"Shadow of Malevolence" is the third episode of Season One of Star Wars: The Clone Wars television series. It is the third episode of the series overall, and is the second of a three-part storyline. It aired on Cartoon Network on October 10, 2008.
With the help of his Padawan Ahsoka and Jedi Master Plo Koon, Anakin utilizes new long-range Y-wing bombers to lead a bold strike on General Grievous' warship the Malevolence and its destructive weapon. As General Grievous uses the Malevolence to terrorize medical bases, the Jedi rush to defend Republic space. With help from his Padawan and Master Plo Koon, Anakin leads a bold strike mission into enemy territory.
Anakin Skywalker briefing Shadow Squadron on their attack against the Malevolence.
As the Malevolence continues to beleaguer the Republic fleet, Anakin Skywalker decides it is time to strike back. With his recently assembled Shadow Squadron, his plan is to engage the Separatist flagship with a squad of 12 Y-wing bombers and to concentrate fire on the bridge, taking out General Grievous and the ship with him. Master Jedi Plo Koon and Anakin's apprentice Ahsoka both express concern that the plan is too ambitious and the risk of failure too great, but Anakin assures them of success.
Aboard the Malevolence, Count Dooku contacts General Grievous with a new target: the Republic's secret Outer Rim medical facility, the Kaliida Shoals Medical Center, which houses over 60,000 wounded clones. Denying the Republic this resource will significantly cripple the Republic's war effort.
Having deduced the Malevolence's next target, Admiral Yularen contacts the Kaminoan physician Nala Se at the Medical Center and warns her of the impending attack. She fears there will not be enough time to evacuate all 60,000 patients. General Kenobi joins the call and informs Nala Se that Naboo is sending transports to help with the evacuation and that he is on his way as well.
With Ahsoka serving as his gunner, Anakin and Shadow Squadron leave the Republic fleet in their Y-wing bombers with Plo Koon flying escort in his modified Delta-7B Aethersprite-class light interceptor. Hoping to catch the Malevolence in time, Anakin takes a shortcut through the Kaliida Nebula. Part way through the nebula, Master Koon is shocked to learn that they are following the Balmorra Run, a dangerous smuggler's route, and implores Anakin to turn the squadron around, explaining that the Balmorra is the nesting ground of the giant neebray mantas. Just as Ahsoka's scanner picks up multiple, large signals, the squadron flies into the midst of a nest of the creatures. Lining up behind Anakin, Shadow Squadron is able to navigate through the swarm and out of the nebula, though Matchstick's Y-wing suffers damage to one of its engines.
Anakin Skywalker leading Shadow Squadron.
Yuleran informs Kenobi that 50% of the medical station's patients have been evacuated. Kenobi despairs that they won't finish before Grievous arrives. Yuleran expresses hope that Skywalker still has time to catch up with Grievous, and Kenobi warns that they must be ready on the chance he does.
Plo Koon notices the damage to Matchstick's ship. Matchstick assures him it's nothing. Koon warns against taking unnecessary risks, that losing even a single ship risks the mission failing.
As Shadow Squadron reaches the medical facility, the Malevolence drops out of hyperspace. General Grievous gives orders to launch their fighters and to bring one of the Malevolence's two mega-ion cannon to bear on the medical transports fleeing the station with evacuees. The cannon fires and the energy surge catches the transports, disabling them. The Malevolence opens fire on the transports.
The ion cannon then fires on Shadow Squadron. Anakin orders everyone to fly to and over the edge of the rapidly approaching energy surge. As the Y-wings struggle to ascend, Matchstick's engine finally gives out and explodes, taking out his and a second Y-wing. Three more Y-wings get caught in the surge and are disabled, eliminating almost half of Anakin's assault force.
As Shadow Squadron continues to lose fighters to the Malevolence's turbolasers, Grievous orders the ion cannon to target the medical facility. Desperate, Master Koon suggests that if the squadron can do enough damage the ion cannon, they could overload it. Anakin orders the squadron to switch targets and to fire on the starboard ion cannon. As the cannon charges, Shadow Squadron launches a salvo of proton torpedoes at its base. The torpedoes detonate in a fiery blast and, as hoped, cause the ion cannon to overload and explode when General Grievous gives the order to fire. The massive explosion takes out both cannons and also damages the Malevolence's hyperdrive, preventing the ship from escaping into hyperspace. Obi-Wan and Yularen arrive with the Republic capital ships and give chase as Grievous, foiled, orders the wounded flagship back to Separatist-held space.
On board the medical station, Nala Se expresses her gratitude to Anakin and urges him not to take lightly the lives he has saved. Anakin assures her that he doesn't, but that, despite their victory, he also mourns the loss of the members of Shadow Squadron. He and Ahsoka excuse themselves to prepare for their continued pursuit of Grievous.
The moral of this episode was changed from the original on the television broadcast version to "Easy is the path to wisdom for those not blinded by themselves.…" The moral was then reverted back to the original for the director's cut of the episode on the Season One DVD and Blu-ray.
When told to prepare the ion cannon to fire upon the medical station, the battle droid delivers the classic Star Wars line, "I have a bad feeling about this."
When Matchstick tells Plo Koon that the damage to his ship is "just a scratch", he is wearing a regular Shadow Squadron helmet, and not his custom-painted one. A moment later, he is wearing his usual customized helmet again.
The unidentified Shadow Squadron pilot has the regular helmet as well when he is seen being killed. Later, during the talk about the medical transport attack, several pilots are seen wearing Matchstick's helmet.
The scene of the Malevolence's attack on the Venator-class star destroyer highly resembles the Leviathan's orbital bombardment of Taris in Star Wars: Knights of the Old Republic.
Twice when the ion cannon is fired, the camera shows a close up of the inner section firing the blast. Both screens are an homage to the Death Star firing sequence, where instead of battle droids there are Imperial technicians.
The last scene in the episode, where Anakin Skywalker, Ahsoka Tano, and R2-D2 look into space aboard the Kaliida Shoals Medical Center is very similar to the final scene in Star Wars: Episode V The Empire Strikes Back when Luke Skywalker, Leia Organa, R2-D2, and C-3PO look out into space on the EF76 Nebulon-B escort frigate Redemption.
The episode reached 2.8 million viewers.