Disclaimer: This story is based on characters and situations created and owned by George Lucas. No money is being made and no copyright or trademark infringement is intended.


Dedicated to Nicole, because she's always there for me. I wish I could say the same about Obi-Wan and Anakin...

Well, this is my first attempt at an AU Star Wars fanfic. Or any Star Wars fanfic, for that matter. I'm up for any suggestions you have to offer. I named all of my chapters after song titles from my favorite bands that fit with what's going on in the story, purely for fun. If you can guess the artist of the song, kudos to you! I'll try to update whenever I can, but please don't pester me about it. Sometimes I get writer's block. Here goes nothing!


WHAT LIES BENEATH

- Prologue -
I Don't Care

The elevator doors slid open with a loud ding, and Anakin Skywalker stepped into the General's Quarters with Obi-Wan Kenobi following close behind. Supreme Chancellor Palpatine, the man they had been sent to rescue, sat in a chair at the far end of the room, a rather distressed expression plastered upon his already grim-looking face. As the two Jedi stepped closer, Anakin realized that the Chancellor's wrists were locked into place by iron restraints. But who was keeping him prisoner? There was no sign of General Grevious. Palpatine was alone. No guards, no force cage... Nothing.

That's odd, Anakin thought, his brow creasing in a frown. This almost seems like... a trap.

Beside him, Obi-Wan bowed. "Chancellor."

"Are you alright?" asked Anakin, concerned for his friend's well-being.

The Chancellor had been captured by Grevious during the space battle above Coruscant. Mace Windu, High Council Member, managed to injure Grevious, but his efforts hadn't been enough. The droid army general always got away, and this time he happened to get away with Chancellor Palpatine as his prisoner. Anakin, Obi-Wan, and a squadron of clone troopers stormed the Confederacy's flagship, fighting their way to the General's Quarters were Palpatine was being held hostage. They had expected a fight with Grevious, only to find themselves face-to-face with an old Sith adversary.

Palpatine scowled and looked past the two Jedi, muttering a quiet, "Count Dooku."

Behind them, the elevator doors opened and closed once more, and Anakin spun around to see Dooku making his way above them onto the balcony. Two Super Battle Droids trailed behind him, acting as an armed escort. As Dooku loomed above them, a confident look on his ancient face, Anakin remembered his last few encounters with the Sith Lord. During the battle on Geonosis, Anakin had lost his arm to Dooku's blade. Dooku had bested him a couple of times after that, but Anakin promised himself that this encounter would end differently. He would kill Dooku or die trying.

"This time we will do it together."

Snapping back into reality, Anakin glanced at the Sith Lord on the balcony, walking behind Obi-Wan to stand on his right side.

"I was about to say that," Anakin muttered in his friend's ear.

Dooku crouched down and leaped over the balcony, drawing his lightsaber.

"Get help! You're no match for him. He's a Sith Lord!" cried Palpatine.

Obi-Wan turned his back on Dooku to look at the Chancellor, the hint of a smile playing upon his lips. "Chancellor Palpatine, Sith Lords are our speciality." He tossed aside his cloak, and Anakin did the same, letting it fall loosely to rest on the ground behind him.

Focus, Anakin told himself. Stay focused. Don't make any stupid mistakes like last time. On Geonosis, Anakin had made the mistake of attacking Dooku without Obi-Wan's approval. That hadn't ended well at all.

"Your swords, please, Master Jedi. We don't want to make a mess of things in front of the Chancellor."

"You won't get away this time, Dooku," said Obi-Wan, igniting his crystal-blue lightsaber. Anakin followed his friend's example, and the two Jedi charged forward, engaging Dooku in a fierce duel.

Anakin followed his old Master's lead, attacking with quick, strong strokes, whereas Obi-Wan focused on dodging and blocking the Sith Lord's attacks. Their two different styles had always complimented each other. Count Dooku was talented, that much was certain, but the two Jedi held their ground against the Sith Lord. Dooku backed up and Anakin lowered his lightsaber, full of pride for having made it this far.

"I've been looking forward to this." Dooku grinned, his eyebrows raising.

Anakin tightened his lips and glared at the Sith Lord. "My powers have doubled since the last time we met, Count."

"Good. Twice the pride, double the fall."

