This fic was written on request. I'm actually fairly proud of it, and enjoyed writing it, so I hope you enjoy reading it.

characters and places belong to george/ lucca beltow belongs to me!

Invitation

Clone Captain Rex sighed blandly as he stared out the window, in his private quarters. Snow fell around the city, making it look softer, lighter than the usual Coruscant did. Unfortunately, the small white flakes didn't seem to last. The industrial, warm air of the city planet quickly caused it to melt before it reached the ground. But from his window, Rex could see it at least for a little. He liked it preferably because it reminded him of all his brothers. So similar, yet not one of them were exactly the same in personality and how they individualized their appearance. And sadly, like the snow as well, they didn't last either. Killed on the battlefield, accelerated growth . . . things Rex wasn't going to think about right now. He tried to force his mind onto a different subject, a distraction. It came in the form of a knock on his door.

Rex turned, surprised. He wasn't expecting anyone-Skywalker and Ahsoka were off enjoying their break from the war. He'd been given a two-week leave for the holidays, and had intended to just relax. But that part, he found, was not coming very easily. Rex felt on edge and restless, unable to sleep. Nodding off into his own world, the captain nearly forgot about the visitor. "Come in," He called curiously.

The door slid open with a quiet whir and there stood the green-skinned Nautolan Jedi, Kit Fisto. The tentacle-headed man grinned at Rex, wearing his finely woven robes and lightsaber at his waist. "Allo Captain," He greeted and at once Rex was at attention, straightening up and standing tall. The clone saluted. "Sir-"

A laugh erupted from Kit, and Rex flushed in surprise. Kit looked apologetic as he spoke "There's no need to act so formal. A simple 'hello' would have been greatly accepted."

"Oh," Rex flushed even redder with embarrassment as the muscular Jedi continued to smile. "Ah-hello then . . . sir"

Fisto nodded cheerfully "I was wondering if you were looking for a bit of action-and now as I see that you are-" Here Rex smiled weakly "I am planning to go into the lower undercity area of Coruscant to hang around for a stakeout. The council received a tip that a dangerous criminal would be in a certain bar there, waiting for a payment. His name is Lucca Beltow, perhaps you've heard of him? Zeltron, tall,"

Rex thought for a moment before nodding "I believe so, sir. He's wanted on several counts of robbery, assault. . . " He trailed off to let the jedi continue. Kit smiled grimly "That's him. He's impulsive, which makes him dangerous. I've had experience with him before, and my clone commander is currently injured after being caught in a Separatist crossfire in battle. I'd like some assistance in case there's any problems, and I cannot think of anyone better for the job." Fisto finished.

The captain considered the proposal for a moment. He felt like he was pulled more by duty than anything else-he couldn't refuse the jedi. But he also liked the Kit reasonably well. He was capable, fairly easy-going, and a skilled man. They'd worked together before on the battlefield. Capturing a sub-par bounty hunter with him seemed like a great pastime to keep himself busy and occupied, rather than sit in his quarters tense all day.

"Sir, yes sir" He answered, a faint trace of a smile appearing on his face. Kit grinned widely "Excellent! It won't be a difficult task, and I figure, since we might be at the bar for a while, it won't hurt to have a drink or two, eh?" The Nautolan shrugged casually. Rex looked surprise, but suddenly couldn't help but smile himself. "I must admit, I like the sound of that, sir"

Intoxication

It hadn't been long to get down into the undercity. They made their way through the dark, hazy streets under flickering, neon signs, passing an assortment of people with very little clothing on. The majority of which were drunken. This didn't bother Rex; it was typical lower Coruscant. Glancing ahead of him, Kit seemed just as calm. They approached the entrance of what must be the designated bar and made their way in, mostly shielded by the dark.

"Over here," Kit escorted Rex to the bar, where they both took their seats. Rex glanced around. No sign of Beltow. Rex put one hand on his pistol, just to be sure.

Kit noticed and tried his best to stifle a chuckle. "Don't worry, he probably won't be here for a while." He explained modestly. Rex blinked, removing his hand from his blaster and placing them both on the counter. He hoped that in the dark, the Nautolan hadn't seen him blush. "So what do we do for now?"

