Okay, this is my first fic so please review and tell me what you think! Be honest, I can take criticism (besides - peace over anger, right?). Sorry the beginning is so choppy. And it will get more AU later, I promise!

The pulsating ribbons of light danced between Qui-Gon and his assailant. The battle had dragged on far too long, and exhaustion was beginning to weigh on the Jedi Master's large limbs. He collapsed weakly into a meditative position behind the laser wall.

* * *

The fear bubbled up in him, clouding his ability to use the Force. "Master?" the young boy whispered tentatively. "Master Dooku, are you there?"

Silence answered him. "Master?" The boy sat down. "Please don't leave me alone, Master." Tears rolled down the boy's face. "I'm afraid," he cried.

* * *

The laser barriers snapped apart. Instantly Qui-Gon was on his feet, lightsaber ignited. He pressed on towards the Sith, ignoring the frantic mental cries of his apprentice. Only the fight existed for him, the fight and the Force flowing around him.

* * *

Darkness surrounded the boy, blinding him. This was a challenge too advanced for his seven short years. Panic gripped his heart as he attempted to reach out to the Force and found it had abandoned him. Afraid and alone, the boy curled up to wait for Master Dooku to find him.

* * *

The laser walls cycled off again, trapping Obi-Wan behind them. Qui-Gon barely noticed the absence of his Padawan, focusing intently on the battle ahead of him. His apprentice was nervous, and the anxiety leaked through the bond the Jedi shared to color Qui-Gon's sense of the Force. The Sith was more than a match for Qui-Gon. Perhaps if he were ten or twenty years younger, the battle would have been more of a contest. This fight revolved not around the question of who would win, but when Qui-Gon would fall.

* * *

The slap stung his cheek. "You failed me. You made a fool of yourself, and you humiliated me." Dooku towered over the boy, a menacing figure with his black cloak and fencing saber.

"I'm sorry, Master," the boy cried. "I was unsure of what to do."

His other cheek earned a blow. "Do not give me excuses! I made you, and I can break you."

"Please, Master," the boy sobbed.

"You are a Jedi," the man continued. "A Jedi is not afraid. A Jedi would have known what to do. You are a disgrace to the Order and to me." He grabbed the boy by the wrists and dragged him to the window. "Look out there," the man ordered.

Frightened, the boy obeyed. Traffic roared past, oblivious to the conflict playing out above them. The quarters the boy shared with his Master were in the higher floors of the Temple, and it was a long way through many air traffic lanes to the planet's surface. The boy's stomach flopped.

"Are you afraid of that?" the man demanded. The boy didn't, couldn't, answer. All he could see was the path of the air traffic and the hard pavement on the ground below.

"Are you?" Dooku repeated. When the boy still failed to answer, Dooku shook him violently. "Are you afraid?"\

"Yes, Master," the boy had finally overcome his paralysis to answer.

Dooku shoved him through the open window. The boy dangled helplessly, prevented from falling only by the iron grip of his Master. "Are you still afraid?" Dooku asked menacingly.

* * *

Obi-Wan observed the battle from behind the laser walls. "Master . . ." he said softly, sending strength to his Master through the Force.

* * *

The boy stood beside his Master. At seventeen, he should have been preparing for the trials. The Jedi were complicated, and much of the more complex instruction began years before the trials themselves. The pair stood before the Council now to discuss their most recent mission.

"With all due respect, Master Yoda, I feel that my Padawan is not yet ready to proceed with his training. His performance on the last mission was disgraceful."

The boy wilted, ashamed. As usual, he had failed to perform to the standards Dooku required. /Maybe he's right,/ the boy thought. /I'm not ready to face the trials. I'm not, and never will be, good enough to become a Knight./

Yoda gazed into the boy's eyes. Unable to bear the criticizing stare of the Council member, the boy shifted his eyes to the patterned star in the floor. "Discuss this later, we shall." Yoda said without looking away. "May the Force be with you."

* * *

The Sith seemed to be moving in slow motion. Time slowed, and Qui-Gon slowed with it. He was engaged in a dance to the death with his opponent, and the music was ending.

* * *

The boy's eye throbbed painfully. He attacked the training droid ferociously, trying to block out the pain. Finally, the droid fell and the boy deactivated his lightsaber.

"Injured, you are, Qui-Gon," Yoda observed, having entered unnoticed during the exercise.

"I walked into a door, Master," Qui-Gon responded, staring at the floor.

"Dooku's fist, a door is not," the diminutive Jedi Master commented.

Qui-Gon said nothing, never looking up from the floor.

