A/N: My apologies for the lateness of this chapter, but work and real life have conspired against me. On the bright side, I'm now up to Chapter 13, so updates should be regular again. As always, I thank my two wonderful Beta's Fallenstar2 and Winterd for all of their help.

Disclaimer: I own nothign but the upcomming plot. George, Joss, do yourselves a favor- don't waste time trying to sue me, for I have no more money to give.

Episode 3 Chapter 8

Battle on Utapau


Obi-Wan and Buffy stood in the hanger onboard Cody's massive Star Destroyer. Obi-Wan stood next to Buffy's modified ARC-170, looking at a hologram of Utapau projected by R-4 as Cody briefed the two Jedi.

"Fortunately, most of the cities are concentrated on this small continent here . . . on the far side," Clone Commander Cody was saying. Obi-Wan nodded in understanding.

"We'll keep them distracted until you get there," Obi-Wan said. "Just don't take too long."

"Come on, boss, when have I ever let you down?"

"Cato Nemoidia . . . for starters," Obi-Wan said with a laugh. Buffy just sighed.

"Men." she said as she climbed into the pilots seat. Obi-Wan followed her lead and climbed into the second seat in the rear.

"That was Anakin who was late. I believe." Cody replied with a grin.

"Very well, the burden is on us not to destroy all the droids before you get there."

Buffy sealed the cockpit and activated the sublight engines. The clones headed to the safety of the pressurized bays as the massive main hanger doors opened, allowing the fighter to exit the ship.

"Entering coordinates into the main navi-computer," Buffy announced, bringing her ship's hyperdrive engines online.

"Are you sure this is safe, Buffy?" Obi-Wan asked, somewhat nervously. Buffy nodded.

"Positive. Jacen installed the hyperdrive himself, and I've added a few other goodies that were in the R&D department back on Corellia. I'm just glad it was attached to the Falcon when we escaped."

"I wasn't talking about the engines, Buffy," Obi-Wan elaborated. "I meant your flying."

"Nice," Buffy said sarcastically as she engaged the hyperdrive. In a flash, they were gone.


Several hours later, Buffy's ARC-170 flashed into existence in the Utapau system.

"Well, there it is," Obi-Wan said, pointing at the yellowish planet that hung in space in front of them. "Utapau."

"A sinkhole planet." Buffy noted and then added dryly, "You sure know how to show a girl a good time."

"Well, you always say that I never take you any place new," Obi-Wan retorted with a grin. "Now, can we get moving and end this war?"

"Roger that," Buffy replied. "Heading for the mid-level landing platform."

Buffy gracefully flew her fighter down into the largest sinkhole, and gently landed the craft onto the protruding landing platform. She opened the cockpit and allowed Obi-Wan to exit. As the elder Jedi walked up to the approaching leader of Utapau, Buffy had a sudden sense of trepidation overtake her. She closed her eyes and reached out with her feelings, hoping to discover the source of her dread.

"Greetings, young Jedi," the tall, grey-faced alien known as Tion Medon said as he approached Obi-Wan. "What brings you to our remote sanctuary?" Obi-Wan smiled ruefully."Unfortunately, the war," he said, causing Tion to frown. "There is no war here unless you've brought it with you," he replied. Obi-Wan nodded. "With your kind permission, I should like some fuel and to use your city as a base as I search nearby systems for General Grievous."

Tion gestured to a pit crew standing off to the side, who immediately approached Buffy's ship and hooked up fuel lines. As they did this, Tion stepped up close to Obi-Wan. "He is here!" he whispered urgently. "We are being held hostage. They are watching us." Obi-Wan nodded. "I understand." "The tenth level . . . thousands of Battle Droids . . ."

"Tell your people to take shelter. If you have warriors, now is the time." Obi-Wan then bowed in gratitude, then turned and headed back to the ship and climbed in.

"He's here, on the tenth level."

"We should make it look like we're leaving. Arfour, take the Prometheus and send a message to Commander Cody. Tell him we've made contact and are proceeding with the operation. Then execute plan Cooper-Beta."

The little astro-droid beeped in compliance and fired up the engines. Buffy and Obi-Wan sereptiously slipped out of the cockpit and moved into the shadows, out of view to prying eyes. As the Prometheus took off, Obi-Wan looked at her curiously.

"You named your fighter?" he asked with a raised eyebrow. Buffy shrugged.

"Old Earth Greek mythology. I'll tell you the story sometime."

"And that last order?"

Buffy's face darkened. "I got a bad feeling about this. I'm not sure about what exactly, but something bad is coming. And I want an out. Just trust me on this, okay?"

Obi-Wan nodded. He had learned long ago to trust Buffy premonitions. "Very well. Let's get to it then, shall we?"


Back on Coruscant, Chancellor Palpatine was listening to a delegation from the Senate. The Senators, led by Padmè, was present in his chambers to present him with the concerns of the 'Delegation of Two Thousand'.

"I understand your reservations completely, Senator," Palpatine said after Padmé outlined their concerns. "And I assure you the appointment of Governors will in no way compete with the duties of the Senate."

"May I take it then, that there will be no further amendments to the Constitution?" Padmé asked. Palpatine nodded solemnly.

