Wow, um, okay, pretty heavy stuff in this chapter, just a fair warning. Sorry, this took so long to get out, writer's block is a bitch and work's got me going crazy. Hopefully this is enough to satisfy you guys. Also, I updated my bio to make it more up to date

RyanSquad: I wish he could… 2) Possibly

VengetheSith: I'm glad you're enjoying it!

StressfulNowWritesFanfiction: General Kenobi! You are a bold one!

Guest: Right now I'm updating

Again sorry this took so long to get this out, hope you all enjoy…

Victory and Death

Clones rushed across the landing platforms as they braced from the upcoming battle. As soon as the first-star destroyer had entered Kaminoian space, the clone rebellion had been on high alert. As they had predicted, Valicous had returned with a much larger force and no doubt a much more aggressive approach to the battle. With their fleet being pulled towards the surface, Ahsoka had ordered only the necessary personnel to keep the ships acting as mobile defense platforms to man the small fleet. Only the Resolute, Negotiator, and the Retrobution had been fitted for space travel.

Ahsoka, Rex, Cody, and Rockett stood over a holo map of the enemy fleet. The four of them knew they were outgunned and out of time to do anything to save the planet.

"In my estimation, we are outnumbered by at least seven to one odds," Rockett concluded as the holo table switched to a layout of the city.

"Does that include all the cadets that we could mobilize to fight?" Cody asked.

"Afraid so sir," Rockett replied.

"Were all the charges placed Rex?" Ahsoka asked.

"Yes sir," Rex responded as he placed the locations of each bomb on the holo map. "All you need to do is give the word and this place is blowing all the way to Rishi moon and back."

Ahsoka nodded and watched as Rex shut off the table.

"If all goes as planned we should be walking away with all three legions and plenty of cadets to refill the ranks and make a new legion or two," Cody added.

"But retreats like this never goes as planned," Rockett muttered.

"Chin up Rockett, as long as we hold Valicous and his forces for a little while, we'll live to fight another day," Rex said as punched his shoulder.

The four of them left the briefing room and stepped onto one of the walkways that lined the cloning facilities. Ahsoka leaned onto one of the railings and looked out at the darkening clouds above them. The clone commanders walked up beside her and folded their arms as they looked where she did.

"One last glorious day in the Grand Army of the Republic," Rex muttered.

"It'll be a miracle if we walk away from this with all three legions intact," Rockett said.

"What did I just say, chin up soldier," Rex replied.

"What's the status of our battle lines?" Ahsoka asked the three men beside her.

"Jesse and Vaughn are acting as Vanguard with the 501st until we arrive," Rex told her.

"Is Vaughn well enough to fight this battle?" asked Ahsoka.

"He said he's fine but I've got Jesse keeping a close eye on him."

Ahsoka nodded and turned to Cody.

"The men are holding a similar position to last time but I've got Boil and Ghost squad acting as snipers," Cody said.

Ahsoka nodded again and turned to face Rockett.

"The 749th is acting as the reserve as requested. If either the 501st or the 212th need troops, I can send men. As I said before we have the cadets ready for a fight, just give me the word and I'll send them out," the commander responded.

"It shouldn't come to that," Cody reassured.

"It won't come to that," Ahsoka said. "I won't send the cadets into a battle they are not prepared for.

"As much as try to convince ourselves that we are ready for this fight, we aren't," Rex admitted. "No one in this army is prepared for what we are about to face. We are about to fight the fist of Valicous, and the full might of the Galactic Empire. No amount of training can prepare anyone for this."

"You're right," Ahsoka sighed. "But that doesn't mean we can't try."

The three clones nodded and stood in silence as the wind began to pick up around them. Ahsoka lifted her arm and began to ask if other detachments were ready for the fight.

"Wolffe do you copy?" she asked.

"Loud and clear, General Tano. It's good to be back on the good side," Wolffe responded.

"We're glad to have you back, commander. How is the evacuation coming along?"

"We're trying to get as many vats as we can but we're gonna have to leave a lot of our younger vod behind."

Ahsoka sighed but thanked Wolffe for the update. She then switched over to Boil's frequency who stood next to some of the anti-aircraft guns.

"Boil anything on your scanners?" Ahsoka asked.

"Nothing so far but from what I can tell we don't have long before we start to see incoming enemies."

"Alright thank you, Boil. Oddball, are your men ready for the dogfight?"

"We're ready as we can be sir, just give us the order," the pilot responded.

Just as she was about to lower her arm, Boil's frantic voice sounded.

"I've got movement, ARC 170's, and Y-Wings inbound!"

"Alright, Oddball, you are clear for engagement, have fun up there," Ahsoka ordered.

"Thank you sir but I don't know how long my men can buy your sheebs some time."

Republic starfighters began to take off and the battle in the skies began with an explosive start. Ahsoka looked at Cody and Rockett and nodded.

"Good luck the both of you, we'll see you on the other side," she said.

"Sir, yes, sir," the two clone commanders replied before making their way to their troops.

"Shall we?" Rex asked lifting his arms in the direction of their men.

Rex and Ahsoka reached their troops just in time as enemy gunships began to descend towards the landing platforms. A gunship in front of them exploded causing the men to duck from the incoming shrapnel. Oddball's ARC flew by weaving in and out above Tipoca City giving the ground forces some time to prepare. The Venator's that were providing covering fire was also helping but soon they had to deal with the incoming Y-Wings rendering much of their support useless. Finally, a gunship landed in front of the 501st and the firefight began.

Ahsoka ignited her lightsabers and started to deflect the incoming blaster fire. Rex and his men also responded but it didn't take Rex long to realize that they were dealing with men from the old 501st. When he saw Dogma jump off the gunship his heart sank.

"Dogma," Rex muttered under his breath.

The poor brother, he didn't deserve everything he had gone through since Umbara. Rex shook his head, bringing him back to the task at hand. He ducked underneath a stray blaster shot and stood back up to return fire. Jesse and Vaughn had crouched behind the makeshift cover the engineers had built the previous days and took potshots at every chance they could take.

An explosion rocked the platform as the Imperial 501st advanced with whatever they could throw at Ahsoka's forces. Rex shot his DC-17s towards two clones on the bridge in front of them, hitting them. He then moved towards Ahsoka who was swinging her lightsabers as fast as she could to deflect the incoming fire.

"Pretty rough, ain't it!" Rex yelled over the sound of gunfire.

