"Brain Invaders" marks the eighth installment of Star Wars: The Clone Wars' Season Two. As the series' thirtieth episode, it followed a two-week break, premiering on December 4, 2009, and serves as the concluding chapter of a narrative spanning five episodes.
Ahsoka Tano and Barriss Offee, both Padawans, are chosen for a mission: transporting crucial medical supplies to Mace Windu stationed on Dantooine. Their journey begins from a station near Ord Cestus. Simultaneously, Obi-Wan Kenobi, Anakin Skywalker, Luminara Unduli, and Ki-Adi-Mundi are making preparations to escort Poggle the Lesser to Coruscant. Elsewhere, near the Progate Temple, a group of Clone troopers are taking a break when a brain worm emerges from its egg and infiltrates Scythe's nose. Shortly after, the company receives new orders to head to Ord Cestus, joining the Padawans aboard the medical frigate TB-73. Scythe brings up the rear, carrying more brain worm eggs in his pack.
Once the frigate enters hyperspace, Ahsoka finds herself restless and unable to sleep, despite being in her bed, as does Barriss. She proposes a trip to the mess hall for a meal, and they set off. Meanwhile, Scythe sneaks into the troopers' sleeping area and releases the yellow eggs. The worms hatch and invade the sleeping clones through their noses. As the Padawans eat, Scythe leads two infected clones in a takeover of the bridge, murdering the ship's pilots. Ox and Edge, two more clones under the worms' control, enter the mess hall and attack Ahsoka and Barriss, who manage to subdue them. Immediately, Trap and Havoc appear at the door. The Jedi, lightsabers drawn, question them, but the troopers claim ignorance and drop their weapons. Trusting them, the Padawans deactivate their lightsabers, and the four decide to investigate the bridge. After Barriss fails to establish comlink contact, she and Ahsoka, along with Trap, head to the bridge, leaving Havoc to guard the unconscious clones.
In a different area of hyperspace, Jedi Masters Luminara and Ki-Adi inform Anakin and Obi-Wan that the medical frigate has missed its check-in. Anakin expresses concern for Ahsoka, but Ki-Adi urges focus on interrogating Poggle, who remains uncooperative.
Simultaneously, the infected clones on the medical frigate activate the autopilot and security shields, blocking Ahsoka, Barriss, and Trap's path. Barriss attempts to override the shield controls, but Trap attacks her with his blaster. She deflects the shot and disarms him, realizing he is also infected. He lunges at her, forcing her to kill him in self-defense. Ahsoka swiftly eliminates the brain worm that tries to possess Barriss.
The Padawans decide to contact Master Fisto and quarantine the ship. However, they stumble upon the cargo hold, where infected troopers are spreading the brain worms. Spotted and outnumbered, they escape through the ventilation system. Barriss heads to disable the thrusters, while Ahsoka goes to the communication room to warn Kit Fisto. Ahsoka informs Fisto about the worms, but he insists on docking for a sanitation team to eliminate the threat. Ahsoka also updates Anakin on the situation.
While heading to the reactor, Barriss is briefly stunned by an electric trap and exposed to a newly hatched brain worm by the troopers she is walking with, who are obviously infected. Sensing Ahsoka's presence, she moves towards her. After finishing her transmission, Ahsoka is surprised by Barriss's arrival. She attempts to communicate with Barriss, but receives no response. Possessed, Barriss attacks Ahsoka, who escapes into the ventilation system after a brief fight.
Meanwhile, Anakin, enraged, interrogates Poggle, using the Force in an attempt to get him to talk, but to no avail. He resorts to physical violence, including Force choke. After extracting the necessary information, Anakin informs the other Jedi about the brain worms. He then contacts Ahsoka, telling her that the worms are vulnerable to cold temperatures and advising her to rupture the coolant system. She follows his advice, releasing freezing air into the ship as it exits hyperspace. The cold weakens the clones, but Barriss tracks Ahsoka down and confronts her on the bridge. They fight, but Barriss and her worm are eventually overcome by the cold. Briefly regaining control, Barriss begs Ahsoka to kill her, but Ahsoka refuses. Barriss attacks again, and Ahsoka kills the worm as it emerges from Barriss's mouth.
The frigate docks, and Kit Fisto boards with two clone troopers. They discover the frozen Padawans, still alive, and take them to the infirmary. Ahsoka wakes up to find Anakin at her bedside, assuring her that everything is fine and that Barriss and the troopers have been saved. Fisto explains the parasite's origins, and he and Anakin speculate that this was likely how the Geonosian retook their planet. Anakin notes that the troops of Geonosis will have to be warned, so such an incident doesn't recur.
After Fisto leaves, Ahsoka tells Anakin about Barriss's plea for death under the worm's control, questioning whether she should have killed her, as her refusal could have led to the infection of the entire medical station. Anakin comforts her, explaining that Barriss only believed her death was necessary to stop the worms and that she did the right thing in saving her friend, as a Jedi must save as many lives as possible.
The Jedi Temple Archives feature on The Complete Season Two Blu-ray includes a compilation of deleted brain worm scenes titled "Wormontage." "The Imperial March" theme is audible when Ahsoka mentions Anakin and as Anakin approaches Poggle's cell. It is then used more prominently during the Force choking of Poggle.