Ooooh boy. This was an emotional rollercoaster. I just wanted to imagine a scenario where Fives never discovered the chips, therefor Rex, Wolffe, and Gregor never had theirs removed. This is just a oneshot, that I may or may not add on to. But for now, this is it.

Any of you who are waiting on the third chapter of Breakdown, chapter three is on its way. I just wanted a break from writing that by... writing something even more depressing! Seriously, though. I needed a break to refine my writing style.

Read on and enjoy. I don't own Star Wars.

The first day was pain. Warm and tempting heat that filled his thoughts with gruesome fantasies. Hot blasters, dead jedi, the death cries of brothers and their generals twining together to create something so obscene that he'd contemplated putting his blaster to his own head, just to stop the images.

Ahsoka needed him. He held on.

A wave of nausea hit him hard and he reeled at the intensity of it. His conscious mind was warring with the commands of the chip, sometimes so hard that reality warped. A week after the order had been given and the chips activated, exhaustion had begun to set in. Clones were tough, built to handle days of little rest, but his mind had become weary of the constant battling, and he knew that if he slept, he wouldn't come back.

His self control was already slipping. How much longer before he lost himself completely?

One week, one day. Rex had locked himself away in the refresher of their hotel room, his head resting against the wall so that he had a good view of both the door and mirror. Ahsoka had left him alone, extraordinarily understanding and accommodating of his needs. And now he'd been sitting here for roughly four hours, simultaneously fighting to stay awake and push back the chip's control.

Rex scrubbed his hands over his eyes, peering thoughtlessly at the shower until his eyes glazed. He shook his head. A shower would be good. He got to unsteady feet, leaning heavily on the wall, and-

There was a light knock at the door. "Rex?"

He froze as the chip surged and squeezed his eyes shut to focus. His breath rattled. "Yes?"

"Just... checking in. Hungry?"

"Give me a minute."

He was already on his feet, but compartmentalizing his thoughts - move legs, open door, fight - was getting harder. Like a constant distraction. Ahsoka hadn't been able to hold a conversation with him since a day ago, and he hadn't been able to hold any coherent thoughts for longer than a minute. Something was always eluding him, and soon, he'd started forgetting.

Ahsoka had said something along the lines of "They knew" not long ago. The Kaminoans, the sith that ordered his and his brothers' creation. Some of them were fighters deep inside, beneath the engineered subservience and blind trust in their leaders. A failsafe had to be built in; wear the clone down, piece by piece, until they were no better than a droid. Set them loose. Rex was surprised he'd lasted this long.

"Rex?" There was a wobble in her voice, not quite frantic.

He'd drifted off again. Rex breathed deeply to calm his nerves and opened the door. Ahsoka stood there with soft eyes, her white markings furrowed. She looked too young now.

"I brought some stuff home. If you won't sleep, then at least eat something." She stepped a good few feet away to give him room. "C'mon. You'll feel better."

No I won't, he thought bitterly, but he followed her into the kitchen. It was hard to walk when more than half his mind was now engaged with the chip. A pressure was building up behind his temple, another wave of agony waiting for him to weaken. Did this count as torture? If they were nothing but products, nothing but machines, could this qualify as unethical?

Ahsoka handed him a bowl of soup and helped him wrap his fingers around it. "The market isn't the most sanitary place to shop for food, but it was cheap, and there was a lot of it, so..."

"It's fine," Rex murmured, stirring chunks of meat and vegetables around in the broth. It didn't smell too bad, at least. "Thank you."

She nodded and left him alone to get her own bowl. She sat down across from him at the table and they ate their dinner in silence, interrupted by the occasional groan of the building every time one of the new Empire's destroyers passed overhead. They'd freeze each time.

"Rex?"

"Hm?"

"We should leave. Tomorrow." She pushed her bowl away. "Take the next ship off planet, head to the outer rim. Those destroyers are getting too close."

Rex struggled a moment as he tried to focus on her sentence without weakening his walls against the chip. "Destroyers?" He tried to smile. "I thought those were speeders with faulty wiring."

Ahsoka huffed and narrowed her eyes at him. "Seriously. We can find a doctor, a surgeon- someone to get your chip out. We can't stay here much longer anyway," she said, her voice dipping exponentially. "I... I can't... I don't want to..."

Something told Rex he should be comforting her, but all he could feel was pain as chip assaulted him again. His fists clenched so tight that his knuckles turned white and his forearms shook. He rode it out in silence, completely unaware of his surroundings until the agony passed and his vision cleared. Ahsoka was watching him with the eyes of a child, unsure what to do.

