I've got some writers block for Leo's recent adventures in season 7 of Clone Wars in Berserker 5, and I got a lot of feedback about how fans disagreed with Leo's 'betrayal' of the Jedi in book 2. If this gets enough followers I'll continue it.

A/N: Please read all chapters from Berserker Book I and up to chapter 17 in Book II, thank you & enjoy.

BERSERKER INFINITY

Chapter I

Carnage of Krell

Walking down from the Tree of Darkness, Leo mounted his walker and started to drive off, it was dawn or maybe evening. Leo wasn't sure if he knew which or cared as he rode back to the camp. His walk took him across the scorched earth of Umbara, the bodies of clones and Mubarak militia tangled everywhere in no man's land with Umbaras local fauna feasting on the remains. After he'd had enough of the silence, pressing a button to contact the 212th "Master, I'm on my way back." He said into the comlink as his walker trudged on and got no answer back "Master?"

Suddenly thunder roared in the distance, Leo looked up to see a barrage of rockets falling down from the sky outside the capital. He hit the accelerator on his rocket and it sprinted across the terrain over hills and fallen trees till Leo saw the entire forward command base, when he arrived at the siege lines were in a full orderly retreat. The remains of Republic guns and tanks were left behind as the clones were marching away with Obi-Wan standing on a hill next to Cody overseeing the withdrawal. Leo approached them from behind, the clanking sound of metal walker foot prints alerting the Jedi and Clone Commander of his presence.

"Master, what happened?" Leo asked getting off the walker.

"General Krell has taken the air base, but the Umbarans and their Separatist allies have a command ship resupplying them with 100 megaton missiles, that forced us to withdraw." Obi-Wan told him as Leo looked over at the wounded clones being carried out on stretchers.

"What's the plan for taking out the ship?" Leo asked.

Kenobi gave him a sideways look "No need, someone took out the command ship from the inside, we're regrouping now with Master Tinns forces to take the capital."

"Was it General Krell and Captain Rex who took out the command ship?" Leo asked him.

Obi-Wan scratched his chin "Hard to say, we haven't been able to relay any communications with the air base, the Umbarans have somehow been able to jam our transmissions?"

Leo looked over at the clones, he spotted Waxer and Boil talking down beside some moving tanks "Perhaps if we sent someone to the airbase we would figure out what's going on?"

"Are you volunteering?" Obi-Wan asked him "I am Master, I can cover more distance on my own too." Leo replied confidently.

Obi-Wan stared at him briefly before he looked at Cody, "Commander Cody please give us a moment."

"Sir." Cody answered walking down the hill leaving the two jedi alone.

Leo turned to face his Master hands behind his back "Master?"

"Did you find what you were looking for with the Shadow Priests, what did they want?" Kenobi asked him.

Leo looked over his shoulder at the landscape of Umbara, "They said I'd face darkness here, the darkness with me…" he took a few steps away and crossed his arms.

"That I'd have to choose." Leo told Obi-Wan,

"Choose what exactly Leo?" The master asked.

"Myself, or what I believe in as if they were different things entirely?" He said shaking his head, Obi-Wan scratched his beard "And your choice?" Kenobi asked his padawan following him from behind.

"I choose to stay here and fight, Master." Leo said, turning a round all the way to face "If you'll let me."

Obi-Wan smiled "I can't afford not to Leo, the Umbarans are growing desperate. Did the Shadow Priestess appear to be supporting them in any way?" Obi-Wan asked to bring them back to the task at hand, he placed both hands behind his back and Leo followed him.

Leo smiled seeing he'd be allowed to stay, "… surprisingly mo Master, the Shadow Priestess I spoke to told me her order cared nothing for the war, they simply wish to be left in peace."

"Well that's one worry out of our hair, you made a good point with sending someone to check in on General Krell, but I won't have you going alone." Obi-Wan said approaching Waxer, Cody and Boil. The clones turned around to face him

"Waxer, congratulations you've been promoted to platoon leader roundup as many as men as we can spare, you and Leo will be going to the airfield to join General Krell, you two will inform him we're moving on the capital and he's to rendezvous with us at these coordinates." Obi-Wan said taking out a data disk and handing it to Leo.

Waxer put on his helmet sporting a twi'lek sticker "Yes sir General Kenobi, you ready Commander?"

"I am Waxer, let's go." Leo told him "Be careful you two, our last scouts reported that Umbarans had stolen weapons and armor from one of our patrols they may try to disguise themselves as friendlies." Commander Cody told them.

"Will do sir." Waxer replied with a smile.

CORUSCANT

Jedi Temple

The Jedi Council along with Anakin and Ahsoka were monitoring the situation on Umbara carefully within the Jedi war room. It showed the upper fleet's commander, Admiral Yuralen speaking to the council via holotransmitter. "This situation is dire Masters, we've lost communication with the airfield and General Kenobi's forces were driven from the Capital, they are regrouping now." Admiral Yuralen told

the jedi who all murmured among each other

"Any reports from my men Captain, before you lost communications?" Anakin asked, ever concerned with their well being.

"The clones reported heavy casualties in taking the airfield, but we had reports that before the command ship resupplying the Capital ship blew, that some clones believed they saw Umbaran fighters were fleeing outside it." Yuralen said making Anakin smile a bit knowing what had happened "Thank you Admiral." A hologram of Mace Windu replied.

"My fleet is close by, once you've established communications with our ground forces have Kenobi contact me." Master Windu asked.

Yuralen nodded firmly "I will relay your message General Windu, farewell."

The hologram ended and the jedi began to leave the the war room, those that stayed continued to discuss battle plans and the next separatist stronghold to take out. Those among them who didn't stay were Anakin and Ahsoka who returned to the interior of the temple "So Master, do you think you'll be heading back to Umbara any time soon?" Ahsoka asked, eager to hear the answer.

Anakin sighed in disappointment "No, the Chancellor has asked me to track down Separaitst spies here on Coruscant it's dirty business Ahsoka."

"Well maybe I can help, then we can go help Obi-Wan and Leo on Umbara." She suggested forthwith.

