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"Master, I need your help, quickly. I am surrounded."
"You have already lost the battle, child. I've ordered your reinforcements to return."
"No! I will destroy the Jedi. I'll show you!"
"You have failed me for the last time. You are no longer my apprentice. And now, you shall die."
―Asajj Ventress is betrayed by Count Dooku during the Battle of Sullust[3]

The Battle of Sullust took place in 21 BBY during the Clone Wars, when the Confederacy of Independent Systems and the Galactic Republic clashed over the planet Sullust. While a Confederate fleet waged an intense space battle against a Republic flotilla commanded by Admiral Wullf Yularen and Jedi Generals Obi-Wan Kenobi and Anakin Skywalker, the Dark Acolyte Asajj Ventress personally led the Separatists' starfighters against the Republic task force. Spearheading droid tri-fighter attacks, Ventress destroyed the Resolute, the flagship of Skywalker and Yularen, before moving in to challenge Skywalker and Kenobi in starfighter combat, dealing losses all the while. However, her push for success soon saw interference from her own Master, Count Dooku.

Charged by his Sith Master, the Dark Lord of the Sith Darth Sidious, with killing Ventress to prove his true allegiance to his Master, Dooku ordered an attempt on his apprentice's life. After recalling Ventress's reinforcements, Dooku had the tactical droid TJ-912 and her Separatist destroyer directly assault and destroy the Separatist command ship, where Ventress had engaged Skywalker and Kenobi in a lightsaber duel. With the Confederate fleet sustaining heavy damage, Dooku ordered TJ-912 to recall their armada from the Sullust system. However, both Ventress and the Jedi escaped from the command ship prior to its annihilation. Presumed to have died at Sullust, the betrayed Ventress turned to her people, the Nightsisters of Dathomir, for aid in taking revenge on Dooku.


"There is a disturbance in the Force. Your assassin, she has become very powerful."
"Yes, my Lord. She is quite important to me."
"Too important."
―Darth Sidious and Count Dooku, on Asajj Ventress[3]

Ventress acquitted herself in battle against opponents like Anakin Skywalker.

By 21 BBY, the second year of the Clone Wars,[4] the Dark Acolyte Asajj Ventress had become the most trusted[8] and cunning assassin of Count Dooku.[3] As a Sith Lord and an apprentice to the Dark Lord of the Sith Darth Sidious, Dooku considered taking Ventress as his own Sith apprentice to overthrow his Sith Master,[9] in accordance with the Sith's Rule of Two.[10] To that extent, Dooku trained Ventress in the Sith arts,[11] though he abstained from officially taking her as his Sith apprentice,[8] a decision of his that Ventress resented.[9]

Growing strong in the Force,[10] Ventress supported Dooku's breakaway Confederacy of Independent Systems in its struggle against the Galactic Republic. At times, she acted as Dooku's personal emissary to potential Separatist member worlds,[12] and on other occasions, she operated as a spy[13] and special agent.[14] However, she primarily served as a Separatist field commander in a number of wartime campaigns.[15][16] When battle groups from the Republic and the Confederacy met in the[3] Outer Rim Territories'[17] Sullust system to do battle, it was Ventress who led the Separatists' assault.[3]

The battle[]

Separatist pushes[]

"Looks like I'm her favorite!"
"I'm kind of disappointed. Only the droids follow me."
―Obi-Wan Kenobi and Anakin Skywalker, after Asajj Ventress divides her forces and pursues the former[3]

The Sullust system became a battlefield when a fleet from the Confederate Navy—led by a Providence-class carrier/destroyer, in turn being flanked by two Recusant-class light destroyers and six Munificent-class star frigates—launched numerous droid starfighters to battle a flotilla from the Republic Navy. Commanded by Admiral Wullf Yularen from the Venator-class Star Destroyer[3] Resolute,[7] an Acclamator-class assault ship and five Venator-class Star Destroyers openly challenged the Confederate armada[3] over the planet Sullust,[5] deploying squadrons of ARC-170 starfighters, BTL-B Y-wing starfighters, and V-19 Torrent starfighters to combat the Confederacy's Vulture droid starfighters and Hyena-class bombers. The Republic's escort ships—comprised of three Consular-class cruisers, a Pelta-class frigate, and a trio of Arquitens-class light cruisers—additionally provided supporting laser fire to counter the Separatist fleet's attack.[3]

Ventress leads the Separatists' assault on the Resolute and the Republic armada.

