Okay, this flashback started as just one sentence, then grew to a paragraph, and is now pretty much two whole chapters. The rest will be completed soon. I wanted to add some reason behind C-41's attitude and actions, and the best way I know how is to have some more flashbacks.

Gerik was not an extraordinarily good pilot, but he certainly had enough skill to fly their bucket freighter to Melida/Daan, the place where the datapads signal had originated from. It would still take a week or two to make it there. After all, it was all the way across the galaxy, and you couldn't just fly in a straight line.

"Think the girl will still help us?" C-41 said rather abruptly from the copilot seat. Gerik looked at him, bewildered by his left field comment.

"Once she sees what the twins did to that boy, she'll listen well enough. Maternal instinct and all that."

"Yeah," C-41 said nodding slowly. "But I don't like the idea of inserting someone we can't fully trust into the field. What if she betrays us?"

Gerik laughed and smoothly drew one of his knuckle duster knives from his belt, fitting his fingers into the fist area beneath the blade.

"She won't." He said flatly. "She knows what will happen if she does."

C-41 nodded, though the idea left a bad taste in his mouth. He'd always been very idealistic for a clone. Not that he didn't understand the idea of collateral damage, but he could never understand pointless killing. Especially when it came to children.

"Just like on Cerali." C-41 thought grimly. "Won't make the same mistake I made there."


Two or three years ago, during the opening battles of the Clone Wars


In the early days of the war, the Republic was fighting a seemingly hopeless fight. There were just too many droids and too few battalions of clones. These few battalions were deployed only in places where they were absolutely necessary, like the forest world of Cerali.

The Cerali were a mixed bag politically. Some were pro republic, others die hard separatists. However, the planet also had some of the world's richest cortosis alloy and ore depots. This rare metal was highly valued by the Separatists, mostly due to its ability to block and even deactivate lightsabers. The metal in its pure form was noted for its natural charge, which could be used to overload the beam of a lightsaber, instantly deactivating it. Unfortunately, pure cortosis was also very brittle. It needed to be mixed with more durable metals to be wholly effective in combat. This took away its lightsaber deactivating properties, but any blade made of this mix would still be highly resistant to lightsabers.

Either form of the metal would cause the Republic problems. Several issues had already arisen with some Jedi encountering Cortosis metal Droids. Deeming the planets that held Cortosis high priority, the Jedi Council had begun deploying commandos and battalions to defend them from Separatist incursions. C-41's battalion was one such group.

Deployed with the rest of the 2nd Legion, C-41 and the rest of the 35th battalion clung for dear life as their LAAT gunships dipped into the atmosphere. Part of the advance force, along with the 46th battalion, the 35th had orders to set up camp at Fort Spreeno, an important spaceport for commerce with the locals. It was also where the majority of cortosis was being smuggled off planet and into the hands of the Separatists. By shutting down these operations, the fleet's commander, Captain Gilad Pellaeon, hoped to draw the Confederacy into a battle on this planet. This was why the 35th was being sent down early, to prepare defenses at key points on the planet.

As the 35th finally made ground contact, C-41 quickly gave orders to his men, telling them to begin cutting down trees and preparing landing zones for the various LAAT's that would carry heavy weapons and supplies down. As C-41 surveyed his command, he couldn't seem to shake an uneasy feeling about this whole mission.

"Hope the Separatists come at us soon." U-30 said from behind him. "This heats killing me."

"Better it than droids." C-41 said, "Man, will they ever get us armor that's not so bulky. That would help the heat at least."

"Unlikely." U-30 said, lifting a pack of supplies onto his shoulder. "The way the wars going, we won't have to worry about armor in a few years. We'll all be dead." Turning, he walked back towards the troops, yelling a string of rather creative curse words to get them motivated.


"Okay," U-30 raged from the rear of the LAAT. "I know the manual says to be patient when preparing an ambush, but this is ridiculous."

"Calm down buddy." C-41 said, though he silently agreed. "The Separatists need this ore. They need to come in and push us out." U-30 nodded, but was clearly not convinced.

The Republic Forces had been set up on this Force forsaken planet for a month now, and no Seps had even moved close to the system. Naturally, the clones had been busy, setting up fire bases on the hills jutting out from the ocean of forest. These fire bases had artillery and LAATs on them, which would be used to cover patrols of clones that constantly walked through the forest. The idea was to be able to quickly react to any Separatist incursion and crush it at the landing point. Of course, this strategy relied on the Seps showing up. Until then, the clones simply made endless patrols into the woods, searching for smugglers and illegal mining operations.

