THE NEW CLONE WAR
by Gunman

Disclaimer: I do not own Spider-Man, Star Wars The Clone Wars, or their characters.

Summery: Spider-Man, Ahsoka and Anakin try to protect Jabba's son from the ruthless Sith known as Ventress.

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Chapter 2
Making A Break For It

(B'omarr Monastery, Planet Teth)

"Defensive Positions!" Captain Rex shouted as the clones geared up for the attack.

The Vulture droids opened fire on the monastery, specifically at the clone troopers and their Jedi leaders. Which included their arachnid ally.

"Everyone Take Cover!" Anakin shouted.

"Tanks! Open Fire!" Captain Rex shouted.

The two walking tanks fired at the Vulture droids, which seemed to dodge their laser bolts easily enough.

It is then that Spider-Man and Ahsoka noticed two other large crafts behind them.

"Uh... there's something else behind them!" Spider-Man shouted.

"I see them!" Ahsoka said. "Those are Separatist landing crafts!"

"Wait, landing crafts?" he asked.

"Yeah. Probably loaded with hundreds of battle droids." she said.

The first AT-TE was suddenly shot out from it's own feet and landed on one of the troopers.

"ARGH!" the trooper shouted. "I'm trapped! Help!"

"We need help over here!" Rex shouted.

Before Anakin and Ahsoka could use The Force to lift the walking tank off of him, Spider-Man raced over to it and gripped the sides.

"Get ready to pull." he said to the clone captain.

Rex, while confused about what he was going to do, just nodded.

Planting his feet and lifting up with all his strength, the webslinger slowly hoisted the tank off of the trapped trooper.

Rex and the other trooper pulled the trapped clone out from underneath the tank, even as they stared in disbelief at the feat.

Ahsoka just stared in shock at the incredible display of his strength.

"Huh. Guess you weren't kidding when you said he pulled the tank back onto the cliff." Anakin said to his apprentice.

"You thought I was lying?" Ahsoka asked.

"Well...exaggerating, maybe." he said.

"Do the cannons still work?" Spider-Man asked the Clones.

"Yes." Rex stated.

"Good. Fire them up!" the webslinger said.

The two tanks maneuvered their cannons, and fired, over and over again at the advancing droid army. They actually managed to shoot down one of the transports.

"Alright!" the clones shouted.

The Vulture droids flew in again, blasting the first tank and distracted the second, enabling the second winged landing craft to land and disembark their troops. The Vulture droids filled the courtyard with laser fire, distracting the troopers while their advanced forces, a small squad of Spider Droids, advanced.

"We've got Spiders inbound!" another trooper shouted as they returned fire.

"Get inside!" Anakin said to Ahsoka.

Ahsoka, along with the Huttlet and R2 raced into the temple, Spider-Man right on their heels.

"Fall back! Fall Back!" Captain Rex shouted as Anakin continued to deflect laser blasts with his saber.

Falling back behind the large blast door before it closed, Anakin Skywalker was the last one in. With that, the droids had taken the courtyard and were advancing upon their enemies.

"Looks like we're cut off." Rex said.

"I'm sensing something else." Anakin said.

"What?" the clone captain asked.

"A dark presence. Familiar." Anakin mused aloud. "It's... Ventress." he said.

"Who?" Spider-Man asked.

"She's Count Dooku's assassin." Ahsoka answered.

"We've got assassins now?" Spider-Man asked. "Wonderful."

"Captain, we'll stay here until General Kenobi arrives with reinforcements." Anakin said to Rex.

Anakin then noticed that Ahsoka was giving him a disapproving look.

"What?" he asked.

"Master, do you honestly think we can hold them off? We've got to find a way out of here." Ahsoka said.

"Our mandate is to protect this Hutt, and that's what we're going to do, Ahsoka." Anakin argued.

"Our mandate was to get this Hutt back to Tatooine, and time is running out." Ahsoka argued back.

"I suppose you have a plan." he asked.

R2 beeped as Ahsoka looked at the astro-droid.

"Yes, or I think so, R2 willing." she said.

"All right, Snips. I'll trust you on this one. Captain, hold them here as long as you can." Anakin said.

"Will do, sir. You heard the General! Get ready to turn those clankers into scrap metal!" Rex said to his men as Anakin, Ahsoka, Spider-Man, R2 and the Huttlet proceeded deeper into the monastery.