"I want this terrible conflict to end as much as you do, My Lady, and when it does I guarantee an immediate return to democracy . . ."

"You are pursuing a diplomatic solution to the war, then," Padmé interrupted.

Palpatine shook his head, a sad look on his face. "You must trust me to do the right things, Senator," he said. "That is why I am here."

"But surely . . ." Fang Zar started, but Palpatine turned to face him "I have said I will do what is right, that should be enough for your . . . committee," he added the last part with a slight air of distaste.

"On behalf of the 'delegation of two thousand,' I thank you, Chancellor," Padmé said after a beat, bringing the meeting to a close. The Senators all rose to leave.

"I thank you for bringing this to my attention, Senator," Palpatine replied. The Senators turned and left the office, leaving the Chancellor alone.

Well, almost alone.

Darth Traya, Dark Lady of the Sith, shimmered into the room and looked at the door the Senators had left through with distaste. "I can't believe I was ever interested in politics."

"They have their benefits, my dear," Palpatine stated, looking over the list of names of the Senators that had signed the Delegation's petition. "Well, this makes our job that much easier."

"Would you like me to start eliminating them now, or would you rather wait until after we deal with the Jedi?"

"After," Palpatine stated after a moment. "Patience, Traya. We will deal with them all soon enough. Starting with your sister."

Traya smiled sinisterly at that. She couldn't wait to put her in her place...


Twenty minutes later, Buffy and Obi-Wan made their way up above the bay Grievous had set up in on one of the indigenous Lizard creatures the Utapauians rode. They both climbed off and looked down at the mass of droids assembled below.

"I count four of the Manga-Gaurds Grievous has been using, along with about a two hundred other various droids," Buffy said, unzipping her jacket and withdrawing her sabers. Obi-Wan nodded as he shed his cloak.

"Two against two hundred. Good odds, don't you think?"

"What's the plan?"

"I thought we would just drop in and say hello."

Buffy snorted silently. "Yeah, that's a plan. Shall we?" And with that, they jumped down behind the general.

"Hello, there!" Obi-Wan said as he landed.

"Hey, Sparky!" Buffy added. Grievous spun around and snarled.

"Ahh, General Kenobi! You are the bold one. And Master Summers," he turned his icy stare on Buffy. "I expected someone of your reputation to be somewhat...taller."

Buffy looked affronted. "Tell me Sparky-Plugg over there didn't just make a short joke," she growled.

"No, I'm afraid he did," Obi-Wan responded. Buffy instantly activated both of her lightsabers.

"Okay, that's it. NOBODY makes short jokes about me and survives."

"No, I'm afraid YOU won't be surviving," Grievous snarled, then turned to his Manga-guards. "Crush them!"

The four bodyguard droids activated their electrostaffs and moved to attack. Buffy moved in, her twin blades flashing as she blocked three staffs at once as Obi-Wan battled the fourth.

Buffy moved with dizzying speed, her silver and green blades spinning almost faster then the eye could see, blocking the staffs and slicing into the guards armored forms. In only a few moments, the advanced droids were heaps of scrap at her feet. Just as she finished, Obi-Wan forced his opponents staff down to the ground, then instantly reversed the direction of his lightsaber and decapitated the driod, then finished it off with a quick thrust to the chest. The remaining droids moved in, their weapons raised, but a motion from Grievous brought them up short.

"Enough of this," Grievous said, moving forward. "I will deal with them myself."

"Wow, I am so intimidated. Are you intimidated?" Buffy asked Obi-Wan. The elder Jedi nodded.

"Very much so," he replied deadpan. "I am truly terrified."

"You fool!" Grievous shouted as he shrugged off his cape. "I was trained in your Jedi arts by Count Dooku!" He lifted two lightsabers from his belt, then suddenly his two arms split into four. The other two arms grabbed two more lightsabers, and all four blades were ignited in quick succession. "Attack, if you dare!"

Buffy and Obi-Wan exchanged a look, something akin to trepidation passing over Kenobi's face. Buffy raised her eyebrow and, without even looking, locked her blade into the 'on' position and threw it, side-handed, at the droid General. The blade flew so fast that even the droids enhanced senses couldn't track it, and before he could even consider blocking it, the blade impacted into the General's chest. The blade punctured the bag holding in the General's biological organs, setting the fluid they were in on fire and incinerating them. As the General's last remaining biological parts burned, Grievous was finally granted the death he had been denied shortly before he was turned into this mechanical monstrosity. As his mechanical body fell to its knees, Buffy twisted her wrist and used the Force to call her lightsaber back to her, even as Obi-Wan raise his hand towards a piece of machinery hanging over the body, and used the Force to bring it down on top of it.

The room seemed to freeze as they all stared at where the remains of General Grievous, leader of the Separatist armies, lay buried under mechanical rubble.

"Well, I must say that was somewhat...anti-climatic," Obi-Wan noted as he moved in to attack the surrounding droids.

"Big opening, little show," Buffy agreed, moving in synch with Obi-Wan as they destroyed the droids around them. They weren't alone for long, though, for after a few moments Commander Cody's clone troopers arrived.