Count Dooku lunged forward, catching the two Jedi by surprise. They pushed forward, and Anakin looked over to see Obi-Wan falter. His friend was having a difficult time keeping up with Anakin and the Sith Lord. Even though Anakin was ashamed to admit it, his old Master wasn't as talented as himself. It must be quite embarrassing for the Jedi Master to have his own pupil surpass him.

As the duel continued, both Obi-Wan and Dooku grew tired. Anakin only became stronger as his anger and frustration grew. He wanted to end the fight. He wanted to defeat Count Dooku, finally, after so many years... The young Jedi pushed harder and drove the attack on Dooku. The Count threw Obi-Wan back with the Force. Anakin scowled and pushed Dooku backwards, up the stairs, leaping over his opponent once they reached the top of the balcony. Behind the Sith Lord, he could see Obi-Wan staggering to his feet, cutting down the two Super Battle Droids as he followed Anakin and Dooku up the stairs.

The Sith Lord reached up a hand to grip Obi-Wan, holding him suspended in the air with the Force. Anakin lunged forward only to be kicked aside. He hit the arch-way with a harsh thud, watching dazedly as Obi-Wan clutched at his throat before being thrown backwards, hitting the adjacent balcony. Dooku then raised his hand to use the Force. The balcony fell on top of Obi-Wan, pinning him down.

Anakin growled and jumped forward once more, this time landing a hit on Dooku and kicking him off of the balcony. The Jedi Knight jumped down to the main floor. He used a strong series of quick attacks to push Dooku back. Twirling his lightsaber, he swung it to meet Dooku's own crimson red blade.

Dooku spoke to Anakin behind their locked lightsabers. "I sense great fear in you, Skywalker. You have hate. You have anger. But you don't use them."

Anakin regained his composure and broke apart from Dooku, bringing his weapon down hard upon Dooku's in an effort to finally break through his defenses, attacking with a new ferocity that he hardly recognized. After what seemed an eternity, Anakin slashed downwards and met flesh, cutting through both of Dooku's hands. The Sith Lord's lightsaber flew from his grip and Anakin caught it in mid-air. He brought down both weapons and pressing them to Dooku's throat.

Palpatine smiled, a smile that Anakin couldn't see.

"Good, Anakin, good." The Chancellor chuckled softly and paused, his expression suddenly serious. "Kill him. Kill him now!"

Anakin's brow creased in confusion as he studied Dooku's frightened face. Should he go against the Jedi Order and kill Dooku? Murdering an unarmed prisoner was illegal. It was against the Jedi Code... But Dooku was dangerous, far too dangerous to be kept alive.

"I shouldn't..." Anakin bit his lip, struggling with his morality. What would Obi-Wan do? The answer was clear enough. Obi-Wan wouldn't listen to Palpatine. He would take Dooku back to the Jedi Temple and give him a fair trial, such as the Jedi Code suggested.

"Do it!"

But Anakin wasn't Obi-Wan.

Anakin removed Dooku's head, extinguishing his lightsabers and letting his hands fall to his sides. A new emotion overwhelmed him. He was glad Dooku was dead. The Sith Lord deserved it after everything he had done. A thunderous explosion sounded from somewhere far away, rattling the ship, and Anakin studied Dooku's decapitated head as it rolled to a stop a few feet away from the body.

"You did well, Anakin," said Palpatine, and Anakin turned towards him. "He was too dangerous to be kept alive."

Anakin raised a hand and unlocked the Chancellor's binds with the Force. "Yes, but he was an unarmed prisoner. I shouldn't have done that. It's not the Jedi way."

Palpatine stood from his seat and rubbed his wrists where the restraints had previously been. "It is only natural," he began, his voice calm despite the act Anakin had just committed. "He cut off your arm, and you wanted revenge. It wasn't the first time, Anakin. Remember what you told me about your mother and the Sand People."

Anakin lowered his head. He remembered distinctly what had happened that day on Tatooine, when he had taken out his anger on the Tusken's who had killed his mother.

His mother was dying in his arms. She was just as he had remembered her, despite the fact that she was caked in blood and terribly beaten. He cradled her gently, a pained look upon his face as he looked down upon the woman who had raised him.

"Mom..."

"... Annie? Annie?"

"I'm here, Mom." He stroked her cheek, wiping away a trail of dry blood.

"Annie? You look so handsome. My son... my grown-up son. I'm so proud of you, Annie... so proud... I missed you so much... I love..."

