Heroes on Both Sides

May 13, 2013 in Episode Guides by Firebird

Season 3 Episode 10

“Fear is a great motivator.”


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.

Heroes on Both Sides Commentary, Preview and starwars.com Episode Guide.

Concept Art and Trivia

During production, this episode was titled “Banking Conspiracy.” The new title, taken from a line in the opening crawl for Episode III, came much later.

This episode unveils new models for several of the main characters, including upgrades to Anakin Skywalker and Ahsoka Tano, and a new wardrobe for Chancellor Palpatine. Ahsoka is now older; there is an unspecified passage of time between this episode and her last appearance. With the start of this arc, which continues in “Pursuit of Peace” and concludes in Season Two’s “Senate Murders,” the Clone Wars storyline advances to its furthest point in the timeline, and subsequent episodes should continue going forward without as much jumping back and forth.

Since Season Two’s “Senate Murders” is actually, to date, the last episode in the chronology, it’s a good thing that scenes with Anakin Skywalker were cut from that episode, since he would have been sporting an outdated character model. These scenes can be seen in the Blu-Ray release of Star Wars: The Clone Wars The Complete Season Two.

Whatever relation Raxus holds to Raxus Prime, the junk planet seen in several LucasArts video games, has yet to be defined, though it is clearly not intended to be the same planet, given the pastoral beauty of the Separatist capital.

Senator Gume Saam, an Ishi Tib alien, is supposed to be the same alien seen beside Bail Organa at the parade ground balcony seen at the end of Episode II. The way Count Dooku addresses him strongly suggests he is getting kickbacks from the Techno Union.


Lott Dod says Coruscant has not been directly attacked in over 1,000 years, which coincides with a chronology that had the last war between Sith and Jedi around that time as well.

The transforming demolition droids have stenciled on their domes “CSD,” for “Coruscant Sanitation Department.”


The starship that Padmé and Ahsoka take to Raxus is a Gozanti freighter, a vessel briefly seen in the background over Mos Espa in both Episodes I and II. The ship that delivers the demolition droids to the Coruscant docks is a Taylander shuttle, also seen in Episode II.


The battle droids that deal with newcomers to Raxus are remarkably polite.

Mina Bonteri mentions her husband died on Aargonar, a planet previously seen in the first run of Dark Horse comics’ version of The Clone Wars.

Among the Separatist Senators seen in congress are Voe Atell, the green-skinned female with the double row of horns; Kerch Kusi, who disputes Atell’s stance on the Corporate Alliance; Punn Rimbaud, a deep-voiced female amphibian alien; By Bluss, who votes aye for opening peace negotiations; Amita Fonti, a Gossam alien; and Bec Lawise, a wide-bodied Brainee alien who serves as Separatist Congress Leader.

Nix Card is extremely tall — eight feet! — as all Muuns are. When he sits down, he is the same height as Gume Saam and Lott Dod.

The power generators are said to be on level 5000, presumably 5,000 levels down from the surface of Coruscant.