On this particular patrol, U-30 seemed to have decided against his usual stoicism, and instead seemed intent on complaining about everything from the sun, to the lack of Separatists trying to kill him.

"Yeah," U-30 said mockingly, "But we should be out there, blasting tinnies and taking down the Sep strongholds, not waiting here for a couple of smugglers trying to skim a profit. Plus, these patrols are pointless."

C-41 stayed quiet. U-30 was right about one thing; the patrols deep into the woods were about as useless as it got. Technically, they were supposed to be looking for local smugglers trying to scrape a living of mining cortosis and selling it to the Seps. In reality though, it was just a show for the local villages, something to remind them that the Republic was there, and watching. Not that they were at all hostile.

In fact, the locals were about the most welcoming group of people C-41 had ever seen. Every time he and a patrol walked through a village, they were bombarded with everything from food to the local shells and carved rocks they used as money. And none of them were even able to afford mining equipment; they were all farmers scrapping a living off the wet and humid terrain.

"We just do our job U-30." C-41 muttered quietly as they came to a village made of scattered huts composed of a local wood. "Besides, I don't mind the patrols too much. These guys are so generous. I don't see why the 46th seems to think they're all Separatists."

U-30 grunted, but nodded his head in agreement, accepting a basket of grains from a little kid of five of six. The kid smiled, bowed and ran off to his nearby parents, pointing at U-30 as he went. The 46th battalion, under the command of Commander C-56, also known as Lapan, had supposedly had a very different experience. They reported finding weapon caches in the huts of the locals, and said that their sector, a couple klicks to the east of the 35ths camp, was filled with anti-republic sentiment. Of course, C-41 had searched his own sector, including this village, and found nothing.

C-41 was being bombarded on all sides, clasping hands and waving away offers of meats skewered on spits and toys made from local fibers.

The tiny faces looking up at him, with their slanted eyes, tan skin, and grinning white teeth, were alight with joy at seeing the strange white robot walking through their village. They pulled at his armor, just trying to feel the strange material. One of them, a little girl, maybe eight or nine with long black hair tied back in a ponytail, seemed fascinated with his helmet, and kept trying to reach up to grab it.

"Well," C-41 thought, "Regulations say to maintain cordial relations with the natives."

Carefully, C-41 picked up the little girl, letting her finally get a hold of his helmet. She took it off with a sharp jerk, and gasped in surprise. The children below soon followed her example, gasping and taking steps backwards. Then, they laughed in delight, and redoubled their attempts to lead him through the village.

"Uh, boss." U-30 said behind him, "We've got some work we have to do, remember?"

"Oh," C-41 said, placing the little girl back on the ground. "Right." Turning, he shouldered his rifle, and walked out of the village, waving as he left.

"Aww." U-30 exclaimed mockingly, "Looks like you've got a little stalker."

C-41 turned and saw the little girl following them, trying to remain hidden behind the trees and foliage.

"Go on!" He said, trying to add some steel into his voice. "Shoo! Get!"

"Don't think they speak basic." U-30 said holding back a laugh.

The little girl smiled at him, and ran back into the village, waving as she did. C-41 turned back to U-30, who was standing with his arms crossed, his head tilted slightly.

"Don't- Say-A Word." C-41 said before his friend could open with a smart remark.

"As you wish…Commander Nanny." U-30 snickered behind his helmet, and ducked the elbow C-41 aimed at his head.


The next day was just as boring as all the others. And the next. And the next. Two weeks later, U-30 wasn't the only one getting anxious. The entire 35th seemed to be going of their rockers. Even training had been far more exciting than this. To help alleviate the tension, C-41 had canceled ground patrols, and had the troopers take out the LAATs for rapid deployment maneuvers.

"Hopefully," He yelled over the roar of engines from the main compartment of his own LAAT gunship, "A little live fire exercise will help liven us up. So, we're splitting into squads and doing rapid deployment exercises. Each squad is going to take the day, and set up a camp under imaginary under fire conditions." The squad he'd chosen for his exercise, including U-30, nodded beneath their helmets, was mostly made up of his old friends from training on Kamino. There had been plenty to choose from, and he hoped to keep it that way.