Her Master stopped sideways glaring at her standing erect with his hands at his side "What's this we?"

Ahsoka could see what he was getting at, still treating her like a child "Master I respected your choice to leave me behind when you went to Umbara, I didn't object even though Obi-Wan let Leo go with him." "That's diff-" he started to interject "But as the situation becomes more dire, our forces on Umbara will need all the help they can get?" Ahsoka said, cutting him off.

Skywalker could see she was right and gave a soft albeit prideful groan "You're right, but we have to do the Chancellors bidding first he is the leader of the Republic after all."

Ahsoka cocked a brow "You two are really close, Obi-Wan told me the Chancellor is very fond of you."

"He's been like a father to me, snips, he's even asked about you a few times, I've offered to bring you by for an introduction but he always seems to be busy but that's to be expected of a man in his position." Anakin said before they continued on down the hallway.

"Does he ask about Obi-Wan a lot?" She asked, shrouding the question she really wanted to ask him with another one.

Skywalker gave of a glint in his eye with a smirk "Indeed, the Chancellor has great respect for my Master."

"And… what about Leo?" Ahsoka asked remembering the argument Leo and Anakin had when the bombing of their capital happened when Leo gave the Chancellor a less than respectable title then Chancellor.

Ahsoka's master stiffened and his smile receded from his face "There isn't much to say, he expressed his displeasure when Leo struck Captain Tarkkin but the matter was settled and that's all that mattered."

"Really that's all, I mean Leo did protect him when Cad Bane held the Senate hostage?" Ahsoka asked him "As was his duty, there was no need for praise in that situation?" Anakin reminded

"Because you were the hero who saved the day Master." Ahsoka said, rolling her eyes.

Anakin stopped her taking her by the shoulder before he let go "What's that supposed to mean?"

She stood around hand on her hip "Only that I think you and Leo's pride are getting in the way of what we used to have?"

"Use to have?" Anakin asked "You used to look at Leo like he was another student, like me but now every time you're in the room I can't tell which of you will draw your lightsaber first?"

Anakin now rolled his eyes at her.

"You're overthinking it snips, Leo is a padawan who forgets his place he's nothing like you."

"I wasn't saying he was like me, I was saying he's like you." Ahsoka said pointing her finger at him "What, but that's- Ahsoka come on?" Anakin said half laughing at her before he swatted her finger away.

"You're both fierce fighters, you both care for your men, you rarely keep your opinions to yourself and-" "I said that's enough Ahsoka." Anakin snapped asserting his rank over her. Seeing she had obviously bothered Anakin she relented and let him go "I have to go find these spies, stay here and wait for my return."

UMBARA

Enroute to the airfield

A battalion of the 212ths finest led by Waxer and Leo were trudging through the thick jungles of Umbara, night had certainly fallen with how thick the fog was now between the fungus trees. Leo and Waxer were up in front "Any reports from the airfield?" Leo asked.

"Yes, we're in range of General Krell he says the enemy is heading there now, we're to intercept them, and that they stole clone armor and weapons, got the coordinates right here." Waxer said holding up a holomap for them to look at.

Leo stopped seeing the location and the coordinates they had to go to weren't far "This thick fog and jungle will make it hard." Leo said as the clones gathered behind him.

"Hard, I can barely see a thing." One of the clones behind Waxer said "Stay close, don't want any surprises from the Umbarans." Leo told them as they passed it down the line, before they continued onward.

Cody followed Leo around a large tree "Commander, a word?"

"What is it, Waxer?" Leo asked him.

"The reports from Captain Rex, they say that General Krell is throwing them into battles without any plans, that he's had the highest casualty rate of any jedi." Waxer whispered to him "Is that true, you were his padawan?"

Leo got really quite hearing that but he broke the silence after a minute.

"They certainly have risen Waxer, General Krell always put the mission first even meant killing his men or me but we usually had a plan."

"But you always survived?" Waxer told him "Survival is relative when it comes to Krell." Leo said, giving him a look over his shoulder.

They kept walking before Waxer spoke up again "Mind if I ask you something Leo?"

"You always this talkative with Boil?" He asked "Well he's not here so… I guess." Waxer chuckled.

Leo smiled back at him "Shoot."

Waxer seemed to take a deep breath in his helmet "Just been thinking is all, all this fighting here what do you think will happen after."

"After?" Leo asked him "After the war, I'm sure you've thought about it?" Waxer asked him.

"I have, I assume I'll still be a Jedi." Leo told him

Waxer then asked "What about us?"

"What do you mean?" Leo asked him "Us clones, we were created to fight this war, what happens after we win?" Waxer asked his commander, the red headed boy nodded "Hmm the Jedi will need those willing to help keep the peace, but I bet you can do whatever ever you want your not a slave Waxer."

Waxer smiled under is helmet "I'll probably stay in the army, but I wouldn't mind some leave to go back to Ryloth."

Leo felt a sting of pain remembering what he had faced there, the brutal fights between Karoc and then Vinoc after he killed Kasel right in front of him. But Waxers words brought him back "Just to check in on Numa and her dad you know, see how they are?" Waxer said, speaking out loud.

"Boil too?" Leo asked him "It was his idea." Waxer said.

Leo suddenly sensed a trimmer in the force, he raised his fist "Hold." Waxer relayed.

All the clones took up defensive positions in the brush "What is it?"

"Something out there… I'm going to go look, hold this position till I return." Leo ordered Waxer, the clone nodded his twi'lek decorated helmet. "Should one of us go with you?" Waxer suggested behind him, looking up at the dark storm clouds coming in.

He shook his head left and right "No, I'll move faster on my own."

Leo ran off into the fog jumping into the mist climbing one of the fungus trees till he reached the top, he leapt over the branches and swung from a vine following the force to the trimmer before he hit the forest floor. Then he sensed it, spinning around he raised his lightsaber turning it on when he came face to face with an Umbaran, an Umbaran child. They were wearing pale gray and blue robes with a thick scarf around the child's neck looking up with a pale face and only one eye, a thick bloodied bandage was wrapped around their left eye socket. The child had fallen down into the dirt looking up in sheer terror scattered on the floor in front of it were scavenged rations which they had dropped when Leo drew his lightsaber.