"This is so much worse… then last time," Ahsoka replied in between breaths.

Rex nodded and took cover behind a pillar. As he pressed his back against it, he watched a brother go down from a shot to his bucket. Rex shook his head and turned to face Dogma's men who had gotten somewhat closer to their position.

"Incoming Y-Wing," someone yelled.

Rex, Vaughn, Ahsoka, and Jesse looked above to find it and sure enough, there was a bomber aiming straight for them.

"Shoot it down!" Jesse yelled as he aimed his gun toward the ship in question.

"Oddball, we've got an incoming bomber on our position, can you take him down!" Ahsoka yelled over her coms.

"I'm trying sir!" Oddball responded.

Rex helplessly watched the friendly ARC try and hit the bomber. He watched as the green bolts struck one of the engines, causing it to catch fire.

"He hit it!" Vaughn yelled as he ducked underneath blaster fire.

"But it's not going down," replied Rex.

Jesse tried to aim at the cockpit but all of his shots were missing. Oddball tried shooting its other engine but the enemy craft was dodging every shot. After an intense moment of dodging fire, the bomber dropped its payload.

"Incoming!" a clone yelled.

Ahsoka deactivated her lightsabers and lifted her arms to stop the incoming bomb. The bomber flew over them and exploded not too far off the platform. Ahsoka tried with all her might to slow down the bomb and much to her relief it seemed to stop in mid-air.

"Everyone, give Ahsoka covering fire!" Rex shouted.

The clones that had shot at the bomber turned to face the incoming ground troops. Rex felt another brother go down but he did his best to keep his eyes on the enemy troops. As he bent down to take cover, he stole a glance at Ahsoka who seemed to be struggling with the pressure put on her. Then a shot whizzed over his head and hit Ahsoka's forearm guard.

Rex's heart stopped when Ahsoka screamed in pain. The clone wasted no time from running his hiding spot to where Ahsoka stood. Ahsoka's hold on the bomb had loosened and began to inch its way towards the landing platform the troops held. Rex wrapped his arms around Ahsoka and shoved her out of the way, tossing his body down with her. The bomb soon hit the platform, causing a massive explosion that was felt across the battlefield.

Cody ducked underneath an incoming blaster bolt from the 41st Attack Battalion and rushed beside a clone who was taking cover. The 41st were pushing hard and the 212th was taking heavy casualties. Cody stood from where his cover was and fired a few shots at the enemy. He saw one go down but it wasn't enough to deter the enemy.

The Clone commander ducked down and leaned against the makeshift barrier. He ducked down even further as a blaster shot hit right near him. Cody couldn't but feel helpless as his brothers went down from other brothers.

"You alright, sir?" a clone said.

"I'm fine Tracer, I'm just kind of out of it. Fighting against brothers… it's hard," Cody responded.

"I understand sir, I don't like it more than-" Tracer started to say before getting cut off by a shot to the helmet.

"Tracer!" Cody yelled.

Cody rushed to the clone's side but as he picked up Tracer's hand, Cody could tell he was dead.

"Kriff," muttered Cody.

Cody stood back on his feet and aimed once again the enemy troopers. He could feel the shots whizzing past him but he did his best to keep his cool as he shot one brother after another. Cody went from target to target, hitting them square in the chest with each shot. After a few more clones went down, Cody went back to his cover and ducked his head down as more 212th came to reinforce his position.

He looked up and watched a Y-Wing fly past, followed by Oddball's ARC, and thought nothing of it until he heard the explosion. Cody looked to where the two starships had gone and his heart sank went all he could see was black smoke from where Ahsoka and the 501st held. The clone commander lifted his arm and screamed into his comm.

"Rex! Brother, are you okay?!"

No response.

"Rex do you copy?!"

Still nothing.

"Rex!"

Rex didn't respond, only hearing static. Cody shook his head violently and called Boil.

"Boil, what's going on down there?" Cody desperately asked.

"I don't know sir, smoke's too thick to get a visual," Boil's ever calm voice responded.

Jesse didn't remember what happened or how he ended up on the ground. All he could remember was Rex yelling to take cover and the clone rushing towards Ahsoka. Jesse struggled to get to his feet and coughed violently when he took in a deep breath. The Arc trooper looked around to get his barrings, all he could see were men lying on the ground in pain.

"Vaughn!" Jesse called out.

"I'm right here," replied Vaughn as he used his rifle to help himself off the ground.

Vaughn had lost his helmet, revealing his head in the dirty condition it was in. Soot had darkened his face and a small trickle of blood from his forehead made the clone look worse off then he was.

"You alright?" Jesse asked.

"I would be fine if I had my bucket on my head," Vaughn remarked.

Jesse smirked underneath his helmet and began looking for Ahsoka and Rex.

"Ahsoka!" Jesse yelled.

"Rex," he could hear another clone call out.

"Over here," came the strained but distinct voice of Rex.

Jesse ran over to where the voice had come from and saw Rex laying on the ground, shielding the young Jedi.

"Kriff brother, are you alright?" Jesse asked.

"I'm fine," Rex replied, wincing behind his helmet.

"You don't sound fine," Jesse remarked.

The smoke had cleared revealing more of the Commander's condition. His blue armor had been scorched beyond all recognition its only distinguishing feature was the Jaig eyes on his helmet and Ahsoka's markings on his forearm.

Ahsoka was worse off, the young girl was unconscious in the clone's arms. Her skin was covered in soot and her armor was damaged. Jesse kneeled to check her pulse, making sure she was alive. After feeling that she was alive, Jesse lifted his arm to comm Kixx.

"Kixx do you read me?"

"Jesse, I read you. I thought all of you would've been killed in that blast."

"Not all of us fared so well, there is about six of us left, all of us are hurt in one form or another."

"Where's Rex?" Kixx asked.

"Both him and Ahsoka are down. Rex is conscious but he's wounded, Ahsoka, however, is unconscious but alive."

"Alright, you'll have to bring them here for us, we're pinned down."

"Copy that Kixx, see you soon."

Jesse lowered his arm and looked at Rex who had let his helmet slip off his head.

"Can you walk brother?" Jesse asked.

Rex silently nodded and began to lift both himself and the Togrutan Knight in his arms. Jesse quickly placed a hand on his shoulder and shook his head.

"I don't think you're fit to carry her, sir."