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R2 was eventually able to find a system interface and began analyzing the layout of the monastery itself. He found a backdoor landing platform from which they could be rescued.

"Let's see you get away this time." Anakin said as he caught the escaping Huttlet and placed it back into the backpack.

Suddenly, his communicator beeped.

"Anakin, come in." the voice of Captain Rex said.

"'Anakin'?" Ahsoka said in confusion, having never heard Rex use Anakin's name before.

"We've held the droids, sir."

"That's not like Rex." Anakin said.

"What is your location?"

"Ventress." he hissed softly.

"She's here." Ahsoka stated.

"She's here to kill the Hutt. Come on." Anakin said.

"Kill him, or take him back to Jabba herself?" Spider-Man wondered as he followed the pair. R2 followed them.

The group reached the backdoor landing platform.

"Skywalker to Obi-Wan. Mark my position." Anakin said into his communicator.

"Anakin?" Obi-Wan's voice crackled over the communicator.

"Obi-Wan? Do you copy? Obi-Wan? I can't get a hold of Obi-Wan. I'll see if I can find Captain Rex." Anakin said as his communicator to his former Master was unable to reach him. "Captain Rex, respond." he said to the clone captain.

"I read you, General. We're pinned down in the courtyard."

"Do you need assistance?" Anakin asked.

"Argh!"

"I'll take that as a yes, Captain. Stand by, we're on our way. Skywalker out." Anakin said and prepared to go and help his troops.

"Master! Stinky is really sick. He's turning every shade of green except the one he's supposed to be!" She said, getting Anakin to pause. "Our mission was to get him back to Tatooine alive."

"Obi-Wan will get here eventually. Right now, we need Rex to help us find a ship." Anakin said.

Suddenly, a pair of Destroyers rolled into the groups line of sight.

"Great. Rolling death balls." Ahsoka exclaimed.

Anakin handed the Hutt back to Ahsoka before engaging the Destroyers. He slipped between them, avoiding their laser fire, getting close enough to phase his hand through their force fields and ignited his saber, destroying one and then doing the same to the other.

"You four stay here! I'll be right back!" Anakin said as he rushed into the temple and disappeared.

"Why do I not have a good feeling about this?" Ahsoka asked.

"Any ideas?" Spider-Man asked.

The Huttlet started giggling and pointing to something behind them. Ahsoka looked over and saw another landing platform about a hundred meters from where they were, on another tall mesa.

"Another landing platform. With a ship on it!" Ahsoka said. "Good job, Stinky."

Spider-Man suddenly pulled Ahsoka and R2 to the side as the Jedi General raced back towards the stairs to get back to the courtyard. He put his finger to his lips, silencing Ahsoka as he leapt up and over the portal to the rear landing platform.

Ventress walked out onto the platform and looked around, easily seeing Ahsoka and R2, as well as her target, the Huttlet.

She pulled her lightsabers out of her belt and was about to ignite them, when Spider-Man silently dropped down behind her.

Sensing his presence, Ventress turned around.

Spider-Man looked the pale, bald-headed woman in the black dress, up and down.

"Who, may I ask, are you?" Spider-Man asked.

"Asajj Ventress. Apprentice to Count Dooku." the woman said, looking at the red and blue garbed young man.

"Apprentice? I heard you were an assassin." he said.

"That too." she said with a sinister smile.

"I guess in a time of war, beggars can't be choosers." he said.

"You ally yourself with the Jedi, and that makes you my enemy." she said.

"Aww, does that mean we're not going to have a meaningful conversation?" he said with a smirk.

"You talk too much." she stated.

"You just met me. Wait till I get going." he replied.

"How about I just kill you?" she asked, igniting her sabers.

"I wish you luck with that." he mocked her again.

Ventress attacked, swinging her lightsabers at the arachnid hero.

Spidey ducked and dodged the glowing energy blades, then leapt over the hairless assassin, smacking her on her head before landing behind her.

Ventress growled as she spun around and tried to slice her victim in half, only for her to miss by a scant few inches.

"Stand Still!" she shouted.

"You're Kidding, Right?!" he replied as he back-flipped into the temple once again, drawing her away from Ahsoka.

"I Insist!" she said as she followed him in, waving her hands at him.