Turning it off, Leo sighed "Tsk." He hissed tilting his head as a way to say to the child they could leave.

The child picked up the rations cradling them in their arms before running off into the jungle.

Leo watched till the child was out of sight taking a deep breath he sighed, he looked up and for a brief moment the thick cloud and fogs faded from the sky and he could see stars up above "What do you want from me…?" He asked up to the stars, to the force, to anyone who was listing.

His answer would have to wait because behind him he heard the sounds of fighting in the distance, "Waxer?"

Leo broke off into a sprint taking out his lightsaber cutting out the vines and trees in his way, he could see blue blaster fire coming from left and right sides about to join into the fray when someone rammed into him. Leo looked up to see a white armored arc trooper with blue eyes on his helmet "Rex!?" Leo yelled seeing him.

The Clone Captain shot up "Commander Rock?"

"We're under attack by Umbarans disguised as clones, where are you men." Leo asked pulling him up to his feet "Those are my men!" Rex yelled at him.

"-what?" Leo gasped.

Leo and Rex looked into the chaos of the fire fight to see clones fighting clones "We have to stop this." Leo said but Rex had already run into the middle of them throwing off his helmet "Stop firing, stop firing, there clones, there clones!" Rex yelled waving his arms running up to the 212th, when they saw their brother some of them stopped fighting to stare. Rex tackled one of the clones and tore off his helmet "THERE CLONES, WE'RE ALL CLONES!" Rex yelled at them, the clones all took of their helmets to see they had committed the vilest of all sins a soldier could make, that a brother could commit.

The clone walked up to each other meeting in the middle staring at the same faces all sharing the same shock, pain, and confusion.

Leo walked out looking past the dead bodies of clones tangled together, "Rex… how…. how did this happen?" Leo asked, his voice trembling. When he walked up to Rex the man was still in shock, Rex had fallen to his knees holding his head trying to comprehend the fratricide he'd just taken part in, Leo could feel it, he reached down "Rex… we need to help the wounded."

Rex looked up at him "My brothers… I did this-to my own brothers." Leo could tell Rex had no idea what had happened, same as Leo.

"Captain." Leo said pulling him to his feet "Your men need you."

When Rex heard his words and felt the Jedi shake him, his training took over "Medics!" He snapped "We need medics, everyone get the wounded check for survivors." He said barking orders, Leo looked to the 212th "You heard the Captain go, go find everyone you can."

Later, the clones were still coming to terms with what had just ranspired, Leo was helping another clone from the 501st carry a wounded brother from the 212th with a medic coming up to take him. He was in earshot to overhear the clone trooper named Tup with tear drop armor and one tattoo under his left eye say "This can't be happening, what have we done." He said in horror.

"I don't understand, why did these troopers attack us?" He asked Rex, Leo recognized the clone trooper as Dogma, the loyalist of the clones besides Rex.

"We're told the enemy had taken our weapons and armor." Leo said walking up to him, when another medic from the 501st came running up "Captain I found the platoon leader, it's Waxer, he's still alive."

Leo, Rex and Waxer followed the Medic up to another set of clones, Waxer was on the ground propped up against the tree. Leo broke into a sprint seeing him and dropped to his knees pulling off his helmet "Waxer, waxer look at me." Leo said, Waxer was gasping for air "Remember what you told me, you got go see Numa again with Boulder?" Leo said, shaking him.

Waxer looked up at him, the light fading from his eyes "General Krell… General Krell gave us these coordinates… why would… why would he make us do this…" Waxer said a teardrop rolling down his eye before it shut closed "Kill our brothers…." Leo watched helplessly as Waxer started to go limp the life fading from him "Waxer, Waxer no." Leo said, shaking him "You wake up soldier, wake up." Leo said, shaking him, Leo looked down at his wound and pressed his hand on it.

"No… no, no, no you can't have him-" Leo pressed on the wound and focused "What's he doing?" Dogma asked. Rex knelt down looking at Waxer's lifeless corpse and then at Leo, the young jedi was doing something the other clones watched a light appear under Leo's palm as it was encased in a round Waxer's wounded stomach. In a few moments the color around Waxers face returned and the man's eyes shot open with his mouth gasping for air, Rex caught him before Waxer could run off.

"Waxer." Rex said, grabbing him "Captain- Commander what… what happened?" He said his heart raced.

The medic knelt down when Leo took his hand away "The wound- its gone?" The medic said.

Leo sat back panting looking at Waxer "Commander, thought I was a goner." Waxer said, feeling his side.

"Waxer, you said General Krell gave you the orders?" Rex asked him.

Waxer turned his gaze to his brother, the Arc troopers face was grim "That's right sir."

Leo heard him too "It doesn't make any sense, why would General Krell order this?" Dogma said stil not buying it.

"Dogma you and Stitch go round up the survivors, check for anyone who can still fight." Rex suddenly said getting up, Leo and Waxer both stood to "Sir?" Dogma asked.

"Do it." Leo said seeing Rex wanted to speak with them alone, when Dogma heard the Jedi order him Dogma didn't waste another moment with Stitch the medi, and the clone who was with Waxer. The three waited till they were alone to talk "Rex what is going on?" Leo asked him.

Captain Rex turned to the Jedi, his face grim "Treason."

"From who?" Leo asked already knowing the answer "From the man who ordered this… monstrosity." Rex said squeezing his hand into a fist.

"Are you saying General Krell forced us to kill our own men?" Waxer asked, shocked picking up his helmet "Commander, Leo when you were his padawan did General Krell always march his men into battle without a plan?" Rex asked him.

Leo shook his head "No, we always had some strategy, even if it was a frontal assault I was with my men every time. But his casualty rates they've skyrocketed." Leo said, crossing his arms.

"You're saying he did this on purpose, a Jedi Master- a General betrayed his own men?" Waxer asked, still finding it hard to believe "No." Leo said suddenly.

"No, no! Leo look around you." Rex said, his voice rising "I'm not saying he didn't do this, I'm saying he isn't a jedi anymore." Leo said squeezing his hands into fists "You mean he's a Separaitst?" Rex asked him.