Rex looked at Jesse as if he had two heads and proceeded to continue to pick himself up. Once he was fully on his feet, Rex draped Ahsoka over his left shoulder and placed his bucket over his head.

"Alright men, let's fall-" Rex started to say before he was cut off.

"Dogma's pushing!" Vaughn yelled.

Jesse turned to face the bridge and aimed his blaster pistols at the enemy. The blue bolts started to fly past him as Dogma and his men pushed towards them. Rex, with his free hand, lifted his DC-17 and fired as the six clones still standing began to retreat. The clone next to Vaughn went down and look towards the man who shot him. Dogma marched towards him and was aiming to kill. Vaughn lifted his rifle at Dogma but ever shot he fired missed.

"Vaughn!" Jesse yelled as one of Dogma's shots grazed Vaughn's shoulder.

"Dogma, don't do it brother," a clone yelled.

Rex panicked as Dogma aimed at Jesse's bucket. The clone commander aimed his pistol at Dogma and fired. Dogma cried out as he dropped his weapons to clutch the scorch mark on his chest. Rex felt his throat clench up as he watched the clone fall.

"Kriff!" yelled Jesse.

"We need to go," Rex said.

The five soldiers crossed the bridge as more of the enemy poured in. Once they made it to where friendlies held, Jesse, Vaughn, and two clones turned to face the enemy and gave covering fire while Rex set Ahsoka down behind a crate. Rex felt one of his brothers go down and watched as one of the clones that had fallen back with them take his last breath.

Jesse and Vaughn dashed for the makeshift barricades as the incoming fire was getting too hot for them. Unbeknownst to them, a clone with a Z-6 had made his way onto the bridge and let loose his endless storm of blaster fire. The incoming fire was too heavy for the enemy 501st who began to fall back. The heavy gunner smirked and made his way over beside Jesse and Vaughn.

"Good shooting kid," Jesse said as he peered over to fire his weapons.

"Thank you sir!" the soldier responded.

"What's your name kid?" Vaughn asked as he rubbed his shoulder.

"Rotary, sir."

"Well Rotary, we need heavy gunners like you, go talk to Commander Rex over there," Jesse said pointing at the clone in question.

Rotary nodded and made his way towards Rex.

Kixx checked over Ahsoka again, making sure he didn't miss anything. The poor girl was still unconscious and the fighting was only getting worse. Ahsoka's still form was like a nightmare for Rex, never had he seen her so still.

"She'll be fine Rex but I think we should get her off the battlefield," Kixx said as he put away a scanner.

"We can't get her to one of the ships yet, it's dangerous," Rex responded

"It can't be worse than being down here."

"How long do you think it'll take you to get her on Resolute?" Rex asked.

"I don't know, depends on how long you can hold them off," Kix said gesturing to the enemy soldiers.

"As long as you need,"

Ahsoka sturred awake and blinked her eyes to adjust to her new surroundings.

"Uhh what happened," she muttered.

"Ahsoka," Rex said in relief.

"I'm okay, Rexter, I'm okay."

Ahsoka tried to stand up but an unbearable pain shot from her left leg. Ahsoka groaned in pain and sat back down.

"Kriff my leg hurts," she muttered.

"I thought you said you checked her legs," Rex said turning to Kixx.

"And I said I'm gonna need the equipment on the Resolute to get a more extensive body exam."

Rex gave a low growl of disapproval and stood up to face his troops. He was surprised to see a shiny coming towards him.

"Sir, Sergeant Jesse said to come and speak with you. He said the 501st needs heavy gunners like me," The soldier said.

Rex nodded and looked at Ahsoka.

"What do you think sir?" he asked.

"Give him a shot," Ahsoka responded.

Rex nodded and turned the clone soldier.

"Welcome to the 501st soldier, the name's Rex but you call me commander or sir. This is Ahsoka Tano our commanding officer and Jedi," Rex said, gesturing towards Ahsoka. "What's your name shiny."

"Shiny sir?" the clone asked.

"Your armor, it's shiny and brand new, just like you," Ahsoka answered.

"I'm Rotary."

"Good to meet you Rotary, we'll deal with your armor after the battle now go help Jesse hold his position," Rex said.

"Sir, yes sir!"

Ahsoka smiled as the clone went back over to Jesse and tried to get up again but Rex was quick to stop her.

"Uh un, kid, you're hurt remember?" Rex scolded.

"I have to help Rex."

Rex sighed knowing nothing was going to stop her from staying down. Ahsoka placed her right arm on his shoulder to help her hobble around on her good leg. After putting more weight on her good leg she removed her arm from Rex's shoulder.

"I should be good," Ahsoka said as she ignited both her lightsabers.

"Alright but don't try anything stupid," Rex responded.

Rex and Ahsoka made their way towards the barricades and crouched beside Jesse and Vaughn. Jesse nodded when he saw the two of them and peered over the barricade to shoot.

"Are you okay General?" Vaughn asked.

"I'm fine, leg hurts though," Ahsoka replied.

Ahsoka looked at the incoming enemy troops and sighed. There was no way they were going to hold. Just then an explosion was felt across the entire battlefield causing a couple of clones to lose their balance. Ahsoka looked around for its source and was crestfallen when she watched as one of her Venators began to rip apart.

"We've lost the Fives," Boil's voice said over comms.

"We can see that," Ahsoka sighed.

Jesse shook his head and looked back towards the enemy troops but when he did, his heart stopped when he saw a familiar face.

"Valicous is here!" Jesse yelled.

Everyone turned to face the enemy and blasters were soon trained on the sith lord. Ahsoka's troops began to open fire but their shots were being deflected. Rex watched as some of the deflected shots hit his men.

"Ahsoka we can't hold him off!" Rex shouted.

"I know, Boil give us covering fire!" Ahsoka yelled into her comm.

"Understood, sir!"

Boil's men aimed their rifles towards the men attacking the 501st and fired. Each shot met its mark, hitting the clones in their chests. After hitting a few brothers Boil dropped his gun and buried his head on the railing in front of them.

"Are you alright sir?" a soldier beside him asked.

"I hate this, killing brothers, its- Waxer went out like this," Boil responded.

"I know sir but we have to keep fighting and fight in memory of-" the clone tried to say before a shot went through his helmet.

"Snipers get down!" Boil yelled.

Boil ducked down and grabbed his rifle from its resting spot. He then lifted his arm and yelled into his comm.