"Ready for the trials, you are," Yoda continued. "Despite what Master Dooku believes."

The boy looked up. "He is my Master. His judgment is correct."

"Your Master, Dooku is not," Yoda said abruptly. "Left the Order, he has. My Padawan, you are now, and take the trials you will."

* * *

A glow of triumph surrounded the Sith. The end was near; his prey was almost his. Just a little longer . . .

* * *

Qui-Gon stood alone before the Council, in the same place he had stood five years earlier with Master Dooku.

"I am ready to face the trials, Masters." Qui-Gon said, his voice trembling.

Master Yoda nodded solemnly. A Council Padawan entered, carrying an illusion hood. The Padawan handed it to Qui-Gon, bowing.

Qui-Gon returned the bow and faced the Council. "May the Force be with you, Qui-Gon," Yoda said, his face emotionless but his long ears betraying his anxiety.

Qui-Gon bowed again, freezing the image of the benevolent Jedi Master in his mind. /If I die doing this, this is what I want to remember,/ he thought. He pulled the hood over his head.

The helmet sent Qui-Gon rocketing through time and space to the day Dooku tried to kill him. He re-lives every awful moment, every bruise, every cut. He is seven, hidden in the darkness. He is thirteen, hanging out the window. He is fifteen and in the Healer wards, being treated for serious saber wounds. The pain and fear overwhelm him, making him cry out in desperation. Remembering who and what he is, Qui-Gon struggles to find his center, to find the Force. Master Yoda's anxious face returns to him. /I have to do this,/ he thinks. /I have to succeed, I can't let Master Yoda down./

* * *

Qui-Gon tried to block the Sith's lightsaber. The blows came too quickly, though, and soon Qui-Gon was lost in the battle.

The Force warned him milliseconds before the handle of the Sith's lightsaber connected with his chin.

* * *

The Padawan lifted the hood off Qui-Gon's head. Qui-Gon rose shakily, grateful for the support of the Padawan. He faced the Council, awaiting the results.

The Council members exchanged glances. "Well you have done, Qui-Gon," Yoda said. "A powerful Knight will you become."

* * *

Qui-Gon staggered backwards, stunned momentarily. The force of the handle had jerked him out of the rhythm of the fight, removing him from the Force. He let his lightsaber drop aside as he attempted to regain his center. He had just managed to do so when a powerful warning from the Force shot through him, black and menacing. Qui-Gon swung his lightsaber around to parry the strike the Sith aimed for him, but knew it was already too late. The Sith's blood red saber bit into him, burning a hole through his middle.

Becoming a Knight. Taking Xanatos as his Padawan. Killing Crion and watching Xanatos turn and attack him. Meeting Obi-Wan. Saving Tahl. Watching Xanatos jump into the pit of acid. Watching Tahl die. Coming to Naboo. Meeting Anakin, the talented young slave from Tatooine. Qui-Gon's mind cycles through the major events of his life before returning to his Padawan. /Obi-Wan,/ he thought. He had left his Padawan alone against the Sith.

* * *

Shocked, Obi-Wan watched his Master fall. The pillar of strength who had supported him all these years was finally defeated. He had not believed it possible that one so strong in the Force as Qui-Gon was could be beaten. Yet here was this swordsman, this Sith, who had done so. /How can I win?/ Obi-Wan despaired. /Qui-Gon is by far my superior in lightsaber technique. I will fall, and Naboo will fall with me./

* * *

Qui-Gon felt his Padawan's pain, deeper than even his own. He wanted to send comfort through the bond, but found he had none to give. The Force beckoned to him, threatening to pull him out of his body. /No, not yet,/ he thought. /There is so much I have to tell him, so much he has yet to learn./ A pang of regret stabbed through Qui-Gon's heart, more powerful than the laser sword carried by the Sith. /You are strong, my Padawan,/ he realized with a start. /But are you strong enough?/

* * *

The Sith's taunting glare burned through the laser walls at Obi-Wan. /This Sith has killed my Master,/ Obi-Wan thought, /and now he will kill me. But how could Master Qui-Gon have been defeated? He was the greatest of the Jedi. Nothing could kill him . . . unless the Dark side really is stronger.

With a roar of anger, pain, and desperation Obi-Wan burst from behind the laser walls at the Sith, giving in to the Darkness.

* * *

Qui-Gon drew back in horror. Blackness surrounded his apprentice, a familiar blackness that crept insidiously into his mind. "No!" he cried out in mental anguish as the darkness settled around him.

"No, my young apprentice?" The bass voice Qui-Gon had feared for nearly his entire childhood boomed in his ears.