At the end of the day, C-41 couldn't help but be proud of his men. Eight times, his squad had made their drops, rappelling down on ropes and quickly setting up a perimeter in record time. All the other squads in the 35th had met with the same success. No injuries, no falls, no problems. As the LAAT gunship flew through the night, C-41 looked around at his squad. They were good men. All of them. Brothers. Then…

"Commander," their pilot, a clone named Hopper radioed from the front. "We've got a problem. Look out to the left at twenty degrees." C-41 obliged, leaning out of the open door of the gunship. He gasped, or rather grunted in suprise.

Rising out of the forest was a billowing cloud of smoke, sprinkled with sharp biting flames at the fire's base, C-41 saw the village they'd visited earlier that day silhouetted against the flames.

"Get us down there now!" C-41 said, taking a grappling hook from his belt and attaching it to the rappelling device on the end of his rifle. "I want a low fly over to access the situation, followed by quick insertion. You copy?"

"I copy commander." The LAAT dipped down, belly inches from the tree tops. As they quickly closed on the flames, C-41's heart turned to ice.

There, in the village, was a large company of clones. But they weren't helping the fires. No, they were starting them. Everywhere C-41 looked, he saw clone troopers pulling people out of their homes and dragging them to open areas where they were executed. Fleeing civilians, men women, and children, were cut down as they ran screaming from the flames. There was no raping, no looting, just cold, efficient, quiet killing. Just outside the village, a line of the locals was pushed into the irrigation ditch, and a heavy repeating blaster opened up on them, tearing into the crowds.

In the center of the village, a pair of hovertanks were firing on huts and turning them to kindeling with well placed incendiary missiles. The villagers ran screaming from the flames, their facial features charred and melted.

"Take us down now!" C-41 yelled.

"What the hell is going on!?" U-30 screamed over the roaring engine. "It's a blood bath down there. What are those clones doing?"

"Their insignias indicate they're from the 46th." Hopper radioed from the front. "I'm trying to get a connection from command, but there's too much interference. I'll have to move out of range to get a comlink signal."

"Keep trying." C-41 yelled back. "Try and raise command. We'll need more support here."

Behind him, C-41 could here U-30 struggling with the E-Web repeating blaster, setting it up in the compartment on its tripod. Looking down at the ditch, C-41 saw a young boy struggling to get out of the ditch, his little arms trying to swim through a sea of bodies. Cursing, C-41 activated the rappelling rope at his belt and stepped out of the gunship, firing as he fell.

He aimed carefully, only hitting the legs of a few nearby clones that were aiming at the boy. Before his feet even hit the ground, he detached the cable from his belt, landing in a crouched position. Hurrying forward, his rifle waving back and forth in front of him, he ran to the little boy, grabbing his arm and pulling him from the pile of bodies. The little guy was crying profusely, and was desperately trying to push C-41 away. He ignored the boy's screams of fear and anger and turned, running back to the gunship that had landed behind him.

"Get the squad set up around here." He said to U-30. "I'm gonna go figure out what the hell's going on here. There are still people alive in that ditch. Start evacing them!"

"We don't have enough room on the gunship for us and them." U-30 protested, but C-41 cut him off.

"Just do it. And if any of these bastards tries to shoot them or you, take'em down with the E-Web. We'll evac later."

"Yes sir." U-30 said, already turning and screaming orders at his bewildered squad. C-41 turned, running into the burning village. The flames were hot, but C-41's armor protected him from most of it. The Civilians were not so lucky. Many were now fully ablaze, running blindly from the village, only to be torn to bits by the fire from Clone trooper's rifles.

"Hold your fire!" He yelled to a squad of clones about to throw a grenade into a small hut filled with people. They paused, seeing a clone that vastly outranked them. Then, they turned and threw their grenades, and the hut exploded, taking the people inside with it. C-41 saw their shadows against the flames, writhing in pain.

"Hey," He roared at the clones, grabbing their sergeant's shoulder and roughly turning him around. "I gave you an order!" The clones turned to him calmly.

"Sir, we have outstanding orders from commander Lapan to remove all Separatist insurrectionists from this village."

"Like hell you will!" C-41 roared back. "Sergeant, you take you and your men and start telling all clones in this area to stand down."

"Sorry sir." The sergeant leading them said, tapping his helmet. "We've just received orders that all non 46th battalion soldiers are to be arrested. Sorry." He said, raising his blaster rifle. C-41 reacted quickly, throwing himself to the side and taking cover behind a hut just before a storm of blue blaster fire tore apart the ground he'd been standing on. Taking his blaster, he fired at the huts wall, burning a hole through it, and stepped inside. It was empty, except for furniture and the body of an elderly man who had clearly been executed.

