Hey guys! I decided after a very fun encounter with my best guy friend at a water park (and me facing my fear of steep slides, LOL) I decided, hey, why don't our favorite trio face their fears? XD I want to give a quick shout out before we start. First, to katierosefun, for being an awesome fanfic friend. :) You rule bro! And second, to 101TheOnlyOne101. She helped me with a few minor details, and has been just an awesome friend, cowriter (as I consider her) :) and also an awesome writer. You rule too! You guys are awesome! Okay, here we go! There will be four chapters, but I will try to post them back to back. Enjoy! Chapter one is an intro. It's Ahsoka's POV, but her perils await until chapter two. :P Tell me what you think!

Ahsoka's POV

Plot- Ahsoka knew her master, and knew he could be quite scary. When he was angry, he was scary to be around because of his temper. When you hurt his friends, you don't want to be on the wrong end of his lightsaber, you hardly had time to be scared. But she knew that he hardly ever intended to be scary, it was just his nature. Speaking of nature, don't ever go there with Anakin, because his inner scary side just can't help itself.

"Master, can we go back soon?" Ahsoka leaned on a tree as she waited for Anakin to catch up. She could be enjoying a nice cup of tea with Senator Amidala in the Palace, but Anakin had dragged her out into the kriffing woods for Force knows why.

"Aw, come on Snips, aren't you having a good time?" He looked at her with questioning eyes, but his insisting smirk made it hard to take him seriously. She rolled her eyes, and he smirked harder. Force, he knows just how to get under my skin! She sighed, signaling defeat.

"To be honest, not really. I don't see why you had to bring me out here, I could be relaxing in the Palace right now." Anakin chuckled and walked over to another tree, the base surrounded with moss. He held out his finger, then put it to the moss, then turned his hand back to her.

"But look at what the planet of Naboo has to offer out in the wilderness! Check this out!" Anakin held out his palm, and a tiny but long caterpillar crawled around on his mechanical palm. Ahsoka's eyes widened, and she backed away from him. Anakin must have noticed, because he took a step closer. "Ahsoka, what's the matter?" Ahsoka only stared at him in fear.

"Get that thing away from me." She took another step back, but he only took another step forward. Can't he take a hint?

"Ahsoka, what is your deal?" Ahsoka took a few more steps back, but ended up tripping over a root. She began to scoot away from him as he only could stare in shock.

"Get it away from me!" Anakin came closer, and she couldn't really get off of the ground without slamming into Anakin.

"Ahsoka, what is the matter with you?" He held out his hand at the tiny creature in his hand. "Is this what's bothering you? It's just a tiny caterpillar!" She shook her head, and as Anakin held it out to her, she began to panic.

"I said get it away from me!" She turned around got off of the ground and ran back towards the Palace, leaving behind a very confused Anakin.

A few minutes later...

Ahsoka stood in one of the many large visiting rooms, chatting with Padme. They were getting into a very interesting discussion of the relationship between the Senate and the Jedi Council, when Anakin burst through the door, and looked around until he spotted Ahsoka. Once he approached her, he began breathing really hard, as if he had been running for a long time.

"Ahsoka... there..you are. What... was that for? You ran away before... I could.. see what was.. wrong. Are you ok? Why did you freak out like that?" She stared at her feet, remembering the events of earlier that day. She could feel him staring at her.

"I...well, I don't like bugs."

"But there's a difference! You looked absolutely terrified. Are you sure it's not something deeper?" She sighed, and put her head in her hands. "Er, Padme, could you give us a minute?" She nodded, and silently left the room. He sat down in the plush chair that Padme had just left, and looked at her.

"Well, I don't know... I'm terrified of bugs, okay? I don't know why! I can't help it!" She stood up, then crossed the room. Anakin stood up, and put a hand on her shoulder.

"I'll help you, don't worry." She sighed, but smiled at his optimism.

"Thanks, but I don't need help. It's just a fear of mine."

On the way back to Couroscant...

"Master, what are we doing here?" Ahsoka asked as Anakin sat her down at a table. She looked up to see who was approaching their table. It was Obi-wan. "Oh, hello master Kenobi." He waved, and sat down. Before Obi-wan could say anything, Anakin spoke up.

"Okay, now that you're here, let's figure out how to get you over this fear of bugs." Ahsoka's eyes widened, and she turned to face him.

"Master! It's not a big deal!" She could feel her lekku turning dark blue in embarrassment.

"But if you don't face your fear, then you'll never be able to get past it."

"I don't need to get past it! I can't help it that I'm afraid of bugs, but it's not really something I can fix! Just leave it alone!"

"Can I be of some assistance?" It was Obi-wan.

"Thanks, but I really don't see how you or Anakin can help."turning to Anakin, she added "And I can't believe you brought Obi-wan here! I don't need help!"

"Ahsoka, you're just being stubborn!"

"You just don't get it! It's just something that can't be fixed!"

"Because you're in denial! You're not admitting you have a problem!"

"I don't have a problem!"

"Maybe there's underlying reason for your fear?" Obi-wan spoke up again. Ahsoka thought about it, but Anakin answered instead.

"Geonosis!"

"What?"

"Geonosis, remember? Those parasite things that got on board your ship?" Ahsoka cringed at the very memory of those awful Geonosian creatures.

"That's it, isn't it? Since those creatures got on board your ship, you've been scared of bugs?" She thought about it.

"I...I guess that makes sense, but how does that solve anything?"Anakin thought, then smiled as though he had just gotten an idea.

"If you face your fear of insects, how about we do something that scares us?" Obi-wan looked at him with a curious look.

"We?"

"Fine, I'll do it."

Well, what did you think? I know, alot of dialogue, maybe a bit of an overreaction from Ahsoka, but it gets good, I promise!

Anakin: Well, I'm not scared of anything! Obi-wan's scared of flying, you're scared of insects, but I don't have a greatest fear.

Obi-wan: I'm not scared of flying, but I don;t particularly enjoy it.

Ahsoka: if I'm doing this, then I'm going to find out what you're scared of, and make you face it!