The Rebellion had finally established a base on the planet Atollon, and Ezra and Kanan were making final preparations before heading out to Malachor with Ahsoka. Although Hera had agreed to their mission, she secretly felt upset about Kanan and Ezra leaving the Rebellion, which Sabine took notice of. On the planet’s surface, the Rebel base was still in early development, but coming to together nicely. The Rebels had placed sensor markers in certain areas to alert them of any intruders.
Checking in on the pilots, the Rebels learned that Phoenix Six "Dicer" had not yet returned. When she did not respond to communication, Sabine and Rex went out to check on her. Taking the Phantom, Sabine and Rex found Dicer’s ship and her helmet, but no sign of Dicer. The two Rebels suspected someone, or something else was on the planet, and they were proven right as they were suddenly caught off guard by a huge spider-like creature. Sabine and Rex opened fire and pretty soon more of them showed up, and became surrounded. Sabine alerted the Rebels for backup, just as the creatures captured Rex and took him down into a nearby cave. Sabine tried to go after him, but was forced to hold back as more of those creatures closed in on her. They forced her to the edge of a cliff where Dicer planted a sensor. Sabine stood beside the sensor and for some unknown reason the creatures backed away. Just then, the Ghost showed up and the Rebels managed to force the creatures to retreat. After landing, Sabine reported on what had happened to her fellow Rebels. While Chopper stayed with the ship, the Rebels headed down into the caves to find Rex, much to Zeb’s discomfort.
Staying close to one another, the Rebels journeyed deeper into the dark caves, with only a few torches and Lightsabers for light. They soon came across two passages and were forced to split up. Ezra and Kanan went one way and Hera, Sabine and Zeb went the other. Soon after splitting up, the two Jedi crossed paths with those creatures again. Ezra tried making connection with it through The Force, but the creature resisted and lashed out only to be stopped and killed by Kanan. Meanwhile, Hera, Sabine, and Zeb found themselves in a disturbing place that looked a lot like a nest. They soon found Rex hanging from the ceiling, and set him free. But soon after setting him free, the creatures showed up and attack. Regrouping with Ezra and Kanan, the Rebels fought their way back to the surface and boarded the Ghost. But they were unable to take off because the creatures had trapped the ship in a web. Even at full power they were unable to get off the ground.
So far, it appeared the odds were against them as they became completely surrounded. Their only chance of escape was to cut the ship loose, and with those creatures in the way it could impossible to accomplish without getting eaten. Kanan felt they were missing something, because the creatures did not try to attack them before or go near the Rebel base. He believed there was a reason behind it. Sabine found that reason after noticing the creatures were avoiding the planted sensor marker outside. By following this line of reasoning, the creatures did not like the markers and their base was surrounded by them, which was why they never attacked the base. Hera believed they could use that to their advantage. Working together, Sabine got a hold of the marker. Using it to hold off the creatures, Kanan and Ezra managed to clear the web off the Ghost and escape.
Upon returning to the base, the Rebels had already begun planting more sensor markers all around the base, in order to keep those creatures from coming in. Hera meanwhile still remained secretly upset about Ezra and Kanan leaving, and Kanan finally confronted her about it. Deep down Hera wanted to go with him, but Kanan declined by assuring her they would be safe and would see each other again. He then made that a promise by giving Hera a hug.
- Taylor Gray as Ezra Bridger
- Freddie Prinze, Jr. as Kanan Jarrus
- Vanessa Marshall as Hera Syndulla
- Steven Blum as Garazeb Orrelios / Phoenix Two
- Tiya Sircar as Sabine Wren
- Dee Bradley Baker as Captain Rex
- Ashley Eckstein as Ahsoka Tano / Dicer
- Keone Young as Jun Sato
- Stephen Stanton as AP-5
- The spider-like creatures are based on early concept art by Ralph McQuarrie for The Empire Strikes Back.
- This is the second episode where the Empire doesn't appear, the first having been in "The Call".
- When Rex is using one of Sabine's pistols while fleeing the spider-like creatures, in one shot as the rebels board the Ghost, the blaster fires blue bolts instead of red, inconsistent with its previous appearances.
- Zeb calls the Dokma on Atollon bogens, the Lasat name for the dark side.
- This is the first appearance of a Lightsaber in training mode. Upon contact, it stings, but does not cut or burn.