"I am not your apprentice anymore!" Qui-Gon shouted.

"You aren't, are you?" the voice laughed. "Stand up," it commanded.

Against his will, Qui-Gon felt his mental self rise. "This means nothing!" he yelled desperately. "I wanted to stand and stretch my legs."

The voice chuckled, amused. "Yes, you can delude yourself into believing many things Padawan. You even had yourself convinced that you were a Knight."

"I am a Knight!" Qui-Gon said. "I passed the trials 33 years ago."

"Yes, you passed the Council's trials. The Force has yet to truly try you, though. Did you notice how you always fail at everything? Whenever it matters, you always make the wrong decision. You failed with Xanatos, and you have failed with Obi-Wan. See how dark he has become? That is because of you. You are dying and will never become a Knight. As you can never become a Knight, neither can young Obi-Wan," the voice said. "He can only turn."

Qui-Gon deflated. "No," he moaned.

* * *

Darkness boiled through Obi-Wan's veins. He attacked the Sith ferociously, his anger adding strength to the blows. Triumphantly he slashed the Sith's lightsaber in half, destroying one of the two blades. He lunged in to end the battle, his lightsaber tangling with the Sith's.

The Sith was not yet defeated, though. He used the Dark side of the Force to shove Obi-Wan over the edge of the melting pit. Obi-Wan barely managed to grab a rung on the inside of the pit. He dangled helplessly as his lightsaber fell away and the Sith stood menacingly over him.

* * *

"Yes, my Padawan. Obi-Wan will turn," the voice said.

"Obi-Wan will not turn!" Qui-Gon shouted.

"He already has," the voice answered. "His anger has made him strong, but Maul is stronger. Your apprentice will die dark, and you will die alone, Padawan."

"I am not your Padawan!" Qui-Gon screamed.

"Then how can I do this?" the voice taunted.

Qui-Gon screamed in mental anguish. The pain overwhelmed him, burning through every cell in his body. He was drowning in the pain, being consumed by it. He could not hold on.

* * *

Obi-Wan felt only a shred of the pain his Master felt, but even that was enough to make him wince. The apprentice felt his Master draw away, shielding Obi-Wan from the mind-bending agony. The shield blocked even the fading image of his Master's old strength from Obi-Wan's mind. /No,/ he thought desperately, /don't leave me. It's so dark./

* * *

Qui-Gon was falling into the pain. It would be so easy just to let himself go, to escape the voice's torment. To escape - and never speak with Obi- Wan again. Never tell his apprentice how proud he was, or how much he valued their time together. /I have to hang on,/ Qui-Gon thought. /I have to help him . . ./ He felt Obi-Wan's despair. //No, my Padawan, don't give in to the Dark side.// The effort of communicating through the bond was almost to much, but Qui-Gon had to continue. Gathering what remained of his strength, he faced the voice.

"I reject you, Dooku. Leave this place," he said, eyes blazing with power.

The voice fought his efforts, but Qui-Gon refused to relent. "No!" the voice screamed. "I'll be back for you, Qui-Gon! You can't escape me!"

Qui-Gon forced his will upon Dooku. With all the strength he had, he shoved the former Jedi out of the mental plane. This battle, for now, was over.

* * *

His Master's encouragement strengthened Obi-Wan. With a sense of clarity greater than any he had achieved before, Obi-Wan knew what he had to do. He used the Force to catapult himself over the Sith's head at the same time as he called his Master's lightsaber to his hand. He swung the emerald blade through the Sith's frozen form and watched the Dark Lord fall over the edge of the melting pit, dead.

Obi-Wan deactivated the saber and ran to his Master's side. "Master," he cried softly, cradling Qui-Gon's head in his arms.

Qui-Gon's eyes fluttered open. "It's too late, Obi-Wan," he said weakly, his pride in the accomplishments of his Padawan coursing through their bond.

"No," Obi-Wan said in denial.

"Obi-Wan," Qui-Gon interrupted, trying to remain conscious. "Obi-Wan, promise me you will train the boy." Training Anakin would accomplish two things: It would ensure that the boy became a Knight, and it would force Obi-Wan to forgo the mourning Qui-Gon had always detested.

"He is the Chosen One," Qui-Gon continued. It was getting harder and harder for him to speak. The Force called to him, urging him to come home. "He will bring balance," Qui-Gon said. His Padawan's despair radiated through the bond. Weakly, Qui-Gon caressed the young man's cheek. //Don't be sad,// Qui-Gon said through the bond, smiling slightly. //I will always be with you in the Force.//

With a final burst of strength, Qui-Gon looked at his apprentice and said, "Train him." As those words left his lips, the Jedi Master became one with the Force.