"Augh! Did you just try and manipulate me?" he gasped, holding the sides of his head with his hands.

That should have worked. Unless his will is stronger than a normal person. She thought as she stretched out her hand to Force-Grab him.

(Spider-Sense!)

"WHOA!" he shouted as he jumped out of the way, to the right, as the wall behind him was suddenly pushed inward by an invisible force. He quickly sprang up the wall to avoid another Force-Grab.

Frustrated, Ventress thrust out her hand again, exploding one of the walls with a Force-Slam. Over and over and over again as Spider-Man continued to leapt and dodge out of her way.

"ARGH!" she screamed in frustration as she tried to flatten the web-slinger with her Force abilities again and again, as he leapt up onto the walls and began climbing them to get out of her range. Which he wasn't sure about.

Thank you, spider-sense! You saved my bacon again! Spidey thought as he continued to dodge the womans Force abilities.

"You are beginning to annoy me." she hissed at him.

"Only beginning? You seem quite perturbed to me." he said mockingly to her.

He jumped from the wall after her tenth Force-attack and fired several web-balls at her. Ventress swung her lightsabers in a flurry of motion, slicing and dicing the web-balls to pieces. Spider-Man charged towards her, continuing to fire his web-balls at her, before leaping over her and patted her on the head before landing behind her. She spun around to slice him in half with both her sabers, only for him to duck and roll to the side just in time.

"You have such wonderful muscle control. Do you work out?" he joked before dodging her sabers once again.

How is he dodging me? He's quick and agile. But... could he be... Force-sensitive? Ventress wondered as she charged after him. "Stand still, you obnoxious insect!"

"Jeez! Even in another dimension, on another planet, people just cannot get it right as to what I am! It's like a cosmic conspiracy of stupidity!" he shouted as he comically ran away from her.

"DON'T YOU EVER SHUT-UP?!" she screamed.

"Not when I'm awake." he called back.

"Then I will silence you, PERMANENTLY!" she shouted, rushing him again.

"Stronger than you have tried, lady. And I'm still alive." he said, dodging her again.

"Not for much longer!" she snarled.

"Heard that before, too." he said, this time shooting web-balls at her feet.

She leapt into the air to avoid the webbing.

"Run, run, as fast as you can. You'll never catch me I'm the amazing Spider-Man!" he cried out.

"RRRAAAAAGGGGGGHHHHHHH!" she screamed at absolute frustration.

Meanwhile, Ahsoka and R2 were just watching the scene before them, the Huttlet laughing happily at the display before him.

"I hear you, Stinky. It's actually quite entertaining." Ahsoka laughed.

R2 beeped in agreement.

Spider-Man managed to shoot more webbing at Ventress, getting it on her hands and lightsabers, then on her body and her feet and finally on her mouth and face.

She squirmed and wriggled wildly, at first wanting to rip the webbing off her face with her hands, but remembering she still had her lightsabers ignited. She growled and screamed, trying to resume her thrashing before she tried using her Force abilities to remove the webbing.

"That'll hold you. For a while." he said as he raced out to where Ahsoka, R2 and the Huttlet was. R2 then closed the door to the landing platform.

They looked over the edge of the platform and saw a pair of Spider Droids walking up the side of the cliff walls, shooting at them. However, their blasting startled a nest of large dragonfly creatures, that started to fly out away from the droids.

"WHOA! The Exterminators of this universe must get fat checks for getting rid of those things." Spider-Man gasped when he saw them.

"They're called Can-Cell's." Ahsoka said.

"Can-Cell's. Really?" he said. "They look like giant dragonfly's."

"Dragonfly's? That sounds so much cooler." she said.

"RAGH!" Ventress screamed from inside the corridor, which R2 had long shut.

"She'll be free any second. And that door won't stop her. What do we do?" Ahsoka asked.

"I've got a crazy idea." Spider-Man said as he grabbed Ahsoka and leapt over the edge of the platform.

"AAAAHHHH!" the Togruta padawan screamed as both she and the webslinger landed on one of the Can-Cells backs. Spider-Man was in the front by it's neck while Ahsoka and the Huttlet were right behind him.

"It's okay. I've got it!" Spider-Man shouted as he grabbed the creatures antenna and forced it to fly towards the far landing platform.

