Author's note: This was just a random little idea I had, and I thought it would work best if I used these two characters. Please note, the two are friends in this story, as that is the only way I see them. I think the humor works best from that perspective, at any rate. :D Hope you enjoy- 'twas very fun to write. Haha.

Downtime was considered sacred for Torrent Company. Though Captain Rex would have preferred left alone during such moments, he found being with the soldiers often provided its share of amusement. And after a particularly nasty couple of weeks hacking through the tinnies as usual, he welcomed the time off.

Rex and his company had all been shipped back home to Coruscant. He had never really considered any place 'home,' but the city planet seemed to fit the bill. Skywalker had gone off on his usual rounds, though he'd left his Padawan behind-something that was almost unusual, seeing as how she followed him everywhere.

Rex made sure he kept an eye on her, knowing the kid was prone to causing trouble, especially if she had nothing to do. He was used to her whining by now, and most of his men could put up with it. She had gotten better at things like that, but occasionally she'd fall back into the smug adolescent they all knew she was.

That particular afternoon, most of Torrent Company had gathered in the barracks built close to the landing platforms outside. Laughter filled the rooms, nearly drowned out by the sounds from several holoscreens, all flashing with different events or advertisements. Rex stood with several others, watching the current bolo-ball tournament intently. The soldiers weren't given many credits for anything, usually only enough to buy food and supplies in the rare case they had a furlough. In spite of that, however, bets were placed on the bolo-ball games for enjoyment.

It was Rex's first time betting on anyone to win, and currently his team was losing.

"You promised me good odds, Coric," he said.

"Did I, sir?"

Rex narrowed his eyes at the Sergeant's smile. He heaved a sigh, turning back to the screens. The surrounding men stared at them as if they were battlefield holograms, each one with a different tensed look to his face. Rex stroked his chin thoughtfully as he watched. Several of the men called out in alarm.

"Aw, look out behind you!"

"He came out of nowhere-!"

The group suddenly flinched, followed by chorus of 'Oh's.

"Man," Coric mused with a bewildered shake of his head, "that barve was smoked."

Rex winced as he watched the replay. "You aren't kidding…"

By the time the game had reached the end of its first quarter, the Captain was still losing, though his team was only three points away from tying. Wanting a short break from watching the screens, Rex left to head for the mess hall and get a chance to eat something that tasted relatively good. Anything beat the bizarre tang of the high-calorie rations he was used to cramming in his mouth. He pulled uncomfortably at the tunic he wore, used to the familiar weight of his battle armor. Each soldier wore Civvies on leave, though it would take Rex several days to adjust to the lack of his armor and helmet.

"Rex! Hey!"

He stopped at the familiar voice and turned to face Ahsoka Tano, Skywalker's young Padawan. She looked excited about something. Rex couldn't help smirking.

"What's the news today, Littl'un?" he asked.

Briefly, he saw a flash of defiance in her eyes at the mention of her nickname, although she was used to all the name-calling by then. The smile reappeared across her face as she said,

"Some of the troopers just finished telling me a great story about you. Something that happened awhile back, before I came along."

Rex arched an eyebrow. "Really, now? There are quite a few stories you haven't heard."

"I know, but this one happened to be really cool."

He decided to buy into her apparent fascination, at least a little bit. He crossed his arms and looked down at her.

"Let's hear it, then."

Ahsoka grinned, bouncing on her heels as she moved to stand beside him.

"Well, I guess it happened before you were a Captain…"

"Then this should be good."

"It is," the Padawan assured him, "Apparently, there was an instance during some battle where you and a couple guys were left to fight a bunch of tinnies." Ahsoka held up a finger. "But! Your weapons had all malfunctioned, which meant you had to fight hand-to-hand."

Rex wracked his brain for the memory and found it after a moment. It had happened early in the war, before he'd been assigned to Skywalker.

"We weren't alone; there was a Jedi with us, if I remember correctly…" he said.

Ahsoka nodded, eyes wide with admiration and excitement.

"But the Jedi lost her lightsaber! I've never heard a story like that- fighting a bunch of droids hand-to-hand…even with a Jedi that's still quite a feat, Rex!"

The Captain waved his hand dismissively. "We just kept our cool, did our job. Maybe a bit of luck was involved. Really nothing too spectacular, kid."

Ahsoka crossed her arms and stood at an angle, raising her eyebrows.

"Even so. It was amazing what they told me. They said you took down a Super all by yourself- is that true?"

Rex nodded, and she laughed.

"Wow! How'd you manage that?'

The Captain shrugged, continuing his walk into the mess hall. Ahsoka tagged along behind him, eager to hear what he had to say.

"You gotta get in close, first," he said, "After that- anything goes."

"How'd the Jedi fight without her 'saber?"

Rex actually laughed, a knowing laugh that Ahsoka had never heard before. He looked down at her and smirked.

"Oh, she managed."

The Padawan made a face. Rex knew she hated how vague he was being. Behind them, the men exclaimed loudly yet again as the screens flashed brilliant colors. Rex glanced over his shoulder and was dismayed by the fact the opposing team had scored again. He narrowed his eyes.

If I lose those credits, Coric is getting an earful…

It wasn't until the noise died down was he aware that Ahsoka had asked him a question.

"What's that?" he said.

She was at once annoyed. "I said, can you teach me how to fight?"

"You mean hand-to-hand?" When she nodded her reply, Rex frowned. "They don't teach you the basics in the Jedi Order?"

"Guess not. So how 'bout it?!" Ahsoka replied excitedly.