"Maybe, or he's turned from the Jedi path and become a Sith." Leo said, reaching for his lightsaber.

"So what do we do?" Waxer asked them.

Leo looked at Rex "We need to gather the men."

Later, Leo, Rex and Waxer were standing in front of what remained of the patrols, Tup Dogma and Stitch were standing in rows of two with other clones behind them the yellow and blue of the 501st and 212th were gathered together. Rex walked out in front of them "We all know who's responsible for what happened out there, what we don't know is why. SOmething has to be done, what we're proposing is highly treasonous." Rex said the faces of the clones were all like stone listening to him, helmets under their arms.

"If any man chooses to opt out, do it now." Rex offered.

All of the surviving clones took one step forward not a single one backing out "From this point forward, we're in uncharted territory, our orders are we arrest General Krell for treason against the Republic." Tup grimaced hearing it eager for payback when Leo stepped forward.

"General Krell is dangerous and extremely powerful, if he resists you are not to engage him unless I say so." Leo told them.

"You expect us to do nothing?" Tup asked him "No, we take him prisoner but he has lightsabers and the force it won't be easy." Leo told them.

Tup growled "And how can we trust you, you were his padawan?" Tup asked.

"I can vouch for the Commander, he's fought beside the 212th for years now and is General Kenobi's padawan, that means he's not with Krell anymore." Waxer said, taking Leo's side.

Nobody said anything else, seeing that they were all in agreement Rex nodded "Alright, we'll need to free Fives and Jesse from the brig, so Let's move out."

Eventually, the clones and Leo left the jungle around the airbase behind marching straight into the airbase none of them knowing that upon entering, Dogma broke off from the main group unable to follow them. "Why did Krell throw Jesse and Fives into the brig?" Leo asked Rex as they walked into the airfields control tower while some clones broke off to secure the perimeter.

"They blew up the Separaitst command ship." Rex said under his helmet as they were lowered down into the depths of the base, they came into the brig where Leo saw two clones, Fives and Jesse they'd been stripped of their upper body armor when they opened their cells Rex handed each man a blaster.

"What's Kenobi's padawan doing here?" Fives asked when he saw Leo.

Rex looked back at him and Waxer "We attacked them on our patrol, Krell ordered us against our own brothers."

"He what." Jesse gasped in shock "Don't worry he'll pay, we're arresting him fro treason." Rex told him.

"I'd rather not take him prisoner at all." Fives said as the clones walked over to a locker in the brig corner taking out their armor.

As they got ready Rex turned to Leo "Commander, a word?"

"Rex?" Leo asked him "I know what you said about you taking on Krell but I have to insist you let us be the ones to take him down." Rex asked him.

"Rex, he's too powerful for you, I know he trained me." Leo said trying to reason with him "Maybe, but I owe it to my brothers for what he did, I need to know why." Rex told him.

Leo could hear the sincerity and anger in Rex's voice "Okay, but if I think its going south?"

"Understood commander." Rex replied before the other clones came into the brig.

The elevator rose to the top of the tower, where Leo could sense General Krell was waiting alone. When it opened Leo hung back behind the doorway wall hiding letting Rex, Fives and Jesse storm in with Waxer and his men surrounding Krell "General Krell you are relieved of duty." Rex ordered.

Krell turned around slowly, hands behind his back, "It's treason then." Thunder echoed in the distance when he said it.

"Surrender General." Rex ordered drawing his blaster pistols.

Krell walked forward to the center of the command deck "You're committing mutiny, Captain." Krell chided standing tall at gunpoint form the clones, who slowly started to encircle him.

"Explain your actions." Rex demanded

"My actions?" Krell asked him, Rex snapped then "For ordering your troops against one another."

Krell stroked his beard "Oh that, I'm surprised you were able to figure it out, for a clone." Leo could sense Rex's men starting to get closer ready to take him when suddenly Leo felt the force surge around Krell "Surrender General, you're outnumbered." Rex said but it was to late, he unleashed a force repulse on the clones and drew out both his double bladed lightsabers, green and blue "You dare attack a Jedi!" Krell barked.

Leo couldn't take it anymore he left the elevator "You are no Jedi!" Leo yelled, drawing his lightsaber.

"Awe the prodigal padawan returns, I sensed your foul stench the moment you entered the base." Krell barked.

"Take him down!" Rex barked, the clones opened fire and Leo ran right into the middle of the room attacking Krell, but the giant besalisk unleashed one lightsaber on Leo the others on the clones, deflecting and cutting them down while Leo tried to get around him. Krell used the force to grab Leo off the floor and throw him into a waxer. Any clones who got too close were cut down by Krell before Rex got in front of him.

Krell snarled seeing the clone leading the mutiny "I will not be undermined by creatures bred in some laboratory." The clones and Leo watched Krell run toward the command center window smashing it open he jumped flipping on his way down to the airfield tarmac landing with the force to cushion his fall when he looked up to see the entire battalion was outside waiting for him, "Get him." Tup barked at the other clones who Krell quickly engaged, cutting a bloody path through them.

"We gotta get down there." Waxer said next to Leo, Leo backed up a few feet "Way ahead of you." Before he ran to the window and followed his former master out and falling down Leo summoned the force around his hands and caught himself before he could be crushed into the pavement. He landed just in time to see Krell had already taken down two dozen clones and was making a break for the jungle.

Leo was about to follow him when out form behind one of the Umbaran fighters popped Dogma "Hold it right there." Dogma snapped at him.

Just in time the clones came up behind Leo "Dogma, stand down." Rex ordered him.

"I- I can't do that sir." Dogma stammered "Dogma that's an order." Rex said forcefully when the other clones surrounded him.

"No- its my duty, you're all traitors." Dogma barked at them, Rex walked up next to Leo before he took off his helmet. "I used to think being a good soldier meant doing everything they told you." Rex said.

"That's how they engineered us, but we're not droids, we're not programmed." Rex said, unaware how Leo was hearing him the training of a jedi and the engineering of a clone being all too similar in principle. The words of Morgana about Jedi and Sith only being enemies because their masters told them to be, that being a good padawan was heeding your masters wisdom "You have to learn to make your own decisions." But also being a good man is doing what you know to be right.

