If you have never seen the artwork of Shorelle on Deviantart (particularly her prequel series on Rule 63) then you are missing out on a lot. I am in between writing, and I have been busy. But I saw her frames for Episode II and the prequels as a whole and I just got absolutely inspired by her. Before I get to my Return of the Jedi AU...I think I'll deviate for a moment and work on a Rule 63: AU. For those who don't know, Rule 63 is simply changing the gender of a familiar character. I really like this story, and I've started much earlier here than in some of my other AU's. Please read, review, critique, and...as always...enjoy.

Chapter 1

"Skywalker…what are you doing here?" She shouted out to him, trying to sound angry as the blaster fire cascaded around them both.

"Well," he said as he aimed his blaster to cover her from more Destroyer Droids. "I was thinking of saving your life for once." Jedi Knight Padmé Amidala Naberrie smiled at him as she slashed another droid down. The factory was beginning to overflow with them. They found themselves surrounded. Their backs were to the wall now.

"Get behind me…you are more important than I am!" Padmé shouted at him. He moved closer to her which sent a shiver up her back. Finally, the blaster fire stopped.

"Surrender now Jedi scum!" It was Jango Fett. "You are hopelessly outnumbered." She extinguished her blade and dropped it on the floor. Anakin Skywalker followed suit as well with his blaster.

They were tied up with chains and put on a chariot to be led to an arena and what appeared to be certain death.

"Anakin…I'm the one who got us into this mess." She shuts her eyes. "Don't be afraid. They can't do much more to us." He straightened up like a ramrod.

"I'm not afraid." He paused, measuring his words. "I'm not afraid of dying." Padmé s sandy blonde hair blew in her face as a slightly breeze picked up. She listened intently to the Nubian Senator's words. "I was wrong." Her eyes widened.

"About what?" He leaned closer to her as he whispered.

"The truth is I've been dying a little each day since you came back into my life. I think about you all the time." He sighed. "I love you." She looked away.

"You can't love me Anakin…we said this couldn't work…"

"I know just…" He closed his eyes and kissed her lips. She kissed him back too. They didn't need words for they had spoken them all before.

They were fighting beasts now. "Glad you got my message, Padmé." Obi-Wan Kenobi dodged away as another ferocious beast came at him.

"Better later than never Master!" Anakin slammed the Acklay hard with a pike sending it spiraling backward.

"Well he seems to be all right, why did you bring him here?"

"He wouldn't give me much of a choice." Kenobi smiled.

"I bet he wouldn't." They were surrounded again. Dooku stared menacingly at them from his balcony perched above the entire scene. "Droids…" Padmé stood closed to Anakin whose hand brushed against hers. Kenobi noticed, but didn't let it on. They had far more pressing matters to attend to now.

Suddenly, the sound of lightsabers and gunships rocked the arena they were in. Yoda and the hundreds of Jedi descended upon the place taking down Geonosians and Droids alike with quick and precise attacks. A gunship came near them, and the three stunned heroes jumped in as it quickly took off dispatching more droids in its wake.

The two Jedi made it to a darkly lit hangar bay. Anakin ran behind them, armed with two blasters and ready for whatever was to greet them on the other side. They found Count Dooku alone. He was trying desperately to make his escape.

"Master Kenobi…while it's always a pleasure to see you…and your esteemed Padawan…I'm afraid that I'm in a bit of a rush."

"I'm sure you are Dooku," said Kenobi. Dooku smiled and backed away from his transport.

"Your powers are no match for me Jedi. Neither one of you can protect yourselves," he paused as he saw Senator Skywalker behind them. "Nor can you protect your precious Senator." He quickly sent a bolt of lightning directly at Anakin. Padmé ignited her blade and lunged forward, taking the blunt of the strike in her chest and absorbing the rest in her blade. She leaned against Anakin for support. He helped her up, as Obi-Wan stared down Dookue.

"That was unwise of you Dooku." The Dark Lord smiled evilly as he ignited his curved red blade.

"Show me how unwise it was Kenobi!" Obi-Wan ignited his blade and blocked the incoming strike that rained down upon him hard. They parried and blocked as they circled around the room, neither warrior gaining the upper hand. Padmé got her bearings and grabbed the hilt of her blade. Anakin Skywalker held her back for a moment.

"You don't have to do this Padmé." Their eyes met.

"It's my duty…" She kissed his cheek softly and whispered in his ear. "Find Yoda and the rest of the reinforcements."

"I won't leave you."

"He'll use you against me if you stay…do what I say…I'll be fine." She smiled weakly at him as he hesitated and ran out to call for help. She steeled herself as she ignited her blade. With a mighty grunt she joined the fray and signed Dooku's in the back slightly.

"Ah…another interloper…" Dooku said mockingly.

"We work as one," Kenobi muttered. Padmé nodded her head. She feinted a strike and Kenobi lunged. Dooku flipped back.

"Impressive, young Naberrie. But you hold your emotions in check far too much."

"Don't listen to him," said Kenobi. He ran at him and began striking in rapid succession but that's exactly what Dooku wanted. He lured him closer and closer to the docked ship, and then began pressing him toward the vessel. He quickly struck two light blows causing Kenobi to scream out in pain as he collapsed to the floor in a heap. Padmé ran after them and lunged again blocking a nearly fatal strike against her master.

"Brave of you girl…brave…but foolish." Dooku paused for a moment. "I would have thought you had a learned your lesson the first time." Padmé's eyes narrowed as she stared at Dooku with a determination he hadn't quite seen before.

"You'll find that I'm a slower learner." She leapt over him and tried to land a blow on his shoulder but the older warrior was too fast for her. He began to push her back away from Kenobi, which gave her master time to recuperate. Padmé blocked each of Dooku's strikes, her hair whipping around wildly as she clutched the hilt of her blade tightly. She managed to land a kick in his stomach that sent him flying back hard against an adjacent wall.

"You are powerful indeed for a Padawan…" He stood up and reignited his red blade. "Unfortunately, you don't know who you are dealing with." She grew nervous, but grit her teeth as the two of them clashed blades again. She moved to strike him again but was stopped seemingly in mid-air. He raised his hand and elevated her with the Force. Than he slammed down hard and severed her right arm clean off pushing her back hard against a metal container. She grunted and moaned next to her master.