"General we're getting counter snipped, please tell me you were able to fall back!"

"Umm, kind of," Ahsoka responded.

Ahsoka deflected a blaster bolt with her shoto as the 501st crossed the bridge. With Valicous on the field, the clones were getting more aggressive. Ahsoka and her men we're overrun and they had to get out of there. She then spun around and started to chase after her men.

A clone next to Ahsoka stopped moving and started to thrash erratically. When Ahsoka turned to look at him, he flew back into a red lightsaber. Valicous was a lot closer than Ahsoka remembered. Ahsoka raised her lightsabers and took up a defensive stance.

"Ahsoka!" Valicous called to her.

Ahsoka didn't say anything, only letting the sound of the rain that had begun to fall respond.

"Ahsoka, I ask you last time, join me or die," Valicous said.

"I'll never join you, I'll never serve the sith!" Ahsoka shouted.

Vailcous stood in silence observing the young woman before him. Memories of missions they had gone on, relaxing moments in the temple all began to flood back to him. Memories of Obi-Wan Kenobi, the memories of a man struck with guilt.

Obi-Wan and Ahsoka walked through the halls of the temple. Anakin was off galavanting somewhere, most likely with Senator Amidala. The three had them had just returned to Coruscant and their ordeal on Mortis was still fresh on their minds.

"Are you alright Ahsoka?" Obi-Wan asked, breaking Ahsoka from her thoughts.

"Huh?" Ahsoka responded.

"I asked if you aright," Obi-Wan softly asked.

"Oh, I'm fine master, thank you," Ahsoka quickly replied.

Obi-Wan didn't feel convinced with what the girl said. He could tell what happened to them weighed heavily on her conscience. Anakin had sworn Obi-Wan to secrecy about Ahsoka's death, however, and unless Ahsoka asked, Obi-Wan would stay silent.

"It's just… I remember waking up and seeing Master Skywalker so relieved to see me. What happened, Anakin won't tell me."

"The Son did something to you but Anakin made me promise not to tell you. I don't think-"

"Did I die?" Ahsoka cut him off.

Obi-Wan stopped in his tracks when Ahsoka spoke. He turned to face her and saw the tears threatening to fall. Obi-Wan sighed and stole a glance at the ground before answering Ahsoka.

"The Son took control of you and when you completed what he wanted you to do, he killed you," Obi-Wan cautiously replied.

"Oh…" Ahsoka trailed off.

Ahsoka turned away from him, choosing to look at the setting sun through the window.

"Anakin wanted to save you and the Daughter's dying wish was to transfer what was left of her life into you."

Ahsoka said nothing so Obi-Wan walked beside her and placed a hand on her shoulder.

"Anakin has taught you well, young one. You are a strong young woman, you've died and lived to tell the tale."

Ahsoka gave a slight snicker at Obi-Wan's attempt at a joke. Obi-Wan smiled to himself, knowing he cheered Ahsoka up.

"Anakin is very proud of you and so am I. You've become a far greater Jedi than we could have possibly hoped. Anakin was just afraid you wouldn't take it well."

"Well, I'm glad you told me the truth," Ahsoka said.

Obi-Wan smiled before returning his gaze towards the setting sun.

"Master Kenobi!" he could hear Ahsoka say as she picked up his "dead" body.

Obi-Wan let his eyes crack open a bit and felt his heart sink immediately when he saw the tears.

'I shouldn't have agreed to this' he thought.

"Don't go, master," Ahsoka cried.

Obi-Wan shouldn't move, he couldn't move, he was dead after all but seeing Ahsoka crying broke his heart. Weakly lifting his right arm, he cupped Ahsoka's cheek. Ahsoka recoiled for a second but leaned into his touch as she cradled his body. Using his thumb, Obi-Wan wiped away the tears from her left eye and let himself go limp.

Ahsoka watched as Valicous's eyes turned from yellow to blue. She was getting through to him, he was remembering who he is.

"Fight him, master, leave him behind, come home."

The young Jedi Knight could have sworn she saw tears forming in his eyes.

"I won't leave you…" Ahsoka said, pausing for a brief moment. "Not now, not ever."

Valico- no Obi-Wan loosened his grip on his lightsaber. Obi-Wan felt remorse, a great deal of it. He mentally was kicking himself for allowing himself to become what he swore to destroy. He never wanted things to transpire the way they had. Obi-Wan just wanted to save the ones he loved.

"I- I-" Obi-Wan stuttered.

"Do what must be done Lord Valicous. Show Ahsoka Tano no mercy, she is the key to Anakin Skywalker. Bring her to justice and destroy her pitiful rebellion," Palpatine demanded before he had left Coruscant.

"It shall be done, my master," Valicous responded.

Obi-Wan's eyes turned to gold once more and Valicous took back control.

"Then you will die," Valicous responded with venom laced in his voice.

Ahsoka's eyes widened as Valicous ignited his lightsaber and moved towards her. The only thing she could do was ignite her blades. The two of them clashed on the bridge, Ahsoka firmly on the defensive.

Rex dropped below the balcony wall and checked his weapons for any damage. Once he was satisfied with his pistol's condition, he took a look around his men and was confused when he didn't see Ahsoka.

"Jesse, where's Ahsoka?" he asked the ARC trooper.

"She's fighting Valicous," Jesse responded.

"What?!" Rex shouted.

Rex looked towards the bridge they had just crossed and sure enough, Ahsoka was fighting Valicous. The clone sighed and raised his weapons.

"Alright cover me, Ahsoka's hurt, she can't fight Valicous on her own."

Jesse nodded and directed the men to fire at the incoming clones.

Ahsoka ducked underneath the red blade and tried to counter with her sabers but Valicous quickly blocked. Ahsoka reeled back and clenched her teeth as she stepped a little too hard on her bad leg. Valicous quickly took advantage of Ahsoka's wounds and used the back of his hand to hit Ahsoka. Ahsoka fell to the ground and felt her lightsabers leave her hands

"Now you shall pay for your treachery," Valicous said as he raised his lightsaber.

Ahsoka tried to grab one of her lightsabers but it was too far out of reach.

Valicous started to bring down his blade but a blue bolt struck his armored shoulder causing him to stop. Looking up at his attacker, he saw Rex charging at him. Valicous lifted his blade to block the blaster strikes as Rex continued to fire.