Dogma suddenly turned his blaster on Tup who had his brother in his sights "Dogma, don't do it." Tup pleaded.

The loyalist dropped his arm and soon two clones wrestled him to the ground and took him away "Take him to the brig." Rex ordered before he looked at Leo.

"Alright, we tried it my way but we can't let General Krell escape." Rex said to the young red headed Jedi who looked out into the dark Umbaran jungle.

Leo looked down at his lightsaber "He won't, stay here Captain." Leo said, starting to follow Krell's footsteps toward the tree line.

"You can't take him on by yourself Commander?" Waxer objected about following him. "I have to." Leo replied

The other clones gathered around him "You think we're just going to let this go, after everything he's done?" Fives said stopping Leo.

"It's not that we have anything against you Commander, but you don't know what he's done- to us, to our brothers." Tup added, Leo hearing him "We can't just let you go alone Leo." Waxer said, throwing his voice in with the argument.

Leo looked at them all, the same faces but different souls "Krell has to pay for what he's done and be brought to justice." Rex said at the head of his men.

"Listen to yourselves, this isn't justice, it's revenge, I'm the only one here who knows Krell knows how he fights because he trained me to be like him so as of this moment." Leo turned around and started to walk to the tree line "Either he's mine, or I'm his." The boys heart was pounding like a drum, as he walked off when he stood outside the tree line he took one last look over his shoulder at the clones to see if they were following him. I'm but they were still in the base watching him before he walked into the darkness, alone.

The red hue of the Umbaran trees was thick like the fog, Leo reached for his lightsaber but kept it off. Following Krell's besalisk footprints on the dirt before they vanished. He looked up and suddenly heard ferocious cackling in the trees

"So, you came alone boy."

Krell's voice echoed down from all around him, making Leo raw his lightsaber "I came to stop you, to stop this madness." Leo called back into the jungle.

"Madness, this is war, a thing you seem to commonly forget, all those years of training wasted."

Krell said before cackling again, Leo looked up seeing a shadow dart around him, he raised his guard and kept moving, Leo walked deeper into the jungle the white lightsaber the only other light besides the red glow from the trees and shadows they were making.

"I've kept up on the reports about you boy, the Council fears you and I can see why, I can feel your anger, your hatred."

Leo scowled hearing him talk "I hate only the Sith, only those who seek to prolong this war." Leo growled squeezing his lightsaber.

"Hatred is not the weapon of a jedi."

"You'd know all about that… you're no longer a Jedi, are you, 'Master.'?" Leo said the word Master like he was gargling acid.

"Yes, I was your Master… perhaps its time for another lesson."

Suddenly Krell dropped down from the trees, both his double bladed lightsabers at the ready "You have nothing left to teach me." Leo said, holding up his lightsaber.

"We shall see." Krell said smiling.

Leo gripped his lightsaber and snarled "I was told I'd face the darkness within me here, now I know it's you, it's ALWAYS BEEN YOU!" Leo yelled, running at him. Leo spun his lightsaber around and attacked Krell with the besalisk parrying him, Leo backflipped out of the way and blasted Krell with a force push before he landed on a tree and kicked it off. Krell was back on his feet and dodged Leo's next strike and drew him deeper into the jungle, their lightsabers sparking off another. Leo jumped and flipped over Krell's low swings and extra arms.

One of them shot out and grabbed Leo by the collar of his robe and slammed him on the ground before he tried to stab Leo through the face, he caught the lightsaber with his own and broke free from the group "Pathetic, still the same little, weakling when I got rid of you."

Leo let one of his hands go off his lightsaber and hit Krell with a force push to knock him off, Krell crashed into a set of branches before he tumbled back down landing on his feet "Hmmm so Kenobi actually managed to teach you somethings?" He asked, Krell got low holding his green lightsaber out in front and the blue behind. The two force wielders encircled one another "My powers have doubled since we last met." Leo hissed.

"Good, double the confidence, twice the fall." Krell cackled "Only one of us will fall tonight." Leo snapped before the duel resumed.

This time it was much more fierce, Leo swung up above but Krell ducked to try and take out his legs, Leo soared over him hacking at Krell's large back but the besalisk used his four arms to shift his lightsabers behind him to create a strong lightsaber guard. Leo landed before Krell turned into a whirlwind of lightsaber blades cutting branches and vines apart with his lightsaber, it took all of Leo's focus to maintain a strong defense while he backed up, he had to distract Krell.

"Why, why did you do it, why betray your men?" Leo asked locking lightsabers with him, Krell only laughed enjoying the game "Men, you're a fool like all the other Jedi, considering these abominations men when you know only the force can't create life." Pong snapped before he broke the guard, Leo back flipped out of the way all the way onto a large low hanging branch, reaching to his wrist out of sight from Krell to press a button on his communicator letting a small red light come on.

"You still didn't answer, why betray the Republic you're a Jedi!" Leo snapped, "BAH I am no longer naive enough to be a jedi, and neither are you Padawan."

Leo glared down at Krell, the besalisk took a running leap to get onto a branch opposite before he pounced on Leo, who evaded him. Their lightsabers glanced of each other in the air as they climbed higher and higher till they reached the top of the jungle trees and outside them they could see the Umbaran capital was under total siege, Republic gunships were bombing it from above, at its gates the Republic army was battering it's walls down with siege weapons.

"A new power is rising Leo." Pong said catching Leo off guard hearing Pong actually say his name maybe in the first time "I've foreseen it, the jedi are going to lose this war and the Republic will be ripped apart from the inside, in its place will rise a new order and I intend to be a part of it." Krell boasted.

Far away at airbase Waxer was looking through a pair of binoculars "Captain." He called out "What is Waxer?" Rex asked running up with Fives and Tup behind him.

"I see them, General Krell and the Commander above the tree line." Waxer said, handing the binoculars to Rex.

Meanwhile Leo then spoke "You're a Separaitst, a traitor." He accused me.

