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"Fear is a great motivator."

"Heroes on Both Sides" is the tenth episode of the Star Wars: The Clone Wars television series' third season. It aired on November 19, 2010.

Official description[]

"When the Senate begins debating a bill that would eliminate government oversight of the Banking Clan's activities in order to fund the war, Padmé and Ahsoka travel in secret to the capital of the Confederacy of Independent Systems. Amidala attempts to forge a peace agreement with the Separatists, while Ahsoka sees, for the first time, the people of the Confederacy. Padmé's friend, Mina Bonteri, spearheads the peace initiative, and convinces the Separatist Congress to sue for peace.

Meanwhile, on Coruscant, Senators Lott Dod and Gume Saam conspire with Banking Clan representative Nix Card and Count Dooku to make the banking deregulation a reality. At Dooku's command, General Grievous engineers an attack at the central power distribution grid on Coruscant, carried out by Separatist demolition droids. The chaos and panic spreads to the Senate, which vehemently rejects the Separatist peace initiative, and votes instead to deregulate the Banking Clan."

Plot summary[]

"How many lives on both sides have to end before we see the futility?"
―Mina Bonteri[4]
Episode 10
Conflict with no end in sight!
Across the galaxy, the quagmire
of war continues. While clone
troopers suffer casualties at
alarming rates, the Galactic
Senate convenes an emergency
session to debate the true cost
of the war....

With the clone army being gradually decimated in battle and the Separatists gaining ground, several members of the Senate plead for the financing of more troops and the de-regulation of the banking system - topics which divide the Senate as the war funds are practically exhausted, and which would effectively drag on the war even longer. Senator Amidala suggests negotiating with the Separatists, and Senator Bail Organa proposes a temporary halting of any further pro-war considerations until the matter has been cleared. This does not sit well with the profiteering Senate representatives of the Trade Federation, the Techno Union, and the InterGalactic Banking Clan. These three representatives—Lott Dod, Gume Saam, and Nix Card—propose to have Coruscant attacked in order to accelerate the decision in favor of pro-war funding.

Padmé pleads with Anakin, who has been witnessing the discussion along with his Padawan, Ahsoka, to persuade the Jedi Council to speak with Chancellor Palpatine about denying the continuation of war efforts, a proposition Anakin shrugs off. Ahsoka, on the other hand, does not understand what negotiation with the Separatists would bring if all of them (as she presumes) are evil warmongers. Put off by his pro-war response, Padmé decides to favor Ahsoka for help rather than Anakin.

In her office, Padmé tells Ahsoka that she intends to visit Senator Mina Bonteri, her old friend and mentor who has joined the Separatists. The plan is rendered difficult because Bonteri resides behind enemy lines on Raxus Secundus, but then Padmé cunningly suggests using Ahsoka's Jedi status to smuggle herself into the enemy's territory and meet Bonteri. They set off in disguise, land on Raxus and meet up with Bonteri, who smuggles them through the droid controls. Padmé and Bonteri greet each other cordially, but with her instinctive distrust of the Separatists, Ahsoka is less than pleased, even when Bonteri's son Lux tries to extend her a warm welcome.

While talking with Bonteri, Ahsoka finds her attitudes being tempered as Bonteri patiently states that some of the Separatists may have had good reason to leave the Republic and recounts that she had already lost her husband in the war on Aargonar one year ago. Taking a walk in the garden to get over her confusion, Ahsoka meets Lux, and the two discuss the blurred concepts of the "good" and the "evil" sides in the war and how much they actually know (or don't know) about the respective opposition. Padmé and Bonteri, as the friends they are, agree on a notion to move the Senate and the Separatist Parliament to initiate a mutual peace negotiation and thus attain a peaceful solution. The Separatist Council in general approves this proposition, though there are a few opposing votes, including the Corporate Alliance.

However, while Count Dooku publicly favors the decision, he secretly instructs General Grievous to deposit a group of droids disguised as sanitary units on Coruscant to conduct acts of sabotage. They move to the Senate District power generator and set themselves up as living demolition charges, causing a massive power failure just as Padmé has the Senate vote on the Separatists' proposal for peace. This covert attack dramatically changes the Senate's attitude, and the bill for de-regulating the banks is passed. Ahsoka, despite being scolded by her master for her illegal and dangerous action, walks away from these events with a more tempered view of both sides of the war.


Raxus was mistakenly mentioned as Raxus Prime in the episode guide before being fixed.

This episode marks the debut of revamped appearances for several characters. Anakin and Obi-Wan wear less clone armor, Anakin has longer hair, and Obi-Wan's hair color has been altered to more closely match his live-action appearances. Ahsoka and Senator Chuchi debut new outfits and have "aged-up" character models, giving them a more teenage appearance; in Ahsoka's case, this includes longer head-tails and more developed montrals. Additionally, this episode marks the debut of Ahsoka's shoto lightsaber.

The title "Heroes on Both Sides" is a reference to the opening crawl of the film Star Wars: Episode III Revenge of the Sith, which stated "There are heroes on both sides. Evil is everywhere." The final title came during the episode's production: its original title was "Banking Conspiracy."[1]



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