Summary: It's just a routine checkup. Nothing serious. How are the locals handling governing themselves? Fei Tahn takes a lone gunship down to the surface of a recently won planet only to be shot down by separatists. With only Ahsoka, Rex and the rest of a small squad, Fei's forces are quickly felled by Grievous's superior numbers. Fei quickly reaches a final decision, much to the distress of her three remaining men, but a decision she knows will save lives.

This is the second fanfic I've written surrounding this character. She's got a pretty cool ability to shift between an aquatic and a terrestrial form. If you want a more detailed description, I've given one in my first fic, so check that out. Thanks and I hope you enjoy!

Silver Scales

Chapter One

"That is an order!" Fei shouted to her three remaining men, commanding them to retreat without her. They were completely surrounded. She knew they couldn't all escape, but Grievous seemed to really have it in for her, so maybe she could pose as a distraction and buy her men enough time to escape and call for help.

"But!.." Ahsoka tried to argue, nearly on the verge of tears after the demolition of her entire squad, and now her master's sacrifice.

"Padawan! You will leave me here! Now!" Fei commanded, her voice raised to a level her subordinates had rarely seen. "Take Rex and Daz and get out of here. That is an order! Do not make me repeat myself!" She paused, her shoulders sagging for a moment. Her eyes suddenly softened, even as the metallic clanking of droids' footfalls and Grievous's feral growl could be heard approaching from only a corridor over. "Please," she said. She turned to her captain, looking up to the window of his helmet, but saw only her own reflection. "Keep them safe," she said. "I'll draw the enemy away, but you've got to go get help." Rex gave a curt nod, but didn't trust his voice not to quiver, so he chose to remain silent. He simply took Ahsoka's wrist and pulled her around the next corner as the droid battalion turned down the hallway toward the solo Jedi. Fei ignited her twin sabers as blaster fire came showering toward her. Rex quickly knelt down to the nearest ventilation shaft they came across and ripped the metal grate from its frame. "Go," he said, ushering the near catatonic padawan into the tunnel and gave Daz a shove on the shoulder, then finally stepped through himself, pulling the grate back into place behind him.

The three remaining soldiers of Fei's squad crawled silently through the ventilation systems of the abandoned palace as blaster fire echoed through the halls. Fei deflected the droids' blaster bolts with her dual sabers, effortlessly dancing around the blaster fire as she drew the army toward her. She began her retreat backwards as Grievous rounded the corner at the back of the march, surrounded by his dozen commando droids. She withdrew down the hallway one step at a time.

"Fei Tahn," Grievous roared across the hall, a smirk evident in his voice even if his metallic face couldn't show it. "It's always a pleasure to meet you in battle, but this time will be your last."

"That coming from the coward hiding behind his commando droids," Fei retorted. "If this is truly to be my last battle, why don't you meet me? Are you afraid I might take you down with me, even with the odds of a hundred battle droids to a single Jedi?"

Grievous growled angrily. "Jedi scum," he snarled as he pulled two of the many sabers holstered at his hips and ignited them for battle. He slowly made his way toward the front of the attack, finally sprinting toward the palace's sole defender. Fei raised her sabers to block the separatist general's forward attack. The sabers clashed, the blue and green glow illuminating both faces as each glared into the other's eyes. Fei pushed Grievous off of her and continued her dancing steps backwards. They continued their spar until they reached the abandoned great hall, the towering gold ceiling and pillars opening up at the back to an expansive balcony. She dodged and weaved in between Grievous's swings and brought her own lightsabers to meet his in a last clash of abrasive sound. She pushed him away and flung him back into his droids with the Force.

She stepped back onto the long ivory pier extending out into the crystal blue sea. The bright sunshine and sea salty breeze touched her skin. She thought it odd how such a beautiful place could be the site of such hideous war. Her lightsabers trailed green light as she deflected the droids continuous volley of blaster fire. Grievous growled as he pushed himself up and reignited his sabers. He charged back toward the young Jedi, forcing her closer and closer to the precipice of the end of the pier. She glanced over the edge, looking at the ocean a hundred feet below. She gasped as she narrowly blocked a jab from the reptilian android, realizing that she was beginning to tire. Although she had denied it at the time, her gunship's crash landing had taken a toll on her. Her sore left hip was beginning to hinder her and every breath was met with a short stab of pain, leading her to believe she might have a broken rib or two from the impact. She parried another jab and countered with her own blade, but Grievous expertly deflected her attack and managed to pull Fei off balance. She reeled backwards to avoid Grievous' slash across her chest, tripping over her heel and falling onto the cold ivory floor. Grievous descended upon her, driving his lightsabers toward the fallen Jedi for a killing blow. She brought her own sabers up to block the attack. She recoiled away from him as Grievous leaned his face down toward her. "I'm glad I get to be the one to kill you, General Fei Tahn," he smirked. "I'll be sure to send Obi-Wan my condolences."