As the Republic's starfighters moved in to harass the larger Separatist frigates, the Confederacy responded with similar offensives.[3] While the T-series tactical droid TJ-912[7] supervised the Separatist fleet from one of the Recusant-class destroyers, Asajj Ventress led their droid starfighters in a vicious assault on the embattled Republic task force. Spearheading the charge from her Ginivex-class starfighter, Ventress took several squadrons[3] of the Confederacy's new, formidable droid tri-fighters[10] to target the Resolute[3]—the flagship of Yularen[18] and Jedi General Anakin Skywalker.[19] While the Republic's Consular-class cruisers began to fall to Separatist fire, Ventress had the tri-fighters of Trident Group One attack the Resolute's starboard engines, while she sent Trident group two to assault the cruiser's port-side shield generators. Once the tri-fighters had done their work, Ventress brazenly maneuvered through the Resolute's intense turbolaser fire and blasted away at the defenseless battleship's bridge, where Yularen and several clone naval officers were overseeing the battle. Although the Resolute was subsequently destroyed,[3] Yularen was able to escape before its destruction.[7]

Generals Skywalker and Obi-Wan Kenobi soon joined the battle in their Delta-7B interceptors, though they too ran afoul of Ventress and her armada of droid starfighters. When Ventress chased after the two Jedi Knights and directed laser fire at Kenobi's interceptor, Skywalker and Kenobi split up to divide the Dark Acolyte's pursuant forces. Driving the Jedi toward the Separatist fleet, Ventress personally went after Kenobi, while her tri-fighters were sent to assail Skywalker and his starfighter. Two trios of tri-fighters split up to pursue Skywalker, but the famed Jedi pilot was able to maneuver around one of the Recusant-class destroyers, causing the two groups of droid starfighters to crash into each other. With the Republic's assault ships bearing down on the Separatist frigates, Ventress pursued Kenobi past one of the Republic Star Destroyers and finally landed a laser shot on his starfighter, sending him careening toward the Confederacy's Providence-class command ship. As Ventress followed Kenobi to the Separatist flagship, Skywalker caught up with them and compromised the engines of the Dark Acolyte's starfighter. Both of their ships now critically damaged, Kenobi and Ventress crash-landed in the main hangar of the Separatist flagship.[3]

The betrayal of Asajj Ventress[]

"Yes, my Lord. Ventress is battling the Jedi on board the command ship."
"Turn your guns on our command ship and open fire!"
"But, my Lord, I calculate that will destroy Ventress, the Jedi, and all our forces."
―TJ-912 is ordered by Count Dooku to betray Asajj Ventress[3]

Abandoned by Dooku, Ventress duels Skywalker and Kenobi alone aboard the Separatist command ship.

As Separatist reinforcements were dispatched to the Sullust system, Ventress's growing powers, as displayed in the ongoing battle, caused Darth Sidious to sense a disturbance in the Force. Suspecting that Dooku was training her as his own Sith apprentice to overpower him, Sidious demanded that Dooku eliminate Ventress as an admission of loyalty. Not wishing to lose his valuable assassin but unwilling to disobey his Sith Master, Dooku complied with Sidious's demands. He recalled Ventress's reinforcements, and Ventress discovered his abandonment of her when she contacted him for assistance. Left by Dooku to die, Ventress faced the Jedi alone aboard the command ship. Skywalker soon joined Kenobi in the destroyer's hangar, freeing him from his damaged interceptor with the help of his astromech droid, R2-D2. The two Jedi then confronted Ventress, who—despite being injured from the crash—refused to surrender and engaged the Jedi in a lightsaber duel. Ventress managed to evade several of her adversaries' attacks until Skywalker and Kenobi Force-pushed against her starfighter, at which point she unleashed a wave of dark side energy, capturing both Skywalker and Kenobi in a Force choke.[3]

However, Dooku's campaign to kill Ventress was not over. He ordered TJ-912—who was overseeing her own Recusant-class light destroyer with an OOM command battle droid—to open fire on the Providence-class command ship, despite the fact that such a move would destroy all of the Separatists' forces in addition to killing Ventress and the Jedi. TJ-912 obeyed Dooku's orders, and with the Republic and Confederate fleets still facing off against one another over Sullust, the tactical droid had her Recusant-class destroyer turn on their own Providence-class flagship. Moving her destroyer into attack position, TJ-912 ordered her B1-Series battle droids to direct turbolaser fire at the command ship and its main docking bay. The damage wrought by TJ-912's friendly fire shook the flagship, and Ventress subsequently lost her Force hold on the Jedi. In spite of the fact that the Providence-class destroyer was failing and dangerously close to obliteration, the Jedi continued their duel with Ventress, though all three opponents were forced to dodge around her damaged starfighter as the listing cruiser caused it to drift. Eventually, Skywalker and Kenobi disarmed Ventress of both of her lightsabers, and the unarmed Ventress was left cornered against her starfighter at lightsaber-point.[3]

