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"Brain Invaders"

Star Wars: The Clone Wars






Andrew Kreisberg, Drew Z. Greenberg, Brian Larsen


Steward Lee

Production No.



December 4, 2009

Episode chronology
Previous episode

"Legacy of Terror"

Next episode

"Grievous Intrigue"

"Attachment is not compassion."

"Brain Invaders" is the eighth episode of Season Two of the Star Wars: The Clone Wars television series. It aired on December 4, 2009 after a two week interval.


Official description

"When Geonosian brain worms take control of their supply ship, Ahsoka and Barriss must battle to stop the vessel from unleashing the deadly plague upon the galaxy."

Plot summary

Episode 8
Victory on Geonosis! After a massive
assault, the Republic has finally
recaptured the Separatist planet and shut
down its droid factories of doom. An
investigation by Luminara Unduli led
to the discovery of Queen Karina the
Great, whose hive-mind could reanimate
dead Geonosian soldiers.

During the destruction of the queen's 
temple, the Jedi apprehended her advisor
Poggle the Lesser, and now prepare to
deliver the villain to Coruscant for trial...

Padawans Ahsoka Tano and Barriss Offee are selected to transport medical supplies to Mace Windu on Dantooine from a station near Ord Cestus, while Obi-Wan Kenobi, Anakin Skywalker, Luminara Unduli and Ki-Adi-Mundi prepare to deliver Poggle the Lesser to Coruscant. At the same time, a group of clone troopers are resting outside the Progate Temple, where a brain worm hatches from its egg and enters into the nose of one of the troopers, Scythe. Moments later, the company is awakened and informed of their new errand mission to Ord Cestus. They follow the Padawans aboard the medical frigate TB-73, with Scythe at the rear carrying more brain worm eggs in his backpack.

After the frigate jump into hyperspace, Ahsoka and Barriss lie in their beds, but Ahsoka can’t sleep. She thus suggests to Barriss that they should go eat, and they head off to the mess hall. Meanwhile, Scythe enters the troopers’ sleeping quarters and releases some of the yellow eggs. Worms hatch and find their way into the noses of the sleeping clones. While the Padawans are eating, Scythe leads two infected clones to kill the ship’s pilots, taking control of the bridge. Two other possessed clones enter the mess hall and attack the Padawans, who eventually manage to knock the troopers unconscious. An instant later, two more clones, Trap and Havoc, come through the door. The Jedi question them with lightsabers drawn, but the troopers say they don’t know what is going on, and put their guns on the floor. The Padawans then deactivate their lightsabers, and the four of them decide to check if they are still in control of the bridge. After Barriss fails to contact the bridge via comlink, the two Padawans and Trap set off to go there, while Havoc stays and watches the unconscious clones.

A different place in hyperspace, Jedi Masters Luminara and Ki-Adi inform Anakin and Obi-Wan that the medical frigate did not check in on time. Anakin starts to worry for Ahsoka, but Ki-Adi suggests they should focus on interrogating the so far uncooperative Poggle.

Concurrently, the infected clones aboard the medical frigate engage the autopilot and security shields, blocking the way for Ahsoka, Barriss and Trap. Barriss tries to override the shield controls, but Trap then fires his blaster at her. She manages to deflect it and disarm him, noticing that he too is infected by a brain worm. He throws himself at her, and she ultimately has to kill him in self-defense. Ahsoka manages to kill the brain worm which has emerged to take possession of Barriss.

The Padawans decide to contact Master Fisto and quarantine the ship, but on their way they come across the cargo hold, where the infected troopers are releasing a brain worm into another trooper. They are spotted and realize they are outnumbered, so they escape through the ventilation system. From there, Barriss goes to disable the thrusters, and Ahsoka heads to the communication room to send a warning to Kit Fisto. Ahsoka tells Fisto about the worms, but he insists that the frigate docks anyway in order for the worms to be taken out by a sanitation team. On her way to the reactor, Barriss gets temporarily incapacitated by an electric trap, and exposed to a newly hatched brain worm by the troopers. Ahsoka also contacts Anakin, updating him on the situation. After the transmission, she is surprised to see Barriss standing beside her. The possessed Barriss attacks her, and after a brief fight, Ahsoka manages to escape into the ventilation system.

In the meantime, Anakin angrily goes to interrogate Poggle, using the Force to try to make him talk, but this doesn’t work; he thus hits Poggle and proceeds to Force choke him. After getting the information he needs, Anakin informs the other Jedi about the brain worms, contacts Ahsoka on her comlink and tells her that the worms are affected by cold temperature, and that she should rupture the coolant system. She does this, releasing freezing air into the ship, just as it comes out of hyperspace. While the clones get weakened by the cold, Barriss finds Ahsoka’s trail again and confronts her inside the bridge. They fight, but Barriss and her worm are eventually taken out by the cold. Regaining her own will for a moment, Barriss begs Ahsoka to kill her, but Ahsoka can’t bring herself to do so. Barriss attacks again, but Ahsoka manages to kill the worm as it protrudes from Barriss’s mouth.

The frigate docks at the station, and Kit Fisto boards it with two clone troopers. They find the two frozen Padawans lying on the ground, still breathing, and bring them to the infirmary. When Ahsoka wakes up, Anakin is waiting beside her bed, and assures her that everything is alright, and that Barriss and the troopers were saved.



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Organizations and titles

Sentient species

Vehicles and vessels

Weapons and technology



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Star Wars: The Clone Wars
Feature film
Season One:
"Ambush" · "Rising Malevolence" · "Shadow of Malevolence" · "Destroy Malevolence" · "Rookies" · "Downfall of a Droid" · "Duel of the Droids" · "Bombad Jedi" · "Cloak of Darkness" · "Lair of Grievous" · "Dooku Captured" · "The Gungan General" · "Jedi Crash" · "Defenders of Peace" · "Trespass" · "The Hidden Enemy" · "Blue Shadow Virus" · "Mystery of a Thousand Moons" · "Storm Over Ryloth" · "Innocents of Ryloth" · "Liberty on Ryloth" · "Hostage Crisis"
Season Two:
"Holocron Heist" · "Cargo of Doom" · "Children of the Force" · "Senate Spy" · "Landing at Point Rain" · "Weapons Factory" · "Legacy of Terror" · "Brain Invaders" · "Grievous Intrigue" · "The Deserter" · "Lightsaber Lost" · "The Mandalore Plot" · "Voyage of Temptation" · "Duchess of Mandalore" · "Senate Murders"
Season Three
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"Prelude" · "Shakedown" · "Procedure" · "Agenda" · "Mouse Hunt" · "The Fall of Falleen" · "Discount" · "Departure" · "Transfer" · "The Dreams of General Grievous" · "Bait" · "Switch" · "Headgames" · "Neighbors" · "Cold Snap" · "Shadowed" · "The Valley" · "Covetous" · "Curfew" · "The Ballad of Cham Syndulla" · "Invitation Only"
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This article uses material from the "Brain Invaders" article on the Starwars wiki at Wikia and is licensed under the Creative Commons Attribution-Share Alike License.


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