Meanwhile at the Temple Mace, Anakin, and the holograms of Yoda, Ki-Adi-Mundi and Aayla Secura were conferring on the status of their campaigns. Suddenly another hologram appeared- Clone Commander Cody, his helmet off and his expression eager."Master Windu, may I interrupt?" Cody asked, then proceeded when Mace nodded in ascent. "General Kenobi and Commander Skywalker have engaged and defeated General Grievous. Commander Skywalker would like me to pass on her disappointment on how short the fight was, and would like me to ask you exactly what have you been doing for the past two years if she could beat the 'walking tin can' in under two minutes."

Anakin chuckled, and even Mace had a small smile on his face. "Yeah, that sounds like my sister." Anakin noted.

"My troops have commenced the attack, Masters," Cody concluded. Mace nodded.

"Thank you, Commander," he said, and Cody's hologram faded out. The Jedi Master then turned to Anakin. "Anakin, deliver this report to the Chancellor. His reaction will give us a clue to his intentions."

The younger Jedi nodded. "Yes, Master," he replied, then turned and walked out of the communications room. Mace watched him go for a moment, then turned back to his fellow Masters.

"I sense a plot to destroy the Jedi. The dark side of the Force surrounds the Chancellor," he said at length. Ki-Adi-Mundi nodded pensively. "If he does not give up his emergency powers after the destruction of Grievous, then he should be removed from office."

"That could be a dangerous move ..." Mace cautioned. "The Jedi Council would have to take control of the Senate in order to secure a peaceful transition."

"And replace the Congress with Senators who are not filled with greed and corruption," Ki-Adi-Mundi added. Yoda ran his small hand over his wrinkled head in concern.

"To a dark place this line of thought will carry us. Hmmmmm. . . . great care we must take," he said, looking at his fellow Masters, all of whom had a sad look in their eyes.


Chancellor Palpatine was reviewing fleet movements when Anakin entered his office. The Chancellor turned off the holo-imager and swivelled his chair to face Anakin.

"Chancellor," the Jedi began, "we have just received a report from Master's Kenobi and Skywalker. They have defeated General Grievous and engaged his armies."

Palpatine nodded. "We can only hope that they are up to the challenge."

"I feel as though I should be there, even though I know that Buffy can take care of herself."

"It is upsetting to me to see that the Council doesn't seem to fully appreciate your talents," Palpatine remarked as the two walked out of the office and into the short hallway that adjoined his work office to his main office. "Don't you wonder why they won't make you a Jedi Master?"

"I am too impatient, to impetuous," Anakin remarked. "It took a good verbal beating about that recently, and told me that I needed to learn patience. Much as you have over the years," he added with a wry grin. Palpatine smirked.

"Perhaps she is wiser that I thought." They chuckled for a moment, before Palpatine turned back to Anakin. "I don't think they trust you, Anakin. They see your future. They know your power will be too strong to control. Anakin, you must break through the fog of lies the Jedi have created around you. Let me help you to know the subtleties of the Force."

"How do you know the ways of the Force?" Anakin asked, suddenly wary, remembering his sisters concerns.

"My mentor taught me everything about the Force," Palpatine continued in a friendly tone, "even the nature of the Dark Side."

"You know the Dark Side?" Anakin asked incredulously.

"Anakin, if one is to understand the great mystery, one must study all its aspects, not just the dogmatic, narrow view of the Jedi," the Chancellor continued slowly. "If you wish to become a complete and wise leader, you must embrace a larger view of the Force. Be careful of the Jedi, Anakin." He paused, seeming to look deep into Anakin's soul. "They fear you. In time they will destroy you. Let me train you."

"I won't be a pawn in your political game," Anakin said, somewhat defiantly. "The Jedi are my family."

"Only through me can you achieve a power greater than any Jedi. Learn to know the dark side of the Force, Anakin, and you will be able to save your wife from certain death."

"What did you say?" Anakin asked, suddenly fearful.

"Use my knowledge, I beg you . . ."

"You're the Sith Lord!" Anakin exclaimed as he ignited his lightsaber. The blue glow of his blade illuminated Palpatine's face.

"I know what has been troubling you," the Dark Lord continued. "Listen to me. Don't continue to be a pawn of the Jedi Council! Ever since I've known you, you've been searching for a life greater than that of an ordinary Jedi . . . a life of significance, of conscience."

"You're wrong!"

"Are you going to kill me?" he asked Anakin. The Jedi's reply was pained, yet steady.

"I would certainly like to."

"I know you would," Palpatine said, closing his eyes and sensing the swirling emotions that surrounded the young Jedi. "I can feel your anger. It gives you focus, makes you stronger."

Anakin raised his lightsaber to the man's throat, then slowly lowered it, deactivating the blade.

"I am going to turn you over to the Jedi Council," he said finally. Palpatine nodded.

"Of course you should. But you're not sure of their intentions, are you? What if I am right and they are plotting to take over the Republic?"

"I will quickly discover the truth of all this," Anakin replied steadily. Palpatine nodded once more.

"You have great wisdom, Anakin," the man said. "Know the power of the dark side. The power to save Padmé."

TBC...