Disgusted, C-41 moved as quickly as he could out of the room, trying to elude his pursuers. As he rounded another corner of the village, and was shocked to see the little girl from the day before standing in the middle of the street, being roughly herded forward by a pair of clones. C-41, suddenly filled with desperate energy, sprinted towards her.

"I don't even know her name." He thought desperately. Raising his rifle, he tried to fire, but his field of vision was suddenly blocked by a TX-130 hover tank. The tank turned, trying to bring it's forward facing turrets to bear on C-41, but he jumped, landing heavily on its front and clinging for dear life. The clone commanding the tank, located on top, tried to turn the beam turret at his post at him. C-41, still holding on for dear life, dropped his rifle and drew his pistol from his belt, firing a single shot through the clones black visor.

Pulling himself up, he climbed up the tanks sloping front, even as it spun and bucked, trying to shake him off. Reaching the open hatch, C-41 grabbed a thermal detonator from the dead clone's belt and activated it, but was surprised when a armored fist rose from the tank and struck him in his neck. He fell back wards, gasping for breath, but still clutching the grenade in his hand.

"Fifteen seconds." He thought, blearily getting to his feet. The other clone had hauled himself out and drew his pistol. C-41 rose from his bent over position, spinning his body and lashing out with his left arm. The shot went wild as he backhanded the pistol and sent it spinning into a burning hut, but not before the shot sizzled through his shoulder armor. The clone lunged forward, throwing a kick at C-41's waist, but he caught it with his left hand and stepped forward, ramming his helmet into the clone once, twice, three times. He fell backwards, and C-41 used that momentary distraction.

"Five seconds." He thought desperately, and dropped the grenade into the hatch. With a shout, he jumped, hitting the ground with a grunt and a roll. Before he could get to his feet, the tank exploded, sending C-41 flying into and through the wall of a hut.

Rubbing his head, C-41 got to his feet, searching the ruined street for his rifle. He found it, checked it for damage, and hurried down the street once more, eyes flashing for clones as he did. Most of them ignored him, too busy ferreting out the remaining children and civilians from their homes. Finally, towards the outside of the village, C-41 saw the girl, standing with a few of her fellow villagers. They were in a line, standing before a ditch. Behind each of them, a clone trooper stood, rifles not aimed, but ready. Behind them, his arm raised like a guillotine, was Commander Lapan.

"Commander!" C-41 exclaimed angrily. "What the hell do you think you're doing!?" The clone commander turned, surprised.

"Commander C-41." Lapan said inclining his head. "You really need to pick a nickname. Those numbers do you no justice. I like the nickname Tank Buster for you."

"What is the meaning of this commander?" C-41 shouted angrily. "We have no orders to attack, particularly innocent villages."

"Innocent villages?" Lapan said, spreading his arms as if in protest. "These people are supporters of the Separatists. They have stored weapons in preparation for-"

"That's a lie!" C-41 said, socking the commander in the stomach. "I've personally searched this village. There was no stockpile of weapons. Besides, we received no orders to attack."

"The Command code is explicit." Lapan said mechanically as he got to his feet. "All enemies of the Republic are to be removed. This village and its people were one such enemy. Now," He said, reaching out with a hand to grab C-41's throat. "Get out of my way." With a powerful shove, he threw C-41 to the side, where he landed a couple meters away from the prisoners. He winced as he landed on his mauled shoulder, looked up, and watched as Laplan raised his arm, prepared to give the order.


"So, that's the situation Captain." The hologram of Hoppers said. "I'm returning now to try and pick up the commander. I will report back when I have them."

"Hurry trooper." Pellaeon said from his command bridge. "You won't have long."

"Understood captain." Hopper said, cutting the connection.

"Captain!" Another voice said behind him. "We have visual confirmation of a firefight. And the 46th base is confirmed as being abandoned." Pellaeon sighed. He was afraid of this.

"All right," he yelled with authority, "get the second in command of the 35th on the com. Tell him to scramble his gunships and get them over to that village. They have ten minutes to evacuate the village after contact." The bridge looked at him, waiting on his every word. It was like the whole galaxy had taken a deep breath, and was holding it.

"Then, we execute Order 89!"

Part two comes soon. I need a drink... Thank God for lax Mexico drinking laws!