Rex regarded her critically and took a moment. He knew how capable she was as a Jedi, even at her age. But as Skywalker's Padawan, that meant there was a certain protection she was automatically granted. Even something as "harmless" as teaching her a few fighting techniques could be a bad idea. She was quite the impetuous type, maybe even overconfident. He didn't want to be responsible for anything stupid she might end up doing.

"Rex?"

Her voice brought him from his thoughts and he stared back down at her, a disapproving look beginning to cross his face. Ahsoka's blue eyes were excited. She clasped her hands together and bounced a few more times.

"Please, Rex?" she begged, "My best buddy Rex, who wants me to tell General Skywalker that Torrent Company wasn't gambling the whole time he was gone?"

"Are you threatening me, Littl'un?" the Captain asked, almost amused.

Ahsoka shrugged. She's learned too much from Skywalker… Rex heaved another sigh, looking back toward his men, who were still crowded around the holoscreens like children watching an action program. They all collectively flinched and exclaimed yet again. Rex pursed his lips thoughtfully.

"Alright," he relented with a sigh.

Ahsoka clapped happily. "Thanks, Rex!"

He shook his head, trying to locate a proper place to demonstrate a few techniques. There was an open space in the middle of the mess hall and he waved for her to follow him. Ahsoka took her place across from him, swinging her arms.

"What's first?"

"Simple stuff," Rex replied, double-checking their space.

He could hear more cheers coming from behind them and winced, wanting desperately to go back to watching the game. Bu the Padawan came first…

"Right…okay. One of the most basic things to start with is a blocking maneuver. Fighting always centers around your opponent and how well you can use his disadvantage to your advantage."

Ahsoka nodded, crossing her arms as Rex spoke. He bent his knees and fell into his fighting stance; she mimicked him.

"Not bad. Bend your knees more-there you go. A basic block is just to use your forearm." Rex paused to demonstrate, and the Padawan did the same. "If you do it right, you can trap your attacker for a bit and he leaves his whole torso exposed. That's when you follow through with a punch."

Rex jabbed the air in a quick motion with his right hand, his left arm still in the blocking stance. Ahsoka frowned and punched as he did. The Captain bit back a laugh; she looked absurd.

"No, no. Your arm should come straight ahead, not from the side. Put your shoulder and your back into it to bring yourself forward."

Ahsoka tried again; Rex grimaced.

"Almost."

She scowled. "That was right; I think you're just being picky."

"You're still swinging out with you arm," Rex told her. He took a few steps toward her and reached out to tap her left arm, which was still held up in a blocking position. "Forget about that for now and just try a couple punches."

Ahsoka did just that, only to Rex's irritation, came to the same result. He found it interesting how he had tremendous patience for his men, but one Jedi Padawan was enough to frustrate him.

"When you punch, lean into it. You can even take a step closer to give yourself some momentum," he explained, "Use your shoulder more."

Rex took a moment to demonstrate once more and Ahsoka watched on interestedly. She bit one of her nails and nodded as he straightened up.

"I think I got it…"

"And make sure you have a target. If you want to hit the opponent's arm or stomach, make those targets." Rex held out his hands. "Aim for my palms."

Ahsoka hesitated. "I don't want to hurt you or anything…"

"You won't," Rex laughed.

The Padawan sighed and fell back into her fighting stance. Her punches were better this time, though she still hadn't correctly done what he'd told her. Rex assumed she was confused, but knew she wouldn't tell him so.

"Try taking the step forward," he suggested.

"I am!"

She wasn't. Rex could tell she was getting more and more frustrated; her punches were harder.

"You can do it, Littl'un. Take it easy; use the Force if you have to."

Ahsoka scowled at his joke. Around them, some of the troopers from Torrent Company had appeared, heading for some of the food stations. Rex knew the bolo-ball game must have reached its half. Ahsoka was still throwing punches; she missed one of his palms and he flinched.

"Calm down," he cautioned, "Anger makes everything erratic."

Ahsoka huffed at him. Rex waved for her to continue.

"Come on. You've almost got it."

She nodded, squaring her shoulders, moving to punch at his palms yet again. By that time, several soldiers had filed into the mess hall. Someone called to Rex.

"Captain, sir!"

He turned slightly to face Coric. "Yes, Sergeant?"

"Your team's losing, sir. Might want to hand over those credits now."

"I don't think so," Rex laughed, "The game isn't over ye-"

His sentence was cut short by the small fist that slammed into his solar plexus. The Captain gasped as all the air left his lungs and he staggered backward several paces. The mess hall had gone completely silent. Ahsoka shrieked in elation.

"I did it! I took the step forward and that made all the difference!!"

She leapt around for a moment, oblivious to the fact Rex had fallen to his knees, coughing. The troopers watched in stunned silence.

"Rex, I did it!" Ahsoka was saying, "I- Oh…oh no."

Her hands flew up to her face and she slapped them over her mouth. Rex managed a nod, shakily forming a 'thumbs-up' sign. Coric was the first to say something.

"That was one hell of a right hook, kid!"

The troopers suddenly fell into uproarious laughter. Rex staggered to his feet, sneering at Coric, who was guffawing so hard he could barely keep on his feet. He leaned against one of the tables for support, attempting to say something but only falling into more laughter. Wincing, Rex turned to face Ahsoka, who looked genuinely concerned, in spite of the fact she was smiling sheepishly.

"Are you okay?" she giggled.

Rex sighed, gingerly touching the spot on his gut. He couldn't help laughing a little at the realization he'd probably have a bruise. The Captain reached out to pat the young Padawan on the head.

"Nice one, Littl'un," he croaked, "But no word of this to Skywalker."

Ahsoka grinned. "You got it."