A/n: Remember that part of Attack of the Clones when Dooku quite literally told Obi-Wan that the Chancellor was a Sith Lord who was trying to take over the galaxy? This is an exploration of that moment, from Obi-Wan's point of view. I own nothing. Please feel free to R and R.

In his solitude on Tattooine, Obi-Wan found that he had an abundance of free time on his hands. Free time, he mused, was dangerous. Free time allowed him to think, and Obi-Wan Kenobi had a lot to think about. After all, if he was being honest with himself, the rise of the Empire was really his fault, at least in part. He had been the one to raise his apprentice, the same apprentice whom he had allowed to fall to the dark side; the same apprentice whom he still loved, as much as he hated to admit it, despite the fact that he had become the most hated man in the Galaxy.

Obi-Wan had made his share of mistakes, and his apprentice had only been one of a long list; most of these he had now made peace with, though 'making peace', he mused, didn't mean that he could look back without cringing in disgust at his blindness.

And in hindsight, there was one mistake that bothered him more than any other; more, even than losing his beloved apprentice, his brother, to the dark side. It was what he referred to as the Mistake to End All Mistakes; the one thing that he could never make peace with.

Because years ago, in a dimly-lit room on Geonosis, he had been told, in clear, black and white, absolute terms, exactly where the Galaxy was headed.

Many, many years later, Obi-Wan Kenobi looked back on that moment with self-loathing, never able to come up with an answer as to why he didn't at the very least relay Dooku's words to the Jedi Council. If only he'd taken Dooku seriously; if only he'd looked further into the Force for the answers, instead of just assuming that Dooku was trying to get a rise out of him. After all, it sounded utterly ludicrous, at the time, that a Sith Lord could be in charge of the entire galaxy, and was operating right under the Jedi's noses. And yet, as absurd as it had seemed, Dooku had actually been telling the truth.

That, Obi-Wan reflected, was what ate at him the most: the opportunity was right there, to prevent the atrocities that would later come from ever taking place. And he, Obi-Wan, had failed in his duty to discover the true nature of this alleged threat. Truth or not, as a Jedi, Obi-Wan had been obligated to investigate. Yet he had walked away from Geonosis and never looked back, never even thinking about that conversation with Dooku again, not until his apprentice fell to the dark side, and Obi-Wan realized that he'd had the power to prevent it all along.

But, naturally, floating in a beam of energy as he was at the time, wrists and ankles bound, static electricity flowing over his skin, distracting him and blocking his access to the Force, Obi-Wan had seen fit only to scoff.

"Qui-Gon Jinn would never join you," Obi Wan said scathingly, so sure of this, and so sure, also, that Dooku was using the still-sore subject of his old Master to try to manipulate him. It bothered him, now, that at the time, all he could think was that he was proud of himself for recognizing a trick of the dark side; for not allowing himself to be drawn in, even with the none-too-gentle reminder of his Master.

"Don't be so sure. You forget; he was once my apprentice, just as you were once his," Dooku had said. And Obi-Wan, in a fit of un-Jedi-like fury, had been forced to maintain his silence, too angry to speak. In the meantime, his energy prison kept him spinning in circles, literally, and he found himself growing tired of the constant, dizzying motion.

"What if I told you that the Republic is now under the control of the Dark Lord of the Sith?" Dooku had asked.

"No, that's not possible," Obi-Wan had rebutted, and in his mind, that was it; the subject was instantly at rest, because the prospect of the Jedi being so blinded that they could not see a Sith Lord in control of the Republic was so unbelievable.

Except that Obi-Wan had been horribly, utterly, shockingly wrong.

And Count Dooku, himself a Sith Lord, had been telling the truth all along.

Was it remorse? Obi-Wan had always wondered. Why would a Sith Lord tell a Jedi that the Sith were in the process of taking over the Galaxy? Was it because Dooku was certain that Obi-Wan would be killed, anyway, and would never be able to tell anyone? Was it because Dooku truly did want Obi-Wan to turn to the dark side and become his apprentice?

Obi-Wan was rankled to know that he'd never get an answer to that question. Maybe it didn't matter what Dooku's motivations were. The end result was the same, regardless; Dooku had told him that Sidious was in control of the Republic, and Obi-Wan had ignored the warning. Anakin had fallen; the Jedi Order had been destroyed…. Everything that Obi-Wan had ever stood for had been irreparably changed and damaged.

All because he hadn't listened more carefully; done his job; stopped to think that maybe, just maybe, there is always a shadow of truth even within a lie, and Dooku wouldn't have gone out of his way to make up a story like that if there wasn't at least some truth to it. What would be the point? It would accomplish nothing; even if Obi-Wan had agreed to help Dooku, it would have become apparent quickly if Dooku had lied. No, Obi-Wan mused; there was no point in Dooku making up such a story.

Of course, he knew now that it had all been true. He'd always heard that hindsight was 20/20. It had never meant anything to him until he'd made this mistake.

A mistake that had cost millions of lives. His apprentice. Padme Amidala. The entire Jedi Order. Everyone on Alderaan. Everyone who had died because of the Emperor was a burden on Obi-Wan's soul, because it was his fault. All of it. If only he had listened, meditated on Dooku's words; if he had done his duty, he was very sure that he would have discovered the truth sooner. And what, Obi-Wan wondered, would the Galaxy look like now, if that had been the case?

Obi-Wan would carry that burden to his grave, and he was quite sure that not even Master Yoda ever knew the truth. He wasn't sure he could bear it if anyone ever found out.

Because he, Obi-Wan, was entirely responsible for allowing Darth Sidious to rise to power.

He was never able to make peace with that.

A/N: all dialogue taken from Star Wars Episode 2: Attack of the Clones.