R2 fired up his rockets and flew after them, even as the landing platform he was on gave way and crushed the two Spider Droids into nothing.

Ventress had cut a large hole in the door just in time to see the group fly away from her, snarling as she saw they were now out of her grasp. Even her Force abilities.

The Can-Cell flew toward the secondary landing platform. Once they were over it, Spider-Man and Ahsoka jumped off, with the Huttlet laughing all the way.

"Are you..." Spider-Man started to ask, only for Ahsoka to preempt him.

"Don't, you, ever, do, that, again!" she snarled at the webslinger.

"Sorry. I did say it was crazy." he apologized.

"You're as bad as Master Skywalker." she said.

"I said I was sorry!" he replied.

Ahsoka turned to look at the ship.

"What a piece of junk." Ahsoka said. "We'd be better off on that big bug."

"Well, if you insist." he shrugged.

"No!" she said.

"What kind of ship is this?" Spider-Man asked.

"It looks like an old spice freighter." Ahsoka said. "I think it's a G9 Rigger-class light freighter. Pretty beat-up, too."

"Can you fly it? Cause... I can't." Spider-Man said.

"I have some training. Here, you take Stinky. I'll get aboard and prime the engines... assuming it has engines." Ahsoka said as she handed the Huttlet to him.

"Right." Spider-Man said as he took the pack and then hung it around R2's frame. The little droid beeping happily.

As she got to the gangplank, she noticed something walking out of the shadows and into the light of the ship itself.

"Hey! You're that caretaker droid. I wondered what happened to you." Ahsoka said, startling the droid.

"Oh! Young One. I mean, soon to be Jedi Knight." the caretaker droid said, somewhat surprised to see her. "I had to get away from those terrible..." he started to say, only for a trio of battle droids to come down the ramp.

"Okay, everything's loaded. Let's get out of... here?" the first battle droid said, before noticing Ahsoka.

"Why you tin-plated traitor." Ahsoka snarled.

"Blast her!" the caretaker shouted.

The droids fired at her, but Ahsoka's lightsaber easily deflected the blaster bolts, some back at them. She quickly raced up the ramp and took out the last battle droid, before aiming the glowing blade at the caretaker droids throat.

"Don't you dare." the droid hissed at her.

SLICE!

Spider-Man and R2 walked over to the pair as the droids head rolled over to the webslinger, stopping at his feet.

"Don't... you... dare." the droid continued to talk before it fizzled out.

"Hmm." Spider-Man mused, seeing the destroyed battle droids around them.

R2 easily rolled by, knocking the caretaker droids head in the process as he followed the webslinger up the ramp of the ship.

"Alright, let's get Stinky out of here." Spider-Man said as he sat in the co-pilots seat while Ahsoka sat to the left of him, in the pilots seat, and pushed the ignition button. The engine only sputtered. "Uh, if we can."

The engine continued to stall.

Ahsoka groaned in frustration.

"Hmm. Maybe we should have taken that big bug." Spider-Man said.

This earned him a frown from Ahsoka.

Spider-Man looked away from the Jedi Padawan, finding the ceiling of the ship far more interesting.

"R2, see if you can spark the ignition couplers." Ahsoka said to the little droid.

R2 plugged himself into the interface for the ship and tried to spark the engines, but it didn't work.

"No, that's not it. Trying opening the fuel lifters all the way." Ahsoka said.

The droid complied, causing the ship to power up.

"Good work, Artooie." she said as she closed the ramp of the ship and lifted off.

The take off was a little wobbly, and the ship started to shake a bit.

"Uh... you have piloted a ship before, right?" Spider-Man asked, holding the Huttlet tighter.

"Uh... yes. Just... never anything like this before." Ahsoka replied.

"I feel so much better." he said in a deadpan voice.

The Huttlet could only cough in agreement.

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Authors Notes:

Hope everyone likes this latest update for my Spider-Man/Clone Wars story.

You might have noticed that I've changed a few things here. Like Anakin not being at the ship while Spider-Man and Ahsoka are. This means that I will be changing things up a lot. I originally thought I would have to follow the original storyline, but I decided to really change things.

And yes, this is a Peter/Ahsoka pairing. I'm also thinking of adding some other characters to the mix, but I haven't decided who as yet.

As always, suggestions are welcome, and please read and review.