But Pong only continued to chuckle maliciously "I serve no one's side boy, only my own and soon my new Master."

"You've turned… you're a Sith like Dooku." Leo barked at him looking down at his wrist to see his wrist communicator's red light still on.

"Not yet, but once I've driven the Republic from Umbara the Count will reward my actions and make me his new apprentice, I think I'll start by delivering him your head." Krell said, Leo sensing he was about to took a defensive stance, Krell let out a loud roar and charged Leo on the branch attacking him from all sides before he cut the branch Leo was standing on out from beneath him. Falling back into the darkness of the jungle, Leo smashed through branches and got tangled in vines before he cut himself free and hit the forest floor, hearing a pop.

Leo looked down to see the red light go out on his communicator the device was mostly intact and the data could be retrieved but other than that it was too badly damaged.

Danger crossed Leo's senses and he scampered out of the way before Krell could drive both his lightsabers into Leo's back instead they met the ground, Leo ran into the jungle turning off his lightsaber trying to catch his breath "On second thought." Krell said smiling.

"Your battle mediation would be prized by the Count, the clone soldiers would be helpless against it." Pong said walking through the mist, Leo had turned off his lightsaber sticking to the shadows for cover.

Back in the airfield the clones had lost sight of the jedi "I'm not sitting around here waiting for Krell to betray us, we have to go help Leo." Waxer urged Rex "He said stay here, we're no match for Jedi" Rex said.

"Jedi or not, he's a brother in arms" Waxer said as the other clones gathered around him "General Skywalker, Kenobi, even Commander Tano they are true Jedi, they train and dedicate their lives for the cause of something greater same as us, there molded and taught to be the best they can be like us." Waxer said louder "Jedi and Clone are meant to fight together, even if we die together." Waxer said up to Rex.

All heads turned to the Captain who smiled "You're right, Fives round up the troopers we're going after Krell."

"Yes sir Captain." Fives replied running to round up the clones "Hold on Leo, just a bit longer helps coming." Rex said to himself.

Leo kept his distance from Krell, making sure the Besalisk was never within tricking distance "Do you hear me boy, you should finally heed my teachings and join me, there is no reason for us to be enemies when we can be allies."

"Allies, you think I'd join the Separatists, join you?"

Now it was Leo's voice coming from all sides, the jungle's entangled branches passing his words around like a ball on a pitch. "The other Masters have spoken to me, prodded me with annoying questions about you. I can see it in their eyes, hear it in their voices they don't trust you, they fear you."

"That fear is already consuming them as we speak, even Master Windu thinks on ways to stop your rise to power, the rise I always foresaw." Krell boasted.

"Rise to what?" Leo asked from the trees.

Pong cackled "Surely you've felt it, ever since I started training you I was preparing you for the inevitable, that you are no Jedi you are destined to be SITH, just like me!"

"NO!" Leo screamed dropping down from the trees "I AM NOTHING LIKE YOU!" Leo screamed at Krell attacking him.

Pong only cackled in amusement "Stow that fiery spirit boy, see it look at yourself, the anger, the hatred, the fury, even injured you force your pain to serve you, I use to think that title they clones gave you was pathetic but now I see it you are the Berserker."

Leo roared at the insult before he jumped up spinning back down to hack on Krell's defense, now Krell was backing up "Yes, yes that's it, let go of the Jedi teachings embrace your anger see how it makes you strong."

"Shut up- SHUT UP!" Leo screamed taking a step back, when he saw his last scream had let out the force clearing trees from their roots and the fog around them giving them an opening in the jungle, Krell smiled seeing the force unhinged within the boy "You know it to be true, search your feelings without my guidance you would never have the power you wield now." Krell said, holding up a hand.

Leo kept shaking his head "You are not my master anymore- and you are not of my order." Leo said before he took a deep breath regaining control "I am a Jedi of the Republic, and you will lay down your arms and surrender."

The order fell on deaf ears as Krell sighed "Foolish zealot." Krell hissed holding up one of his free hands, Leo waited for a force push to hit him but instead the attack came from behind. The vines of the trees suddenly shot out like snakes coiling and tangling a round Leo pulling up up to a tree, Leo felt his lightsaber ripped from his hands "No-ack." One of the vines grabbed Leo by the neck before it bound him up against a tree two feet off the ground with Pong walking up to him spitting on the ground.

"All too easy, even now with all your strength and will I can still pull your strings." He chuckled at his own joke, with lighting striking overhead a storm had been rolling in with raindrops beginning to fall in the clearing.

"Join me Leo, serve in the new order I have foreseen and eventually we will rule the Galaxy as Master and apprentice." Leo struggled against the tight bindings "As Sith?"

Krell smiled baring his teeth like fangs, on closer inspection Leo could see Pong's face had gotten paler the amber eyes he had were turning yellow "We will be more than Sith, I will be Darth… Primus and you my apprentice, Darth Berserker, sounds nice don't you think, we can figure out names later." Pong said chuckling, Leo's face went pale "... Primus." Leo said looking at him.

"Yes, I thought it had a nice ring to it." Pong smiled "You're Darth Primus… my visions were about you, the dark army she saw was the Umbarans, the dead bodies here on Umbara." Leo gasped.

Pong turned to his padawan still smiling "Then you have foreseen it as well, the fall of the Republic, you see." Pong said, holding up his hands.

Leo looked down at him then at the dirt and did the strangest thing he could do in a situation like this, he smiled "Yessss." Pong said at the sight of the smile.

"Yes, you're right I do see, I see that you're afraid." Leo said looking up, Pong's smile evaporated "What?"

"All this time, ever since I was your apprentice I lived in fear of you and now I see it is you who's afraid" Leo said, pulling at the vines.

Pong's face was blank for only a moment before it turned into another scowl "Afraid… AFRAID! I fear nothing!"

"Except this new order you keep going on about?" Leo said cocking his head "How it will destroy the Jedi, the Republic and you looked for a way out like a coward, always sending me and the clones into battle while you hid behind talking about strategy- you've never had a goddamn strategy in this whole war." Leo yelled, pulling at the tethers around him.