Kit smiled. "I was hoping you'd ask" He said, and made a waving motion. The bartender, a curvy, pale-skinned human approached them, dressed in revealing leather garments. "I'll 'ave whatevers best. And strongest" Kit spoke with a great amount of humor before turning to Rex.

"Uh," The clone glanced sideways "Just give me whatever he's having." He finally said with a light smile. The woman smiled at both of them before turning away to prepare their drinks.

"You're sure this is all right with the jedi and all?" Rex couldn't help but ask nervously. "I love me a good drink—but ah, I don't want to end up in trouble for this, sir" He admitted. Kit shook his head understandingly "Of course not. You are on leave, aren't you?" The green-skinned man said, as the bartender arrived back with their drinks. Rex took his and glanced at the liquid before shrugging and taking a swig. He felt a wave of bitterness hit him. Shaking himself, Rex glanced at Kit. The Nautolan had nearly downed his whole glass already. Impressed, Rex took another sip, enjoying the dizziness that slowly engulfed him.

Invocation

"Do…d-do you think he's coming?" Hiccupped a woozy Captain Rex, trying to remain on his stool. He'd already fallen off about 5 times. Truthfully he couldn't remember how many drinks he'd had that night. He stopped counting around 7.

"I think we probably would have seen him by now" Answered Kit in a surprisingly sober voice. The Jedi was watching the clone quietly, for the first time all night with a somewhat tense expression on his face. Rex didn't notice, but it was the first time the Nautolan hadn't been grinning all night. Unfortunately the captain was too drunk to notice much of anything. "Oh . . . ." He trailed off, a smile appearing on his face. "You know, this has really been fun. I didn't know Jedi could have this much fun," He said, leaning towards Kit as if he were about to topple over.

"Who says it's ending?" The corner of Kit's mouth seemed to twitch into a grin. The deep black eyes of the man were filled with a now presented lust. He leaned forward and trailed a green hand up the armored thigh of the clone, trying to feel for spaces between the armor of Rex's leg plating. Rex was silent, staring at Kit's muscles. He hadn't noticed they were so prominent, even more so with the tight fitted sleeves of Kit's tunic, as he'd taken off his heavier robes earlier in the night. They were so large, so tempting, Rex suddenly felt a pressure under his cod plate. Kit lifted his head to meet Rex's and smiled as he saw a certain want in the clone's eyes. Force, he didn't think he'd get this lucky. Slowly, Kit eased himself off his bar stool, and then turned to help Rex off of his, who managed not to stumble to the ground. "Come on," Kit grabbed the Captain's wrist as he tugged him towards the back of the bar. The bartender glanced at them and dug something small out of her pocket. She called to Kit and tossed it to him. The jedi caught the key in the palm of his green hand. "Second door to the right" She told him, and Kit nodded his thanks. He half dragged half carried the clone to the back, unlocked the door and swung it open without a glimpse of hesitation.

The room was relatively small: the majority of the space was occupied by a large bed in the corner. Kit lay the clone down on the bed, who'd momentarily closed his eyes and seemed peacefully unaware about what was soon to take place. Unhooking his lightsaber form his belt, Kit placed it on a small black table neck to the bed. He then reached for Rex's twin blaster pistols, and put them in the same place. But first, he made sure to push the table away from the bed: out of reach. Just in case, he thought.

At last, he turned slowly back to the clone captain, whose head was propped to the side. Kit sat on the side of the bed and carefully began undoing Rex's armor and plating. Once he'd accomplished that, all Rex was left in was his mesh undershirt and pants. Kit smiled to himself as he stripped the clone of his top roughly, pulling Rex out of the dreamy state he'd been in. His deep brown eyes stared into Kit's mesmerized. Surprisingly, he didn't look afraid. Kit only found curiosity in Rex's beautiful face. He shouldn't keep him waiting any longer. Moving swiftly, Kit removed the top his tunic and without a sound lied down on top of Rex, so that his legs straddled the clone's. Their faces inches apart, Kit ran a hand up to the captain's head. "Rex?" Kit asked in a deep alluring voice. "Do you hear me?"