Rex had a death wish, he did. Here he was defending his beloved Togrutan Jedi against a dark lord of the Sith. Rex wouldn't back down, Ahsoka had saved his life many times before, it was time he returned the favor. The clone commander gave a battle cry as he fired his DC-17s at Valicous who proceeded to block every shot. Rex dodged a shot that was deflected back at him and got closer to Valicous.

Valicous watched as Rex got into the lightsaber range and tried to swing at the clone but Rex dodged underneath. Rex then charged Valicous and used his shoulder to hit him in the gut. Valicous recoiled and took a few steps back allowing Rex to aim his pistols at his opponent. Rex was about to pull the trigger but something had wrapped around his throat, cutting off his airflow.

Valicous stood straight up and extended his arm out. He would not be defeated by a clone, even if that clone was commander Rex. He used the force to tighten his grip around Rex's neck and began to lift him off the ground. Rex dropped his guns to the ground and began to claw at the invisible hand around his neck.

"Rex!" Ahsoka yelled.

Getting onto one knee, Ahsoka pulled back her arms and then surged them forward sending a massive force push towards Valicous. The sith lord was flung back causing his grip on Rex to break. Rex fell to the ground and immediately began to cough. Ahsoka rushed towards his side and helped him sit up.

"Are you insane?!" Ahsoka reprimanded.

"Possi- *coughing* possibly," Rex choked out.

Ahsoka made a disapproving grumble and helped Rex back up to his feet. She used the force to bring her lightsabers to her side and slid her right arm around Rex's shoulder. Ahsoka then lifted Rex's left arm over her shoulders and began to guide Rex back to friendlies.

Jesse fired his rifle a few times at the enemy clones to give Ahsoka and Rex some cover. Then he saw Valicous stand once again, his eyes trained on his two commanders.

"Valicous is back up!" He yelled.

"Ahsoka and Rex need covering fire," Vaughn said.

Without saying a word, Rotary raised his weapon and began to fire. Jesse watched as Valicous tried to deflect the shots and advance but the blaster fire was too intense. Ahsoka and Rex quickly made it to cover and rested against the barricades.

Kix rushed to Rex's side and immediately began to check him over.

"Are you alright Rex?" Vaughn asked.

Rex broke into a coughing fit and gave the clone captain a thumbs up.

"Kriffing hell Rex, you just shoulder charged Valicous and nearly died and you're okay," Jesse said exasperated.

"I'm fine… I just need…. To catch… my breath," Rex said in between deep breaths.

Rotary lowered his gun and took cover with the rest of the clones, satisfied that the enemy wasn't moving.

"Good shooting, kid," Rex said, shooting the heavy gunner a grin.

"Thank you, sir," Rotary replied.

Ahsoka smiled and looked out at the battlefield. The empire had pushed them back to the facilities and they were landing more troops by the minute. Not to mention the fact that Valicous was on the battlefield leading the 501st. Ahsoka looked towards where the 212th and a half of 749th were holding. They also were pushed up against the main building, time would have to be bought inside.

An explosion brought Ahsoka back to the situation they found themselves in. It was then Cody's voice spoke to her through her coms.

"General, we're being pushed back," Cody's frantic voice said.

"We can't fall back further," Jesse replied. "Boil would be completely cut off."

"Ghost Company and I can handle ourselves. We can't let these guns fall, you need them to get off the-"

An exploding Venator had cut Boil's words off.

"General, you can circle back for me and the boys once you guys are retreating."

Ahsoka sighed, silently nodding to the men around her.

"Promise me you'll be alright Boil."

"We'll be fine, just make sure you can fight another day," Boil replied.

"Valicous is advancing again," Vaughn said in a low voice.

The 501st raised their weapons once more and fired at the enemy. Valicous deflected shot after shot sending the blue bolts back at the men who fired them. Rex stood up and fired his pistols at them enemy clones but nothing seemed to stop them.

"We need to retreat!" Ahsoka yelled.

Rex nodded and began to guide the men towards one of the entrances.

"Rockett, have your men get ready, Valicous is forcing us inside!" Rex yelled into his com.

"Copy that Rex."

Rex turned and fired his blaster pistol at incoming clones, dropping them from where they stood. Ahsoka deflected a shot back at the Imperial trooper, watching him fall right in front of Valicous. The last of the 501st ran through the door leaving Ahsoka, Rex, Jesse, Vaughn, and two unmarked troopers still not inside the facility.

"You four go, we'll hold them off," one of the unmarked troopers said.

Ahsoka nodded and the four of them ran through the door.

Valicous stood at the edge of the walkway, watching as the two clones dodged fire and shooting his own. Without saying a word, Valicous started marching towards the two clones. He recognized them, the two security clones that had greeted him when he was investigating Kamino. When they saw him walking towards them, the two clones lifted their blasters at him.

Valicous deflected the shots, hitting the wall beside the clone troopers. When he finally stood in front of them, Valicous wasted no time in decapitating the two soldiers. The Imperial soldiers watched as two helmets hit the ground followed by the bodies. Valicous looked at the door and hit the keypad to open it, he only sighed when the door didn't budge. The sith lord calmly lifted his hand and pressed his palm against the door. The door began to crack and soon enough it went flying straight into a group of clones.

"Valicous has broken through, he's inside the building!" A clone captain yelled into his commlink.

Valicous walked into the building and ignited his lightsaber when he saw the clones aiming their weapons at him. He deflected the shots back at their senders dropping one clone after another. Using the force, Valicous lifted a clone in front of him and let him take a few shots before sending him flying at one of his brothers.

At the end of the hallway, Ahsoka and Rex were trying to catch their breath while Jesse and Vaughn directed the defense of different hallways. Rex lifted his arm and began to give orders to Boil.

"Boil, you need to get out of there, you'll get overrun."

"I can't Rex. If these guns fall, the Empire won't have trouble taking you down before you can escape."

"Rex is right Boil, you'll get cut off. We can't lose you," Ahsoka said.

"Just have a gunship circle back for me, I'll be fine," Boil replied.

Rex opened his mouth to retort but was cut off by the sound of clone screaming in pain. The four of them watched in horror as Valicous cut down a clone soldier. Ahsoka pulled out her lightsabers and readied herself while Rex, Jesse, and Vaughn pulled out their guns.

Valicous pushed his lightsaber through the chest of a clone and looked up past the last few clones between him and the end of the hallway. Standing right there was Ahsoka and her lapdogs. The clone captain saw where Valicous's gaze was and took action. He aimed his DC at the door panel and shot it. Valicous grunted in frustration as he saw the door close in front of him.