Krell snarled at him "I see it now, you didn't turn to the dark side for power, you turned out of fear it consumed you, you really think Dooku will make you his apprentice, you're pathetic." Leo snapped.

"I'm warning you boy." Krell said, taking out Leo's own lightsaber, holding it just under Leo's chin "Or what, you'll kill me- there is no Death, there is only the force but not for you." Leo said looking into Krells sith eyes "There will be no Death for Krell, no peace or final rest instead… there will be only oblivion; your soul will be torn asunder in the void and every last memory of you will fade no one will remember or care about the man Pong Krell who betrayed the Republic, the Jedi Order and everything it stood for because he was a coward!"

Pong screamed ready to cut off Leo's head when he stopped at the last moment, both Jedi sensed they were no longer alone. Rex, Waxer and Fives were leading their men to their position "Don't do it." Leo gasped.

"Yes, you care for these clones well before you die you'll watch helplessly as I slaughter them." Pong said turning around and jumping into the trees.

"Commander, Commander Rock whereas are you?" Rex called out, the clones could be seen coming out of the shadows into the clearing "Rex, REX RUN!" Leo yelled, just as Rex saw him tied up to the tree.

"It's a trap!"

Pong Krell appeared from above striking at the heart of the clones, cutting them down now holding three lightsabers, his two green and blues with Leo's white one "NOOOO!" Leo cried out watching the clones were no match for the battle hardened besalisk.

Krell let out a maniacal laughter, it wasn't a fight it was sport to him, Krell deflected shots and cut clones in half with the lightsabers. Waxer and Jesse were able to get around him and ran up pulling at the fines "Waxer, run away he's too powerful."

"Not without you Commander, we ain't leaving out little brother behind." Waxer said trying to free him "It's tight as a bug?" Jesse said.

"Look out!" Leo yelled at them, Krell was storming up behind them he sheathed all his sabers and grabbed both clones throwing them into the thicket of trees "Watch as I kill your beloved clones with my bare hands." Pong declared and that's just what he did, Leo was helpless but to watch Pong break necks and backs of clones who tried to rush him. Rex was shooting from a tree line but Pong was too fast moving like the devil himself "Shoot him down, shoot him down, shoot him down." Rex said over and over again while Pong killed the clones to the sound of heavy rain and thunder above. Leo pulled and struggled on the vines trying to break free but he was too exhausted from his fight, too weak to tear free.

But he fought on, even as his bones ached and muscles tore he kept fighting to break free.

He needed more, more power to defeat Krell; he had to stop him to save the clones; he had to do whatever it took.

Reaching deep within himself Leo tried to summon the force but he had too much anger for Krell's betrayal, too much fear as he heard clones scream before their voices were silenced forever. Pong then made it even worse he held up all four of his besalisk arms and the clones watched in horror as force lightning burst from his fingertips striking the nearest clones all while Pong sadicatically laughed, the Jedi Pong Krell was no more.

Leo couldn't save them by holding onto his training he had to, had to…. let go.

Across the planet in the war torn city streets of the Umbaran capital, he and Commander Cody were locked in tight urban warfare with the Umbarans who were looking like they were ready to fight to the last man. Obi-Wan cut down another Umbaran when suddenly he felt it, he felt what only a master could feel in a student, the fear of failure.

"Leo…" Obi-Wan turned his gaze skyward toward the storm over the airfield.

The padawan pulled with all his might on the vines but Krell had bound them too tight, they started to cut into his robes and arms choke him turning his face blue he pulled so tight, he focused on the pain, only on the pain. Making him angrier, he used that fury, righteous fury he had to break free, he had to stop Krell, he had to put an end to it all.

Even far away, across the galaxy of stars and systems to great Coruscant, in the holy Jedi Temple Master Yoda was overseeing youngling training "Good, good, a flow through the force, a Jedi's strength…" Yoda cut himself off sensing a rippled in the force, a dark drop of ink contaminating a once pure pool "Master Yoda, are you alright?" A young padawan boy asked him.

In another part of the temple, Ahsoka was training with Barriss when she dropped her arms "Ahsoka what's wrong?"

The togruta reached up to her lekku "I… I'm not sure… pain, so much anger." she said, shaking her head.

Even in the depths of the under city Anakin had finished up with another spice when he walked out of a run down building wearing a robe, he stopped feeling the tremor. He looked up at the stars and could practically see Leo bound to the tree, he was on the edge now of a great blackened sea of darkness, Leo's spirit wavering between light and dark "Don't do it Leo…"

But on Umbara only Leo could hear the clones' screams, smell the burning flesh from force lighting on clones, Krell's sadistic cackle. On the nearest ridge, the Shadow Priestess Morgana watched painfully knowing what was about to happen. The storm had gathered around the killing field in the jungle when a bolt of lightning shot directly down on the tree Leo was on shattering it a brilliant explosion of red and white. Pong lost his concentration on the clones and turned to look to see Leo was gone.

And rising from the forest floor, was something else, no longer was a Jedi padawan standing before him, Leo's green eyes were gone now only the golden orbs of sith were glaring back at Krell, the skin around Leo's eyes had blacked with his veins turning dark.

Krell saw this and smiled seeing it was too late for Leo now "You see, your fall was inevitable." Leo answered him by kicking off the ground with lighting speed and grabbing Krell by the neck and slamming him into the nearest tree with a furious yell.

The Berserker had been unleashed.

Leo ripped out his lightsaber from Krell's belt, turning it on ready to end him, but Krell blocked just in time with his own lightsaber, and tossed him off.

"Yes, yes use your aggressive feelings." Krell said before Leo suddenly kicked him in the face knocking out a tooth.

Krell staggered back with Leo following after him screaming, Leo had gone primal all over again like on Geonosis, but instead of a hundred Geonosian warriors, it's as just one Pong Krell. With every strike and swing Leo put in he poured in every cruel memory he had about Pong, all the torturous training he underwent. All the abuse he'd suffered for Pong's cheap game being used and thrown away by a Master who never wanted him. The clones watched Leo drive Pong backwards "Commanders got him on the run, get ready to take him."

"NO, HE'S MINE!" Leo screamed at Rex using the force to knock the clones backwards off their feet.

