A/N: I wrote this because I was on dA (deviantart) the other day and found a surprising lack of Rex/Ahsoka stuff. And so I decided that I really need to ship these two with more dedication because clearly they need all the support they can get. ^_^

Disclaimer: I do not own Star Wars

Rex glanced down at the girl lying next to him with her head pillowed on his chest. He smiled gently as she gave a small sigh and cuddled closer to him. He traced his fingers across her soft skin as he returned to staring at the ceiling.

There were so many reasons why what they were doing was wrong. There was the age difference – well maturity difference would be more accurate since technically they were fairly close in age, but still – she was barely a teenager and he for all intents and purposes was an adult. Then there was the fact that she was not only one of his commanding officers, but also a jedi.

Not to mention that General Skywalker would probably kill him if he ever found out that Rex had slept with his padawan. This was not what Skywalker had meant by taking care of Ahsoka while he was gone, not by any stretch of the imagination.

Rex sighed as he tried to figure out how they had gotten to where they were. They had always been friends. Comrades really. Sure there had been some affection between them, but it had always been purely platonic. Neither of them had ever felt any desire to change things between them.

This was all Skywalker's fault, Rex decided. Or the Separatists. Because when he really thought about it, this had all started because of their last mission. There had been news of a Separatist base being set up on Abbaji and since Skywalker had been occupied elsewhere, it had been up to Ahsoka, Rex, and the rest of his clone squadron to investigate.

It had been just another routine reconnaissance mission. Suddenly battle droids had swarmed them from all sides, seemingly out of nowhere.

"Everyone fall back!" Ahsoka ordered.

The clones had all followed her order without hesitation, shooting at the droids who blocked their way back to the ship. Ahsoka had rushed forward to clear a path for them with her lightsaber. The droids started to draw back, allowing the clones to make a break for freedom. Ahsoka stayed back, guarding them from behind as they made their way through the forest. Rex glanced back just as a droideka got off a lucky shot, grazing Ahsoka's leg. Rex ran to her side, shooting down the droideka when he reached her.

Grabbing her arm, he had started to pull her away from the pursuing droids. "Come on Sir, we have to get you out of here," he told her.

"I'm fine Captain. Just keep moving," she snapped at him.

She took a step forward only to stumble and nearly fall. Rex tightened his grip on her arm reflexively and pulled her closer to him.

"Cover us!" he shouted to some of the other clones. Half carrying the wounded jedi, he had headed towards the ship once more.

They had all made it off the planet alive, though Ahsoka had sustained some rather serious blaster burns. Rex had made sure she went straight to the medical bay when they rendezvoused with the main ship.

She had been sitting on one of the beds when Rex had come in to check on her. She barely bothered looking up at him when he entered before returning her attention to the floor. Rex took a step towards her then paused, standing awkwardly in the doorway.

"If you've come to tell me how much I screwed up, don't bother," she mumbled, sounding morose.

Rex had stared at her, puzzled by her attitude. He had a sudden flashback of the battle at Ryloth when Skywalker had sent him to fetch Ahsoka from the medical bay after her disastrous mission. She had acted much the same then as she was now. That was when he realized that she was still experiencing guilt over her actions at Ryloth and was allowing it to carry over into this. He walked over to the bed and placed a hand on her shoulder causing Ahsoka to glance up at him in surprise.

"You did nothing wrong Sir. None of us could have foreseen that attack. You got your men out alive, which is all that matters. Nobody could have asked anything more from you," he told her gently.

Ahsoka smiled at him hesitantly. "Thanks," she whispered.

That had been three days ago. They had been awaiting General Skywalker's return ever since and becoming more and more bored as time wore on. Card games and arm wrestling matches had become common amongst the restless clones. Even Ahsoka joined in their games. They were all starting to become edgy from the lack of something to do.

Rex had been awakened by the sound of his door chime. He sat up as a shadowy figure slipped into his room.

"Rex?" Ahsoka's voice called from the darkness.

Rex relaxed when he heard her familiar voice.

"Yes Sir?" he said, starting to get out of bed.

Ahsoka quickly crossed the room. As she drew closer, Rex was able to see how blood-shot and swollen her eyes looked – as if she had been crying.

"Oh Rex, it was so awful," she whimpered. She wrapped her arms around his neck, causing him to sit down on the bed again. Hesitantly, he placed his arms around her as she climbed into his lap trembling uncontrollably.

"What's wrong kid?" he asked her. Ahsoka just shook her head before pillowing her face in his shoulder and sobbing softly.

"It's ok. You can tell me," he whispered. He felt shaken by her sudden display of emotions. He had never known Ahsoka to act like this.

"I…I had…I had a dream," she finally gasped out. "Rex it was horrible," she whispered.

Rex simply held her for a moment, unsure of what to do. Finally Ahsoka took a shaky breath and seemed to regain some measure of control over herself.

"The jedi…they all died. The clones killed them. Just shot them all down before they even knew what was happening," she told him in a horrified whisper.

Rex felt a shiver run down his spine at her words. He tightened his hold on her and rubbed his hands gently up and down her back in an attempt to soothe her.

"It was just a dream kid. Just a bad dream," he assured her. "The clones would never turn on any of the jedi. You have nothing to worry about."

"But what if we do something to deserve it?" Ahsoka demanded, pulling out of his grasp so that they were face to face. "What if we betray you first?" she asked. A single tear trailed down her cheek as she stared at him wide-eyed.

Rex shook his head firmly. "The jedi would never betray us. It isn't in your nature. And we would never betray the jedi," he told her. He reached up and wiped the tear from her face. "You know I'll always look out for you, don't you kid?" he whispered.

Ahsoka considered him in silence for a moment. Rex became uncomfortably aware of their proximity and of the fact that the young jedi was still sitting in his lap with her hands clasped about his neck.

"You promise Rex? No matter what?" she asked.

"Yes," he whispered. "I promise."

Then he kissed her. He wasn't sure what possessed him to do it, but even though his brain had screamed at him that it was a mistake, he found himself pressing his lips to hers. He had expected Ahsoka to pull away, but she hadn't and the kiss had slowly grown deeper and more passionate.

Now here they were, lying curled up together in Rex's bed. Rex knew it had been incredibly stupid on both their parts to have allowed this to happen. He couldn't bring himself to regret it though. Not when he looked down at Ahsoka snuggled tightly against him, a small smile on her face.

Ahsoka stirred slightly and opened her eyes. She blinked, looking momentarily confused. Rex felt fear run through him, worried that perhaps she would be upset. But then she tilted her head up and grinned at him.

"Hey," she whispered.

Rex smiled, feeling relieved. "Good morning," he replied.

Ahsoka stretched and rolled onto her back. Rex leaned on one elbow so he was facing her. Ahsoka gave him another smile before frowning.

"We just…oh no, Anakin is going to kill me." She glanced at Rex, real fear in her eyes. "He's going to kill both of us!"

"Perhaps it would be best if we didn't tell him about this," Rex suggested.

Ahsoka gave a small laugh. "Yeah, let's definitely not tell him," she agreed.

She reached up and touched his face. "Rex…" she started to say.

He leaned over and cut her off with a kiss. Pulling away after what seemed like an eternity…and yet not nearly long enough to ever satisfy him…he smiled down at her.

"I know," he whispered. "No matter what."