Ahsoka watched the door shut, her senses at high alert. She looked to her cloned friends and then back at the door. Ahsoka had to hold Valicous off long enough to the army could escape. Sharp pains from her wounded leg begged to differ on her plan. The young Jedi winced and turned to Rex.

"I'll hold him off, the three of you get to the rendezvous point and get out of here," Ahsoka said.

"No!" Rex quickly responded.

Ahsoka looked surprised at Rex's sudden outburst.

"You can't hold him off by yourself, you're hurt."

"Rex is right general, you can't face him alone," Jesse said.

"If we don't hold him here, he'll destroy us," Ahsoka replied.

"Ahsoka and I will hold off Valicous. Jesse, you and Vaughn go to the rendezvous point, we'll meet you there," Rex said as he looked at the ARC trooper.

"Are you sure sir?" Jesse asked.

"Positive, tell Cody and Rockett we're holding him off."

Jesse nodded and motioned for Vaughn to follow him.

Once the two clones rounded the corner out of sight, Ahsoka and Rex turned to face the door. The sound of a lightsaber cutting through steel filled their ears, Valicous was nearing.

"To then end kid?" Rex asked as he aimed his pistol at the melting door.

"To the end," Ahsoka reassured as she grabbed her lightsabers and got in a defensive stance.

Just then a red lightsaber pierced through and the door collapsed around it. Valicous stood triumphantly in the doorway, looking at his two defiant enemies.

"Surrender and I promise you the Emperor will show you mercy," Valicous reasoned.

"Over my cold, dead body," Ahsoka growled back.

"So be it," Valicous responded.

Ahsoka ignited her lightsabers as Valicous started to advance towards her. Rex fired his pistols but Valicous quickly deflected them. Ahsoka charged Valicous and lifted her blade to strike his shoulder but Valicous brought up his saber to block. She then tried hitting his torso with her shoto but Valicous quickly blocked the strike. Rex tried to get to Valicous's side but Valicous was quick to throw Ahsoka away to focus on the clone.

Rex fired three shots at Valicous, the first two were deflected to the ground but the third was deflected right back at Rex. The shot landed on his shoulder, the force of the strike staggering the clone.

"Rex!" Ahsoka yelled, concerned for the wounded clone.

Ahsoka tried to strike Valicous to prevent the sith from wounding Rex any further but as the two lightsabers clashed, Valicous used the force to lift Rex off his feet and sent him flying into the nearby wall. Ahsoka watched in horror as the force of the impact sent the clone's helmet flying off his head. The young Jedi quickly broke the saber lock and tried to deliver a strike to Valicous's side but he blocked it.

Valicous quickly went on the offensive, forcing Ahsoka back with each strike he delivered. Each strike caused Ahsoka to block more desperately, creating wider openings. With one quick stab, Valicous wounded Ahsoka's shoulder. He then slashed at Ahsoka's lightsaber, the force of his attack knocked the lightsaber out of her hand.

Rex came to with the sound of an object landing near him. Through his blurry vision, he could easily make out one of Ahsoka's lightsabers. Rex looked up and saw Ahsoka swing her shoto desperately at Valicous. Valicous blocked the strike and used his left hand to stop Ahsoka with the force. Ahsoka struggled against his grip but it was to no use. Valicous then sent Ahsoka flying into the wall behind her, sending her into unconsciousness.

Rex wanted to yell, fight, do something but his body refused to respond. He looked for one of his pistols but to his luck, they had both landed near where Ahsoka sat, slumped against the wall. His eyes then focused on the lightsaber right in front of him. 'You have to save her, a voice in his head told him.

Valicous stood over the girl in pitiful triumph. Obi-Wan could have never fought Ahsoka in such a manner but he was no longer that foolish Jedi. He was Darth Valicous the Empire's enforcer, destroyer of Jedi. Since Ahsoka Tano wouldn't reveal the location of Anakin Skywalker, perhaps her death would draw her master out.

"If only you had joined me when you had the chance," he declared as Valicous raised his crimson blade over the fallen Jedi.

Valicous swung, the blade closing its gap between it and Ahsoka. That was until a green lightsaber stopped it in its tracks. Valicous turned his head to meet its user and was surprised to see Rex struggling to hold the lightsaber against him. The sith shook his head and reeled back and tried to bring his blade down upon his enemy. Rex blocked the strike and counterattacked by swinging the lightsaber to Valicous's side which the sith blocked. Rex then took a step back and the two combatants stared at each other.

Rex took a moment to collect himself. There he stood, the only thing between Ahsoka and death. Ahsoka's lightsaber was in his hand and Valicous stood right in front of him.

"You are brave for a clone," Valicous taunted.

Rex said nothing only spinning the lightsaber in his hand and got in a fighting stance he had seen on only holotapes before. Maybe Obi-Wan would have seen the stance of his old master but Valicous just saw a Lothcat fighting an Acklay

Valicous swung first, using his strength against the clone. Rex was quick to block the overhead strikes, swinging his weapon to meet Valicous's. Rex swung the blade around and attempted to strike his enemy's right but Valicous blocked. The two of them continued this dance of blocking strike for a bit until Valicous saw an opening at Rex's lower abdomen. Valicous pulled away from Rex and then swung for the captain but by pure luck Rex blocked.

"Not bad for a clone," Valicous declared.

Valicous then reeled back and swung for the clone again, each strike causing Rex to fallback further towards the wall. After one particularly heavy blow, Rex stumbled which gave Valicous an opening to send him flying into the wall with a force push.

Rex winced as he hit the steel, pain coursing through his back. The man collapsed onto one knee and took deep breaths to focus himself off the pain. Valicous stood triumphantly over the clone, he was no match for Valicous.

"But not good," Valicous added.

Valicous lifted up his crimson blade and went to go strike Rex down but Rex was able to bring up his blade to meet Valicous's. Rex struggled to hold up the saber lock, clenching his teeth as he used all his might to try and hold back his opponent. Then something that was reflecting the sparks of the clashing lightsabers caught Rex's attention. It was Ahsoka's shoto, laying not far from where Rex knelt. Rex looked at the hilt, then back at Valicous before removing a hand from the saber in his right hand to try and reach for the second lightsaber.