Rex hadn't spoken a word since Kit had climbed onto him, taken off the majority of his clothes. "I hear you, sir," He responded in an almost timid voice.

"Good." Fisto looked somewhat relieved. He wasn't going to let the clone fall asleep on him, letting all he'd worked for go to waste. "Are you uncomfortable at all?"

"No" Rex's answer came fast and in a rather impressive firm voice for one being so drunk. But he wasn't lying.

"Good" Kit repeated again, sliding a hand up to Rex's chest. "You don't know how long I've waited for you—" He began in his usual soft voice, eyes following Rex's. "I've admired you for a long time. Not just your body, but your spirit, your will"

The clone looked confused. "You like me, sir?" He inquired dumbly.

Kit chuckled softly before answering. "I might just love you".

Kit's green hand had reached Rex's well-toned chest and had begun to trace soothing circles around each of Rex's nipples. Rex felt a warmth grow in his pants. His own view at the moment was of Kit's muscular chest and pecks. They looked amazing. The warmth began to grow alarmingly.

Kit caught Rex looking. "And I want to show you just how much I love you, captain" He said, taking his other hand up to cup Rex's chin. He leveled the clone's face with his before coming in and kissing him, with a surprising bout of passion and fierceness. Rex met it as best he could. It was like a new light had revealed something for him; Kit was pleasuring him more than anyone had ever did. He'd never noticed how truly attractive the Nautolan was until tonight—

"Wait—" Rex fumbled and broke the kiss, leaving Kit looking stung. "What about the bounty hunter? What about the stakeout?"

Kit glanced to the side and then back to Rex. A mischievous fire danced in his eyes. "I . . . made it up" He explained, now blushing "To get you away and—"

"Express your feelings" Rex finished for him, calmly. He didn't know Kit could be that devious, either. Smiling dreamily, he drew a hand and pulled Kit's face back towards his own so that he could kiss the Jedi again. "Kit," He finally pulled away to speak again "Thank you".

Fisto broke into his recognizable grin again "That's not all you'll be thanking me for tonight, captain"

Tongues crashed into each other as Rex and Kit met in an even deeper kiss. Rex took the opportunity while Kit was distracted to reach up and tease the Jedi's green pecks. Kit let out a muffled moan in surprise and let Rex continue his work. Both men seemed in a hurry to escape from the pants that held them captive. Kit pulled away from the kiss to slide one hand into Rex's mesh pants, and in one swift move, tore them away so that the clone now lay completely naked below him. He then went to remove his own pants, dropping them so that now their shafts lay against each other. Rex moaned at the feeling and began to buck his hips wildly to try and feel more of Kit. The Jedi saw his distress and placed a gentle hand on Rex's cock and began to stroke up and around it. The action took Rex to a whole new level of pleasure as he now thrust into Kit's hands. Fisto continued with the more gentle motion to keep Rex just on edge. He then lowered his mouth to Rex's cock and without warning engulfed it in his mouth, sucking earnestly. Rex gasped and thrust as Kit sucked, until the captain felt himself release. Sweating and shaking furiously, Rex could only watch adoringly as Kit pulled away and smiled at him. The Nautolan positioned himself before lifting Rex's legs over his shoulders, giving him access. Rex complied, moving too so that he was open for Kit's shaft.

Their eyes met briefly before Kit pushed his way in. This was the only gesture of permission. At first Rex let out a stifled gasp of pain as Kit struggled to get himself inside. They both wanted this. At last, the pain ebbed away, returning to the waves of unbelievable pleasure that Kit supplied the clone with. He thrust himself deeper and deeper inside each time, calling out the clone's name louder in every thrust. Rex reached with a hand to stroke Kit's tentacles until they finally each reached their peak. Kit yelled Rex's name with the last push and then they collapsed onto one another, blissful. Kit kept himself inside Rex for a few more minutes before retreating out. Rex winced but reached up to run his hands through Kit's tentacle head. And there they remained, in each other's arms until the night died under the bright colors of dawn. In innocence.

Fin

Hehe, don't think anyone expected Kit/Rex. I think that maybe Kit's a little OOC here, either that or this a darker, more cunning side of him we haven't seen before.

R&R, I'd prefer no flames, please.