Obi-Wan bent over his Master's body, sobbing. The man who had trained him, been his father, had died.

* * *

Obi-Wan knelt before Master Yoda. The loss of his Master was still an open wound, although the grief was eased with the mission his Master had set for him.

"Confer on you, the level of Jedi Knight, the Council does," Yoda's raspy voice said suddenly, startling Obi-Wan. He looked up, but the phrase did not fill him with the elation he had always imagined. Qui-Gon should have been here, should have lived.

Yoda continued. "But agree with you taking this boy as your Padawan learner, I do not." He punctuated his sentence by beating the floor with his gimer stick.

Obi-Wan looked up and met Yoda's eye squarely. "I gave Qui-Gon my word." Yoda's doubt was palpable in the Force. "I will train Anakin," Obi-Wan continued. "Without the approval of the Council if I must." Somewhere, he knew his Master would find that hilarious. Obi-Wan stifled a laugh, remembering all the times he had begged his Master to obey the Council.

Yoda heard the resemblance as well. "Qui-Gon's defiance I sense in you," he said dryly. "Need that you do not."

Obi-Wan waited for the Master to continue. Yoda let out a heavy sigh and stopped pacing. He stared into the fire roaring in the hearth of the chamber. "Agree with you the Council does," he said abruptly. "Your apprentice, Skywalker shall be."

* * *

Obi-Wan stood behind Anakin, watching the body of his Master burn. The Sith had returned, that much was clear. Only a Sith could have defeated Qui- Gon, the greatest swordsman in the Jedi Order. The greatest swordsman, and the greatest Master. Obi-Wan's eyes burned, and he choked back the tears that threatened to pour down his face.

"What will happen to me now?" Anakin Skywalker, the young boy he had agreed to train, looked up at him trustingly.

Obi-Wan's stomach twisted. Qui-Gon had brought the boy away from his slave's life on Tatooine with the intention of training him, but then Qui- Gon had . . .

The thought of his Master's grief recalled the tears to Obi-Wan's eyes. Before they could embarrass him, he said quietly, "I will train you. You will become a Knight, I promise you." Obi-Wan did not know to whom he promised, whether it was to Qui-Gon or Anakin he spoke. He placed his hand on the boy's shoulder, and felt an identical weight on his. He knew it was his Master's way of saying everything was fine.

* * *

The Council met in a small room in the palace. "Tragic, Qui-Gon's death is," Yoda said, breaking the silence.

"More so that he never confronted Dooku," Ki-Adi-Mundi pointed out.

"So sure are you? Of Darkness are Dooku's powers," Yoda stated.

"If Dooku is Dark, he should be destroyed," Mace Windu argued.

"Yes," Adi Gallia mused. "Qui-Gon may still become a true Knight if Dooku is defeated or turned."

"Send Obi-Wan and Anakin, we should," Yaddle put in. "Close to Qui-Gon, they were." The Council nodded in assent.

"Let us bring them here," Mace said quietly.

* * *

Obi-Wan stood next to Anakin before the Council. The ritual to knight him and make Anakin a Padawan was being rushed.

Mace Windu came towards Obi-Wan with a small knife, his hands trembling. Qui-Gon and Mace had been year-mates and close friends, and Qui-Gon's death had clearly saddened the other Jedi. Solemnly Mace reached around Obi- Wan's head and cut the ponytail he wore free. The Padawan braid was next, the knife sliding through the strands of hair as easily as the Sith's lightsaber had pierced Qui-Gon's middle. As Obi-Wan felt his head lighten without the extra hair, he recalled all the years he had spent as Qui-Gon's Padawan. Without it, he felt naked and alone. Obi-Wan gathered the locks in his hand and stored them in his pocket.

It was now his turn. He knelt before Anakin and gathered the hair from the back of his head into a ponytail. Most of Anakin's hair had been shorn earlier; Obi-Wan only needed to add the finishing touches. With shaking hands, he braided the only other section of uncut hair, opening the bond between them as he secured the Padawan braid.

Together, the Knight and Padawan stood before the Council, linked for the next several years of training. They bowed, waiting for their dismissal.

It never came. Yoda looked at them, seeing the tears in Obi-Wan's eyes. "A mission, we have for you," he said . . .

What happens next? Will Obi-Wan and Anakin be able to beat Dooku? Will Qui-Gon become a Knight? tbc . . .

Please Review!