At that moment, TJ-912 ordered a Hyena-class bomber to terminate its flight path in the command ship's main hangar, right at the location of the duel. The bomber crashed into the hangar on a suicide run, forcing Skywalker, Kenobi, and Ventress to dive for cover. In addition, two Venator-class Star Destroyers moved in from the Republic armada and began to fire upon the flagship, further compromising the vessel. With damage increasing, the destroyer's battle droid operators ordered all personnel to abandon ship. Skywalker and Kenobi broke off from their duel with Ventress and escaped from the ship in their starfighters. Once the Jedi had left, Ventress piloted the wreckage of her Ginivex-class starfighter—with its life support systems still intact—out of the hangar, crashing through several battle droids in the process. She escaped moments before the flagship was completely destroyed. Not finding any survivors of the command ship via scanning, TJ-912 reported Ventress's apparent death to Dooku, who then ordered the tactical droid to recall the depleted Confederate fleet from the system.[3]


"Dooku. He betrayed me."
"I know. I had hoped you would find your way to us sooner."
"I will have revenge."
"Yes, you shall, Sister. We will see to it."
―Asajj Ventress and Mother Talzin[3]

Cloaked by a potion, Ventress, Naa'leth, and Karis confront Dooku on Serenno.

Darth Sidious was pleased with Dooku's obedience in killing Ventress, though Dooku was now without his most trusted assassin.[3] Both Dooku and the Republic presumed that Ventress had been killed during the Battle of Sullust, though this was not in fact the case.[6] The battle left a large debris field over Sullust, in which Ventress continued to survive in the derelict cockpit of her starfighter. She was eventually found by the crew of the GS-100 salvage ship[3] Raider, captained by the scavenger Ratch.[7] After killing Ratch and his crew, Ventress commandeered the Raider and returned to her homeworld of Dathomir to seek aid from her people, the Nightsisters, in exacting revenge on Dooku for his betrayal. Once she had been healed by the Nightsisters and their leader, Mother Talzin, the jilted Ventress set out with fellow Nightsisters Naa'leth and Karis for Dooku's palace on the planet Serenno, where she intended to assassinate him. Posing as Jedi, Ventress and her Nightsister accomplices took along stolen Jedi lightsabers to engage the count in combat.[3]

Following the Republic assault, Sullust, which had been a member world of the Confederacy, made strides toward changing its political allegiances. SoroSuub Corporation replaced Beolars Bribbs,[20] who had served as Sullust's senator[21] as well as SoroSuub's Chief Executive Officer, with Siin Suub, a Republic supporter.[20]

Behind the scenes[]

"In the past, only Dooku's assassin was capable of such an effort. But she was presumed dead at the Battle of Sullust."
Jedi Master Adi Gallia provides the official name for the battle in "Witches of the Mist"[6]

The Battle of Sullust featured Count Dooku's betrayal of his apprentice, Asajj Ventress.

Created for the Star Wars: The Clone Wars television series,[7] the Battle of Sullust[6] was featured in the third season episode "Nightsisters," which aired in January 2011.[7] Count Dooku's betrayal of Asajj Ventress, the central element to the battle, was first alluded to at the August 2010 Celebration V convention by Series Producer George Lucas, though the manner in which Dooku betrayed his apprentice was not specified.[22] The battle received its official "Battle of Sullust" name in the episode "Witches of the Mist," which served as the conclusion to the "Nightsisters" story arc that began in the eponymous episode.[6] In addition to showcasing a number of starship models that had been created for the television series,[3] the battle featured the series' debut of the droid tri-fighter,[10] as well as the series' debut of Ventress's Ginivex-class starfighter. It also depicted the destruction of the Resolute,[7] which had long served as the flagship of Anakin Skywalker and Wullf Yularen.[23]

Alternate storyline[]

Tano: "Master, are you all right?"
Skywalker: "I am now. With your help and Master Ma'kis, we can blow that witch out of the stars!"
Ma'kis: "Copy that, General Skywalker."
―Ahsoka Tano and Ma'kis'shaalas arrive at Sullust with reinforcements[src]

