The Rebellion has finally established a base on the planet Atollon, and Ezra and Kanan are making final preparations before heading out to Malachor with Ahsoka. Although Hera has agreed to their mission, she secretly feels upset about Kanan and Ezra leaving the Rebellion, which Sabine takes notice of. On the planet’s surface, the Rebel base is still in early development, but coming to together nicely. The Rebels have placed sensor markers in certain areas to alert them of any intruders.
Checking in on the pilots, the Rebels learn that Phoenix Six "Dicer" has not yet returned. When she does not respond to communication, Sabine and Rex go out to check on her. Taking the Phantom, Sabine and Rex find Dicer’s ship and her helmet, but no sign of Dicer. The two Rebels suspect someone, or something else is on the planet, and they are proven right as they are suddenly caught off guard by a huge spider-like creature. Sabine and Rex open fire and pretty soon more of them show up, and become surrounded. Sabine alerts the Rebels for backup, just as the creatures capture Rex and take him down into a nearby cave. Sabine tries to go after him, but is forced to hold back as more of those creatures close in on her. They force her to the edge of a cliff where Dicer planted a sensor. Sabine stands beside the sensor and for some unknown reason the creatures back away. Just then, the Ghost shows up and the Rebels manage to force the creatures to retreat. After landing, Sabine reports on what has happened to her fellow Rebels. While Chopper stays with the ship, the Rebels head down into the caves to find Rex, much to Zeb’s discomfort.
Staying close to one another, the Rebels journey deeper into the dark caves, with only a few torches and Lightsabers for light. They soon come across two passages and are forced to split up. Ezra and Kanan go one way and Hera, Sabine, and Zeb go the other. Soon after splitting up, the two Jedi cross paths with those creatures again. Ezra tries making connection with it through The Force, but the creature resists and lashes out only to be stopped and killed by Kanan. Meanwhile, Hera, Sabine, and Zeb find themselves in a disturbing place that looks a lot like a nest. They soon find Rex hanging from the ceiling, and set him free. But soon after setting him free, the creatures show up and attack. Regrouping with Ezra and Kanan, the Rebels fight their way back to the surface and board the Ghost. But they are unable to take off because the creatures have trapped the ship in a web. Even at full power they are unable to get off the ground.
So far, it appears the odds are against them as they become completely surrounded. Their only chance of escape is cutting the ship lose, and with those creatures in the way it could impossible to accomplish without getting eaten. Kanan feels they are missing something, because the creatures did not try to attack them before or go near the Rebel base. He believes there is a reason behind it. Sabine finds that reason after noticing the creatures are avoiding the planted sensor marker outside. By following this line of reasoning, the creatures do not like the markers and their base is surrounded by them, which is why they never attack the base. Hera believes they can use that to their advantage. Working together, Sabine gets a hold of the marker. Using it to hold off the creatures, Kanan and Ezra manage to clear the web off the Ghost and escape.
Upon returning to the base, the Rebels have already begun planting more sensor markers all around the base, in order to keep those creatures from coming in. Hera meanwhile still remains secretly upset about Ezra and Kanan leaving, and Kanan finally confronts her about it. Deep down Hera wants to go with him, but Kanan declines by assuring her they will be safe and will see each other again. He then makes 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 Rex
- Ashley Eckstein as Ahsoka Tano/Dicer
- Keone Young as Jun Sato
- Stephen Stanton as AP-5
- The spider-like creatures, known as Krykna Spiders, are based on early concept art by Ralph McQuarrie for The Empire Strikes Back.