"It'd kill me," he said.

"How do you know?" Ahsoka asked.

Rex loosened his fists and ran his palms over his face, digging his fingers into his eyes until he saw stars. "It's already active. If the physical trauma doesn't get me, the psychological trauma will." He shuddered. "I've been fighting it for too long. Take it out now and... I don't know."

"You think you'll lose your mind?" she asked, her voice trembling as it had earlier. She was scared.

"If I live? Yeah."

Ahsoka made a noise deep in her chest, something primal and angry. "No," she said. Her voice was firm this time. "No. They can run tests to make sure. Repair what damage was done, therapy if we-"

"Ahsoka." It was the first time he'd said her name in a week. She flinched. "Stop. I'm not arguing. I can barely talk. Please," his voice was pleading, too soft for a battle hardened soldier like him. "Don't do this to me."

Ahsoka sighed. "I can't lose you." Didn't togrutas grow up, not down? Why did she sound so small? "You're all I have, Rex. I don't know what to do."

Rex was quiet, scooping small mouthfuls of broth into his mouth. He swallowed and fixed her with a steady gaze. "How many credits?"

"How many would it take?" she asked. "Thousands, maybe."

"You need that to survive. I'm a clone, Ahsoka. I won't live long anyway." He sighed. The mental exhaustion was worsening his physical exhaustion, and the chip was pressing harder than ever.

"Don't say that."

"Why not?"

"Because." She glared hard at him, gripping the edges of the table and leaning forward to get closer to him. He could see her pulse throbbing in her throat. "That's not all you are. You're not just a clone, Rex! How could you say that about yourself? How could you say that about your brothers?" She slammed her fist hard into the durasteel table. It creaked under the force of the blow.

He regarded her calmly, distantly. "It's the truth," he said succinctly.

"No!" Her face was scrunched up, but her eyes hadn't yet become glassy with tears. "What's with you?"

Rex flinched, not from her question, but from the white heat behind his eyes. "We were made to kill jedi, 'Soka. Part of a madman's plot." He sighed. "We were never destined for anything else."

Ahsoka sobbed and collapsed into her seat. "I want to help you," she said in that small voice that made his heart hurt.

"I know. But for now, focus on yourself. You've got opportunities, and you'll need the credits. I can find someplace else, away from any jedi. Wait it out, maybe. Find my own way. Maybe the chip will stop firing."

Ahsoka rested her head in her hand. "I can still see you again?"

Rex smiled, and this time it was a real one. He nodded. "I don't see why not."

"Good," Ahsoka said. The light was returning to her eyes, but it was dim and hardly what it used to be. Rex wondered how much would need to be taken from her before she broke.

Rex stood shakily, rebuilding his mental walls. But the damage had already been done and he could feel the chip's influence seeping through. His trigger finger twitched when he saw her, his blood rushed and his thoughts zeroed in. His experience offered a million ways for him to dispatch a jedi, and he couldn't shove them away. He had to leave, get away, but where to? Rex swallowed when he felt his throat closing up in anxiety. The buzz of adrenaline would take time to wear off, but he couldn't run long enough to burn it away.

When he glanced over his shoulder once more at Ahsoka, the chip surged again and he collapsed to his knees. He zeroed in on the young togruta, then on the absence of his DC-17s. Where were they? Where had the traitor stashed them? Thieving, lying jedi. How could she? How could she steal something so precious to him?

"Rex?"

No. No! Ahsoka wouldn't. Ahsoka never would. She's loyal, always has been.

Wasn't she?

He drew in breath harshly between his teeth. "'Soka..." Speaking, thinking, and fighting- it was getting harder and harder every minute. He saw her perk up when he turned to face her, fighting back the raw hatred that flushed through him like hot fire. He squinted against the pain and tried not to focus too intently on the young togruta. "You need to go," he said slowly. "I don't have much time. Stay here, and neither do you."

Thankfully, she refrained from commenting on his choice of words. I know you can't take care of yourself, kid. No need to tell me twice, he thought.

Ahsoka nodded mutely. She edged along the wall to retrieve her belongings, a tenseness in her form the revealed her concern, her uncertainty and her fear. He nodded curtly to encourage her, then rose as steadily as he could to his feet, gripping the back of his chair tightly. His heart was pounding hard and fast in his ears.

"You need to-" traitors, monsters, slavers and liars, "--kill me."

"I can't-!"

"Please."

Kill the jedi.

Silence.