It was too far, Rex's fingertips just inches away from The hilt. Valicous began to put more pressure on Rex, causing the clone to lean away from his goal. Rex quickly tried to think of a solution but the only option he could think of was stupid. The clone looked back up at Valicous and gulped before closing his eyes and taking a deep breath. Rex lifted his left hand and tried to pull the shoto towards him with the force.

"This won't work," Rex thought as he tried to pull the hilt towards him with his mind.

Ahsoka sturred awake and through her hazy vision, she saw Rex trying to pull her shoto towards him with his mind. Using the force, Ahsoka pulled the lightsaber into Rex's hand, giving the captain another weapon.

To say Rex was shocked would have been an understatement when he felt the lightsaber hilt enter his hand. Rex couldn't believe what he had just done, staring at the hilt in his hand. He quickly shook off the feeling of shock and ignited the lightsaber, bringing the blade up to strike Valicous's shoulder.

Valicous cried out in shock and pain when the lightsaber made contact with his armor, causing him to reel back. Using the opportunity, Ahsoka used the force to send Valicous flying back into a nearby wall. Rex turned to his right and was relieved to see Ahsoka standing on her feet.

"Let's get out of here," Ahsoka said, looking at the downed Valicous.

Rex nodded and the two of them began to run towards the rendezvous point, Rex managing to grab his helmet in the process. Behind them, Valicous stood back on his feet, watching as the two of them rounded a corner and out of his sight.

Ahsoka and Rex turned another corner and were relieved to see the command center. Before they walked through the doors Rex turned to Ahsoka and held out her lightsabers.

"I believe these belong to you," he said.

Ahsoka smirked and placed her lightsabers on her hip. She then held up his blaster pistols and handed them to him.

"Try not to lose these again," Ahsoka teased.

"I'll make sure I hold onto them next time I hit a wall," Rex replied.

The two of them walked into the room and saw what was left of the army reading for another defense. Cody and Rocket looked up from the holo map they were looking at and watched as Ahsoka and Rex approached them.

"Empire's breached the entire complex," Cody started in a monotone voice. "Only thing left in our control is this command center and the landing platform we're using to evacuate."

"Valicous is on his way, we held him off to let the 501st get here," Rex said as he gestured to Jesse and Vaughn who had made their way over.

"Boil is under attack," Rocket stated. "Said the 41st is attacking his position."

"We'll swing around for him just like we planned," Ahsoka replied as she typed in Boil's comm.

Boil ducked out of the way of an incoming shot and fired back at his attacker. The Sergeant then aimed his gun at another enemy clone and shot him. He then took cover behind a makeshift barricade to get away from the blaster fire. Just then his wrist comm started beeping.

"Boil here," he started, ducking a bit when an explosion went off.

"Boil, it's Ahsoka, what's your current status?"

"We're under heavy attack general!" Boil yelled over the sound of gunfire. "It's bad, I'm losing men left and right."

"Don't worry Boil, we're almost ready to leave."

"General," Boil began. "I don't think I'm walking out of this one. With the guns under attack like this, Oddball and his forces won't be enough to hold off the number of fighters out here."

Silence fell in the command center, Ahsoka trying to grasp at the weight of Boil's words. It was at this moment Cody looked towards the main doors, where his men currently aimed their weapons. Boil knew the sacrifice that had to be made and Cody began to know what had to be done.

"Boil's right, you can't escape if some of us don't stay behind to hold the line," Cody said.

"No Cody, I know what you're thinking. You can't stay behind we need you," Rex replied.

"Rex I don't have a legion, take a look around at all of the 212th here. This is all I have, the 212th isn't walking away from this fight."

"Cody, no, we can have a mixture of men holding the line, we can't sacrifice an entire legion," Ahsoka interjected.

"General, with all due respect, I failed my duty once, I won't do it again. The 212th would be able to hold off the empire longer than any mixture of clones would. I owe it to General Kenobi to save at least one Jedi if I couldn't save him."

Ahsoka wanted to rebuttal Cody but she knew Cody had made up his mind. She wanted to tell Cody the fate of his general but Ahsoka couldn't do it. Cody believed in Obi-Wan until the end, she couldn't break that faith, that respect.

Rocket saluted the clone commander and gave his respect.

"It's been an honor sir," Rocket said. Rocket then turned to Ahsoka, "With your permission, I would like to get my men out of here."

Ahsoka nodded and Rocket gave the order for his men to retreat.

Rex walked up to Cody and clasped his hand into a sorrowful handshake.

"I'll see you soon Vod," Rex told Cody.

"I'll see you soon," Cody replied.

Ahsoka saluted Cody and then hugged him, shocking the 212th commander. Ahsoka pulled away and silently thanked Cody, tears beginning to form in her eyes.

"Get your men out of here, you still have a fight left to give," Cody told the two of them.

Rex ordered the 501st to get to the landing zone and Rex and Ahsoka ran off to board the gunships.

Cody called Boil one last time and gave his final orders.

"Boil, under no circumstance are you to let those guns fall. It's been an honor serving with you Boil."

"You as well sir, let's give those Imps some hell."

Cody let his comm fall silent and took a look around his troops.

"Men!" he began. "We make our final stand here. We are fighting so General Tano can fight another day, that one day the Republic will be reborn, that all of the men that have died here did not die in vain. For General Tano! For General Kenobi! For the Republic!"

"For the Republic" his men shouted back.

That's when all hell broke loose. Imperial soldiers stormed through the door and Cody's men began to open fire. Cody dodged incoming fire as he took down enemy soldiers one by one. However, the sight of a red lightsaber made his heart sink.

"Hold the line!" Cod yelled.

He fired his rifle at the clones around Valicous but the Sith lord kept advancing. Cody then aimed at Valicous himself but every one of his shots was deflected at the ground or at his men. One by one Cody's men fell, soon leaving only him and a couple of others. Cody tried to fire a few more shots at Valicous but was stopped when an invisible hand wrapped around his neck.

"Where is she?" Valicous demanded.

Boil blocked an incoming punch from a nearby clone and then proceeded to hit his helmet with the butt of his gun. The force of the impact sent the clone to the ground which was where he was shot. Boil had no time to switch targets as a blaster bolt hit his shoulder armor. The sergeant quickly aimed his gun at his assailants and shot them both in the chest. As more blaster fire came towards him, Boil rushed back to the makeshift barricade and took cover behind it.

The captain of the anti-air battery rushed up beside Boil and took cover with him.