His grip tightened, his teeth clenched as he felt her life-force slowly ebbing away. "Stay with me, Mom!"

"I love..."

She breathed deeply, her last breath, and her head tilted back against his arm. He pulled her close, cradling her against his breast for a moment as the silence deepened, and then he lifted his head. His face was a grim mask, his eyes crazed as he

took out his anger on the two Tusken guards standing watch at the tent's entrance. His lightsaber hacked through their slender bodies effortlessly, and his anger only grew with each life he took.

As Anakin's memory faded, he could almost hear the screams of the dying Tuskens as he slaughtered them.

"Now, we must leave before more security droids arrive," Palpatine continued, interrupting Anakin's thoughts.

As the ship began to tilt, Anakin remembered Obi-Wan and rushed to his friend's side, lifting the shattered control console from on top of him and sliding him free. He knelt down, checking Obi-Wan for any injuries. He seemed fine. No major damage had been done, from what Anakin could tell.

"Anakin, there is no time. We must get off this ship before it's too late."

Palpatine was right. There was no time. If they didn't leave now, the cruiser may be destroyed, and Obi-Wan would only slow them down. But Anakin couldn't leave his friend behind, even if it meant his own death. Obi-Wan had always been there for him.

"He seems to be alright," said Anakin, looking up at the Chancellor briefly before returning his attention to Obi-Wan.

"Leave him, or we'll never make it."

His fate will be the same as ours. That was the right answer, the answer that, once spoken, could lead Anakin and Palpatine to their deaths. Anakin could easily speak those words and take Obi-Wan with him. He could easily speak those words and meet his death. Or he could leave Obi-Wan behind and save his own skin. The question was, did he really want to save Obi-Wan in the first place?

The General's Quarters faded away, replaced by dark memories of Tatooine.

"It's all Obi-Wan's fault! He's jealous! He's holding me back!"

He stood with his back turned to Padme, his eyes full of tears, staring down at his blood-stained hands.

"Annie, what's wrong?"

"I... I killed them. I killed them all." He spun around to face her, a wild look in his eyes. "They're dead. Every single one of them! Not just the men, but the women... and the children too. They're like animals, and I slaughtered them like animals... I hate them!"

After a long silence, he broke down, sobbing and sliding to the floor. Padme sat beside him, stroking his face to calm him.

It's all Obi-Wan's fault...

Tatooine disappeared, and Anakin found himself aboard the gunship, chasing down Dooku for the first time.

The ship banked up a steep dune to avoid enemy fire, but it was still hit. It lurched to the side, throwing Padme and a clone officer out of the gunship. Padme tumbled down the dune and disappeared from sight.

"Padme!" He screamed, reaching out to catch her. It was too late. "Put the ship down!" he shouted, turning toward the pilot.

"Don't let your personal feelings get in the way!" yelled Obi-Wan over the roar of the engine. He, too, spoke to the clone pilot. "Follow that speeder." The ship continued its pursuit of Dooku's speader.

A red film covered his eyes, and he found himself slowly slipping into a fit of rage. He couldn't control it. He couldn't lose Padme. Not like he had lost his mother.

"Lower the ship!" he cried, digging his fingernails into the gunship's railing.

Obi-Wan turned to him, raising his voice. His master hardly ever raised his voice. "Anakin, I can't take Dooku alone. I need you! If we catch him we can end this war right now! We have a job to do!"

"I don't care!"

It's all Obi-Wan's fault...

"Anakin?"

Anakin snapped out of it upon hearing the voice of the Chancellor. He looked over to see Palpatine waiting for him, already halfway towards the elevator.

"It's all Obi-Wan's fault! He's jealous! He's holding me back!"

"I hate them!"

"Anakin, I can't take Dooku alone! I need you!"

"I don't care!"

Anakin stood up, turning his back on Obi-Wan. "You're right, Chancellor. Let's get out of here."


Sneak Peak for Chapter One ("Rise Above This"):

"... Anakin?" he said weakly, his eyelids fluttering. Help me. Obi-Wan couldn't remember whether he had said those two words at loud, or whether he was merely thinking to himself. The whole world collapsed when another piece of the wall fell on top of him. One clear thought penetrated his mind before he lost consciousness. Why did he leave me? Why did he leave me here to die?