Rex grunted as he kicked out a grate, finally releasing them from the maze of ventilation shafts they'd had to navigate to escape. He stuck his head out and scanned their surroundings to make sure they wouldn't be noticed dropping down into the jungle below. "Oh no," he gasped as he turned to see his general backed up to a hundred foot drop with Grievous clashed against her and an army of droids behind him.

"What is it?" Ahsoka asked, panicked. She pushed herself up next to Rex to peek out of the small opening. "No," she gasped. "No, no, NO! I knew we shouldn't have left her. I knew it!" They sat in suspense, refusing to leave without knowing the fate of their loved leader.

Fei gasped as one of the commando droids finally hit its mark, the bolt tearing through her shoulder as she still tried desperately to gain the upper hand against Grievous. The commando droids were quickly stalking their way through the ranks to team up with Grievous against the lone Jedi. She continued deflecting blaster fire and avoiding Grievous' attacks, but the android still had a few cheats up his sleeve. He laughed as he unhinged his second pair of limbs, reaching for a second set of sabers.

"Ugh," Fei grunted as she took down one of the nearing commando droids and parried another of Grievous' blows. "You're such a cheat."

Grievous laughed. "I'm just utilizing all of my resources." Another bolt grazed Fei's cheek, leaving a bright red streak. She was being overwhelmed. She countered another jab, but a metal claw came from nowhere, latching itself around Fei's throat and lifting her from the ground. She gasped, but quickly acted, bringing her saber to slice away the metal holding her. Grievous, however, saw the attack coming and quickly grabbed both of her thin wrists. Again he laughed, happy he would finally be rid of perhaps his most fearsome rival. "Did I not say this battle would be your last?" Fei gave no response but a cry of pain as Grievous crushed her wrists to loosen her grip on her lightsabers. The great weapons fell to the ground with a soft clatter as she released the threaded hilts. "And what a fitting place for your death. The executioner's stand of the government you overthrew to create a republic world, where rebels and criminals were shot and thrown into the sea… How about we do the same to you." He gave a quick nod to his commando droids and slugged the woman in the stomach, then dropped her to the ground. He gave a swift kick to her head then stepped back to make way for his "executioners."

Fei stood slowly and came face to face with a squad of commando droids with their weapons aimed at her. Time seemed to slow down. Fei could feel her heart beat in her chest. The wind gently caressed her skin and lifted her hair to dance with the silver locks. She didn't hear the initial firing of the blasters, but could see the dozen red bolts slowly racing toward her. She could already tell where each one would hit. She stumbled backwards in slow motion, preferring the hundred foot fall to the firing squad, but she could see it still could not be avoided. Five bullets hit their mark before Fei fell over the edge. The pain didn't register immediately. The only sensation she felt was air rushing across her skin and the sickening feeling of gravity pulling her down to the sea below, then impact.

Rex, Ahsoka, and Daz watched from a distance. They saw as the first red bolt tear through her shoulder. Ahsoka gasped, but continued to watch as Fei continued to fight. She only looked away when Grievous finally had their general by the throat. "No, no, no. Please no," she cried. "We must help her!"

Rex held her back as she turned to run back into the palace. "No, you heard the general's orders. We need to find help… besides," he started, his voice suddenly dropping. "There's nothing we can do…" They watched as Grievous hit her and dropped her to the ground, then continued with a kick. "Bastard," Rex muttered through gritted teeth. He clenched his fist as he saw the commando droids line up in formation against the lone woman. They all looked on as their leader stood, but was immediately cut down by a shower of blaster fire. Ahsoka cried out as she watched the Jedi master take the fire and fall over the edge of the pier and ultimately to her death a hundred feet below. She turned away before she could see Fei hit the water, but Rex refused to look away, giving his general at least the honor of having her death be known. It was only as her body sunk below the waves that he lowered his head in grief.

"I'm sorry Ahsoka," he said, a slight tremble in his voice. "But we need to go." Tears streamed down her face as the young padawan looked up to the clone captain.

"But… her… her body," Ahsoka cried.

"I know," Rex said, his voice cracking. "But we have to follow her final orders. We can't let her sacrifice go to waste." Ahsoka wiped the tears from her eyes and steadied her trembling hands. The three soldiers dropped down into the green brush below and took off into the jungle, hoping to get away on one of the separatists ships with most of the droids preoccupied with Fei's defeat.


So, that's it for chapter 1. Hope you enjoyed! Please please please leave a review. Feedback is so important. There is definitely more on the way, so keep a look out. I might not be the fastest writer, but practice makes perfect and this is only round two, so hopefully I can keep chapters and stories coming. Thank you!