"Gunfire is getting a little heavy sergeant," the captain said fear laced in his voice.

"Don't worry about the gunfire. You make sure those guns are covering the retreating gunships," Boil ordered.

The captain nodded and rushed back to the guns.

Boil took a deep breath and was about to stand back up but the sound of a gunship stopped him. The 212th clone looked towards the Resolute and to his relief saw several gunships flying into the hangar. Boil smiled underneath his helmet and raised his comm.

"Rex, was that you that just boarded?" Boil asked.

"It was," came the staticy reply.

"Good," was what Boil responded with before switching his channel to Oddball's.

"Oddball, do you read me?"

"I read you Boil."

"Get out of here, you've done all you can. The 501st has landed."

"Are you sure?" Oddball asked.

"Yes, now get out of here before you die like the rest of us," Boil demanded.

"Copy that, it's been an honor," Oddball said as his ARC flew over Boil.

Boil looked towards his men and nodded. They all knew what the price of victory was. Ghost company stood over the barricade and laid down fire at their attackers. One by one 41st clones went down but the outnumbered 212th were quickly cut down.

"Come on Cody," Boil muttered to himself.

Just then a blaster bolt hit him in the shoulder, going through his armor. Through the pain, Boil aimed his gun again and fired at his enemies.

"I won't ask again where is Ahsoka Tano!?" Valicous ordered Cody.

"I won't… tell you," he replied through struggled breaths.

Valicous let out an angry roar and threw Cody over the holo table. As Cody hit the ground, his helmet came off, rolling away from the commander. Cody struggled to get back up, pain seared through his limbs and his neck. He coughed a couple of times before taking a deep breath and began to arm the bombs on his wrist link. Just then the holo table flew off its foundations and hit nearby wounded 212th soldiers. Cody tried to grab a nearby pistol but was stopped when the invisible hand wrapped around his neck again.

Rex and Ahsoka entered the bridge of the Resolute and turned their attention to the still-standing Tupoca City.

"Come on Cody," Rex muttered watching the structures closely.

"This is the Victory, we've been hit bad. I think we're going down," a panicked voice said.

A navy officer approached Ahsoka and told her the situation.

"Victory is going down, we need to get out of here," he said.

"No we have to confirm the city is being destroyed," Ahsoka said in desperation.

"But sir-"

"You heard the general," Rex said, his eyes not leaving the window.

Cody tried his best to fight Valicous's grip but he was too strong.

"Where is she?" Valicous asked once more, his patience running thin.

"Somewhere… where you can't get her," Cody responded.

"And why is that?" Valicous demanded putting more pressure on Cody's neck.

"Because- because- you'll be dead," Cody replied.

Cody pressed a button on his wrist and an explosion began to rock the building. Rage turned to confusion as Valicous dropped Cody.

Boil felt the explosions beath him. He smiled to himself but was cut short of celebrating when another bolt entered his chest. Boil tried his best to shake the shot off but he was shot again, this time in the torso. He fell to one knee as he felt shots whiz over him and hit the gun crew one by one. Boil raised his gun one last time and shot one more 41st clone trooper before a blue bolt connected with his temple.

Cody smirked as explosions began to go off in the meeting hall they were in. He tried to stand up but was quickly lifted up in the air by Valicous. This time Valicous ignited his lightsaber and pulled Cody towards him. Cody felt a sharp pain in the gut when a red lightsaber went through him. The clone commander did his best not to scream in pain as the lightsaber protruded through him. Valicous quickly pulled his lightsaber out of Cody and was about to bring it down upon the clone again but an explosion above him stopped, the force of which sent Cody to the ground. Valicous looked above him and saw pieces of building crumbling towards him. Using the force, Valicous stopped the debris in mid-air.

Ahsoka and Rex saw the explosions begin to rip apart the cloning facility, the message clear, Cody did it.

"Sir, the Victory," an officer said.

"Will be fine," Ahsoka interrupted. "Jump to hyperspace."

With that the five remaining Republic ships left the system, leaving behind the clone homeworld.

Cody's vision began to fade, but Valicous was still clearly in front of him. The commander looked to his side and saw the blaster pistol he tried to reach for earlier. With his last bit of strength, Cody grabbed the gun and aimed it at Valicous's chest. Cody shakily lowered the blaster to Vailcious's waistline and fired, its shot hitting true. Valicous screamed in pain and tons of rumble once suspended above him fell. Cody smiled and fell backward before letting the darkness overcome him, the commander breathing his last.

Four of the five Republic ships continued their journey to the location of their new base but one exited hyperspace over a desert planet. Ahsoka and Rex began to board the Twilight before stopped by Jesse.

"Where are you two going?" Jesse asked.

"To see an old friend," Ahsoka somberly replied.

The look Rex gave him told Jesse not to press further.

"Alright, well are we still heading to the new base?" the arc trooper prodded.

"Yes," Rex said. "We'll meet up with the rest of you, we just have some business to attend to."

"Yes sir," Jesse responded.

With that the ramp to the ship lifted and the Twilight began to make its way towards the planet.

Ahsoka and Rex soon found themselves hiking the wastelands of the planet, climbing to one of the higher points of the rock formation they were on. Rex took out his range finders and began to search the surrounding area for life as Ahsoka brushed her clothing off.

"I'm beginning to see why Anakin doesn't like sand," she complained.

"Ahsoka I don't see anything," Rex said brushing off Ahsoka's statement. "Are you sure we're in the right place?"

"Yes, we are," Ahsoka reassured her friend. "I can sense him, he's close by."

Ahsoka and Rex continued to hike even as the sun began to set over the sandy dunes. The two of them climbed another rocky outcrop and walked up a pathway until they reached an open area at the top of the hill. As the two of them looked ahead, they saw a robed figure standing at the edge of the cliff, looking off at the setting sun.

Ahsoka gave Rex a cautious look and slowly began to approach the figure. The two of them took a few steps forwards but stopped when the figure made a slight movement. Ahsoka gulped and took one more step before stopping as the hooded figure began to turn around. Facing them was a bearded man, with familiar blue eyes and dirty blondish hair. Two hands raised up to his hood, however, one of them was mechanical. The figure pulled his hood back and looked directly at Ahsoka.

"Hey snips, its been a while," Anakin Skywalker said.

This is the longest chapter I've ever written. Hope it was worth the wait. -Dilloncoll