In an early script draft of "Nightsisters," the battle progressed differently than the final version in the episode. In that version, the fact that Ventress is grossly outnumbered is much more palpable. Jedi Padawan Ahsoka Tano and Jedi Master Ma'kis'shaalas arrive at Sullust with reinforcements in the form of four Venator-class Star Destroyers and their own Delta-7B starfighters. Tano and Ma'kis assist Anakin Skywalker and Obi-Wan Kenobi in chasing down the severely outmatched Ventress, whose Ginivex-class starfighter is shot down and forced to crash-land inside the hangar of the Separatist flagship. Just after the four Jedi land in the hangar, a Republic starfighter attack shakes the flagship, allowing Ventress to gain the upper hand over her first opponent, Ma'kis, whom she kills. Further starfighter assaults force Skywalker, Tano, and Kenobi to abandon the fight and evacuate from the flagship. Ventress, meanwhile, hails Dooku for reinforcements and learns that she will not be receiving any help, just as the flagship explodes.[24] This version would have created further continuity problems, as Ma'kis originally perished in the Expanded Universe comic Star Wars: Purge, which takes place in 19 BBY, chronologically later in-universe.[25] Nevertheless, this version did not make it past the 3D story stage of production for the episode.[24]



Notes and references[]

  1. Star Wars: The Clone Wars: Episode Guide
  2. 2.0 2.1 The New Essential Chronology
  3. 3.00 3.01 3.02 3.03 3.04 3.05 3.06 3.07 3.08 3.09 3.10 3.11 3.12 3.13 3.14 3.15 3.16 3.17 3.18 3.19 3.20 3.21 3.22 3.23 3.24 3.25 3.26 3.27 3.28 3.29 3.30 3.31 3.32 3.33 3.34 3.35 3.36 3.37 3.38 3.39 3.40 3.41 3.42 3.43 3.44 3.45 3.46 3.47 3.48 3.49 3.50 3.51 3.52 3.53 3.54 3.55 3.56 3.57 3.58 3.59 3.60 3.61 3.62 3.63 3.64 3.65 3.66 3.67 TCW mini logo.jpg Star Wars: The Clone Wars – "Nightsisters"
  4. 4.0 4.1 The Official Star Wars Fact File Part 7 (KAT1–2, King Katuunko) dates "Senate Murders" to 21 BBY, while The Official Star Wars Fact File Part 59 (MOR1–2, Mortis) dates "Overlords" to 21 BBY. Since StarWars.com Star Wars: The Clone Wars Chronological Episode Order on StarWars.com (backup link) places "Nightsisters" between those two episodes, it can be concluded that "Nightsisters" also takes place in 21 BBY.
  5. 5.0 5.1 StarWars.com "Nightsisters" - The Clone Wars Episode Guide on StarWars.com (backup link)
  6. 6.0 6.1 6.2 6.3 6.4 TCW mini logo.jpg Star Wars: The Clone Wars – "Witches of the Mist"
  7. 7.0 7.1 7.2 7.3 7.4 7.5 7.6 7.7 7.8 7.9 StarWars.com The Clone Wars Episode Guide: Nightsisters on StarWars.com (content now obsolete; backup link)
  8. 8.0 8.1 StarWars.com Clone Card: Asajj Ventress (Dark Acolyte) on StarWars.com (content obsolete and backup link not available)
  9. 9.0 9.1 Yoda: Dark Rendezvous
  10. 10.0 10.1 10.2 10.3 CartoonNetwork.com Dataclip: Ep 312 - Nightsisters on CartoonNetwork.com (content removed from CartoonNetwork.com and unavailable) (video file no longer available)
  11. SWInsider.png "The Sultry Sith" – Star Wars Insider 122
  12. TCW mini logo.jpg Star Wars: The Clone Wars – "Ambush"
  13. TCW mini logo.jpg Star Wars: The Clone Wars – "Rookies"
  14. TCW mini logo.jpg Star Wars: The Clone Wars – "Cloak of Darkness"
  15. Star Wars: The Clone Wars film
  16. TCW mini logo.jpg Star Wars: The Clone Wars – "ARC Troopers"
  17. The Essential Atlas
  18. HasbroInverted.png Star Wars: The Clone Wars (Pack: Admiral Yularen) (backup link)
  19. The Clone Wars: Defenders of the Republic
  20. 20.0 20.1 Strongholds of Resistance
  21. HNNsmall.jpg Sullustans Elect PresidentHoloNet News Vol. 531 #46 (content now obsolete; backup link)
  22. StarWars.com Star Wars Celebration Main Event: Play by Play on StarWars.com (content now obsolete; backup link)
  23. The Clone Wars: Wild Space
  24. 24.0 24.1 Star Wars: The Clone Wars The Complete Season Three, "Jedi Temple Archives" Blu-ray feature for "Nightsisters"
  25. Star Wars: Purge