The twentieth episode of the Star Wars: The Clone Wars television show, entitled "Innocents of Ryloth," is part of Season One. As the second part of a trilogy, it's also the series' 20th episode overall.
Mace Windu informs Obi-Wan Kenobi, who is embarking on the Crumb Bomber from an Acclamator-class transgalactic military assault ship, that securing the city of Nabat will establish a landing zone for their ground forces. However, Wat Tambor has foreseen this. Tactical droid commander TX-20 prepares his five proton cannons, employing captured Twi'leks as a "living shield" to deter a strong assault, believing the Jedi will avoid risking civilian casualties.
Obi-Wan and Clone Commander Cody brief Ghost Company on their assignment: to reclaim the city while preserving the Twi'leks' homes, limiting their arsenal to blasters and droid poppers. Above, the Acclamator assault ships are under attack from the ground-based proton cannons. Commander Ponds alerts Windu that the cannon fire is breaching their shields. Windu directs Obi-Wan to neutralize the cannons, allowing the larger transports to land safely. The Crumb Bomber touches down alongside other gunships, and Obi-Wan leads Ghost Company toward Nabat. Droid gunners positioned around Nabat's perimeter halt Ghost Company's advance. Obi-Wan, accompanied by troopers Waxer and Boil, uses droid poppers to eliminate the droids within the bunkers.
After losing contact with the perimeter droids, TX-20 deploys a pair of recon droids to ascertain the Jedi's strategy. Simultaneously, Obi-Wan dispatches Cody, Wooley, Waxer, and Boil on a scouting mission. Waxer and Boil proceed south, while Cody and Wooley head for the courtyard, where they discover the Twi'leks held hostage near the cannons. Obi-Wan informs Windu via hologram that the hostages complicate the mission but are not insurmountable, and he devises a plan to disable the cannons without endangering the hostages. Unfortunately, a recon droid transmits their conversation to TX-20, who identifies Kenobi and researches his tactics, learning of the Jedi's reputation for deception.
Waxer and Boil encounter Numa, a young Twi'lek orphan who initially fears them. When they remove their helmets, Numa becomes more comfortable, calling them "Nerra" and accepting a ration bar from them. Waxer and Boil resume their scouting, with Waxer hesitant, but Numa follows them. Despite Boil's attempts to keep Waxer focused, Waxer remains concerned for Numa's safety. Numa unexpectedly leads them to a ruined building that once served as her home. Moved by the war's impact on the child, Waxer and Boil resolve to protect her.
TX-20 unveils his plan: deploying starved gutkurrs against the Republic forces. Back at the Republic camp, Cody notices Waxer and Boil's absence and attempts to contact them via transmission. Observing the Republic troops' movements, TX-20 orders the gutkurrs to be released. Receiving the transmission, the two clones realize their tardiness and struggle to formulate excuses. Suddenly, the gutkurrs appear, forcing the two clones and Numa to retreat into the house. Numa reveals a hidden passage, and they escape into the underground tunnels just in time.
Meanwhile, Ghost Company is ambushed by the gutkurrs. Obi-Wan uses the Force to lure the creatures into a narrow alleyway bordered by a bridge. Cody and his men target the bridge, trapping the gutkurrs, while Obi-Wan jumps to safety. Although the clones defeat the creatures, TX-20 recognizes their dwindling numbers. Suddenly, Waxer and Boil emerge from a nearby hatch in the street, accompanied by Numa. Obi-Wan speaks to Numa in Twi'leki, and she agrees to guide them to the prisoners while Cody and his men create a diversion. Obi-Wan, Waxer, and Boil proceed to free the Twi'lek prisoners. After Obi-Wan releases them, Numa is reunited with her uncle, Nilim Bril. However, a battle droid reports the rescue attempt, prompting TX-20 to redirect his AAT.
Obi-Wan seizes control of a proton cannon and, with Waxer and Boil's assistance, destroys the remaining cannons. However, a blast from TX-20's tank destroys their cannon, throwing the three to the ground. Numa runs to her clone friends, huddling close to Obi-Wan as he tries to shield her from danger. TX-20 targets Obi-Wan and Numa, gloating over Obi-Wan's impending defeat. Enraged by the threat to Numa, the Twi'leks emerge from hiding, overwhelming the tank and tearing TX-20 apart with their bare hands—an unforeseen possibility for the droid, as evidenced by its final, repetitive message: "does not compute... does not compute...!"
The Acclamator transports land, and Mace Windu praises Obi-Wan's success. However, their next objective is more challenging: capturing the Ryloth capital of Lessu and liberating the planet. Waxer and Boil bid farewell to Numa. As the army advances toward the capital, Numa calls out "Nerra!" to Waxer and Boil, and Obi-Wan explains that "Nerra" means "brother." Smiling, Waxer and Boil turn and wave back at Numa before heading towards the sun, determined to liberate the world.
Henry Gilroy partially based the episode's script on The Guns of Navarone, a film directed by J. Lee Thompson in 1961, which was adapted from the 1957 Second World War novel by Alistair MacLean. The writers intended to portray Waxer and Boil as initially callous individuals who eventually adopt the moral principles of a Jedi Master like Obi-Wan Kenobi. Gilroy successfully suggested that Kenobi trick the gutkurrs into an alley and trap them there rather than "slice-and-dice" through the creatures to better reflect the Jedi way, which he thought would wane only as the war went on. Commander Cody hands Kenobi his lightsaber after he defeats the gutkurrs, just like he will during the Battle of Utapau in Revenge of the Sith. Gilroy wanted to include a scene in which Kenobi spots a Droideka Sharpshooter and tells Cody to shoot at him. Cody would follow his order and the Jedi would ignite his lightsaber to deflect the bolt over the clone's shoulder and destroy the droid sniper. The sequence was intended to echo Revenge of the Sith, but Filoni disagreed with including it.
From a production standpoint, this episode marks the debut of the Tactical droids, created as non-organic commanders intended for later elimination, similar to characters like Whorm Loathsom, Lok Durd, and Mar Tuuk. These Tactical droids also appeared in "Jedi Crash," "The Hidden Enemy," and "Liberty on Ryloth," as well as the comic "Headgames," where they first appeared. TX-20's laughter before attempting to kill Obi-Wan bears a strong resemblance to the Terminator theme.
During Obi-Wan Kenobi's order for Cody to dispatch Waxer and Boil to destroy the bunker, Boil is initially seated next to Obi-Wan Kenobi. However, when Boil says "let's take them out," a clone trooper lacking markings on his armor is seen sitting beside Obi-Wan Kenobi instead.
Obi-Wan loses his lightsaber during the gutkurr attack, necessitating Cody's retrieval and return of the weapon. However, after Obi-Wan releases the creatures, the lightsaber is visibly present on his belt.
When Kenobi operates the proton cannon, the Aurebesh text in the upper left corner of the screen displays "X: 11 Y: 38," referencing George Lucas' film THX-1138.