Leo turned back to Krell who was gasping for air, Leo's counter attack had been relentless "It's not too late, join me Leo imagine what we could do together, we can destroy Count Dooku and claim the galaxy for ourselves."

The Berserker only snarled ath I'm walking forward "Look at you, look at you go this is power, the true power of the Sith it is why they will never be destroyed like the Jedi, the sith need no indoctrination no training from bitter old men all we need is the will to act." Krell preached but Leo wasn't listening, he only spun his lightsaber in his wrist and attacked Pong again. But Pong was waiting for him this time, the besalisk and human were like two beasts fighting over who would be the alpha, the ground around them cracked, the tree's bark broke. The force was starting to tear the very area around them apart, the storm above sent bolts of lightning down around them starting to set fire to the jungle. It spread quickly through fungus and trees black smoke mixing with the mist making the clones fall back.

But the two lightsaber wielding warriors kept fighting "The Jedi won't take you back now, it's too late for you, they won't just exile you from the order, kill me and they'll execute you." Pong snapped trying to get Leo to yield.

"The jedi don't care about you boy, the Republic doesn't care about you either, why fight for it?" Pong asked as another burning tree fell behind them sending sparks up in the air around them.

Leo finally stopped and stared for a moment "Because I'll always fight for it, even if I have to fight in the darkness."

"THEN DIE IN DARKNESS." Pong yelled, shooting out force lighting at Leo with his two free arms, he raised his lightsaber to block it but Pong rushed him and slashed Leo's double bladed lightsaber in half at the hinge splitting them into two separate blades. With nothing left to block the lightning, Leo was enveloped by the sith storm, it washed over him in terrible agony, his pain reaching all the way across the planet and stars to the other jedi.

Obi-Wan.

Master Yoda.

Anakin

Ahsoka.

They could all feel the pain and in that pain the desperation to survive, to fight growing inside Leo. The lighting burnt away his Jedi robes reaching all the way into his heart and soul, the red hair on Leo's brow and head were electrified too, losing all of their color turning ghostly white "To oblivion, you first Boy?" Leo was on his knees squeezing his lightsabers tight.

The pain was to much to focus, to stay calm instead he went deeper, all the pain, all the years of torment as Krell's padawan were hell compared to his true master. Obi-wan, his friendship with Anakin, the brother he never head. His love for Ahsoka that's what he focuses on not Krell, not the pain, the balance between rage and serenity; he slowly raised them getting to his feet Krell let more force lightening out at him "Still fighting good let your hate flow through you."

Now at the top of his lungs Leo sprang up off the ground right into the force storm and activated both lightsabers in his hands in a reverse grip to block the lightening with all his strength the lightning blasted out in every direction.

Leo took a step toward Krell "There is no emotion…" Leo gasped "there is peace."

"There is no ignorance, there is knowledge." Leo said again forcing his way toward Krell, the Beas Liam started to snicker "What, reciting the code as it that will save you."

Leo's robes were burnt up the sleeves and starting to fall off his back in cinders "There is no passion, hnnnn there is serenity."

"Hollow words boy, LIES USED TO CONTROL US" Krell thundered unleashing more force lighting on him.

Taking another step Leo focused on the only thing keeping him going, the one person he had to see again, only her "There is no chaos, aaaaar-there is harmony!" Leo yelled at Krell who backed away.

"Do you even here yourself, pathetic, weak willed fool- fall- FALL DAMN YOU!"

"There is no death…" Leo was pushed back before he planted his feet "THERE IS THE FORCE!" With a final charge he swing up the two lightsaber severing all four of Pong Krell's arms and drove the lightsabers right into his chest. All that came out of Pong's lips was a gasp before Leo tore out the lightsabers and let fall onto his knees with Leo kneeling exhausted in front of him the two of them still smoking.

He knelt there, the battle over and Leo the clear victor but somehow Pong was still clinging to life "That's it then…" Pong wheezed while Leo stood up, struggling to stand. The besalisk gazed toward him sighing in defeat"… Don't expect me to weep, or beg for forgiveness." Leo just glared down at him through the locks of his newly whitened hair, and yellow eyes "Even so… as a master I am- proud of you in a way- you've showed great conviction, strength… honor; all worthy qualities, a shame more Jedi aren't like us Leo."

The rain continued to pore, slowly starting to douse some smaller flames but the larger ones roared on even as Krell's own fire was going out "… so do it, do it while I still feel something." Pong said looking up at his former apprentice, "DO IT-" "AAAAAAAAAAHHHHH-" Leo swing his lightsaber at Pongs neck but stopped just short. Pongs face filled with terror before he turned off the lightsabers.

Pong tasked up at him as the clones came out of the fog blasters trained on him "General Krell you are herby relived of command and under arrest for the crimes of treason…" Leo said "No… no no no the Council they'll have me exiled and executed, you must kill me it has to be you apprentice it has to be-" the clones opened fire in a barrage of stun rings electrocuting him Krell letting out shouts of defiance before he went face down in the dirt.

"It's over…" Rex said as the clones gathered around Krell "C-commander?" Waxer asked looking at Leo, when he saw his reflection in the clones helmet his eyes, his hair Leo gritted his teeth at the horror, what the hell was going to do now taking a deep breath his eyes slowly returned to green.

Leo watched the clones drag Krell into the airfields main tower and down to the holding cells in the lowest depths of the base. Leo, Rex, Waxer, Tup and Fives were all waiting outside with the rest of the clones and looked at the two highest ranking officers "What now?" Waxer asked Rex.

But the captain looked to the commander still silent.

"Commander Rock?" Rex asked.

A million thoughts were running wild in Leo's head, what would he do now how could he explain everything that had happened. They were right they were always right he'd fallen to the dark side he'd been corrupted by his own anger forever scarred by it how. What would Anakin or Obi-Wan say, what would the council do to him how would Ahsoka react seeing him like this "Commander?" Rex asked teaching for him.

Leo grabbed Rex's hand and looked at him with the glowing yellow eyes under his white hair "…We contact General Kenobi, we… we tell him everything."

"That may be a problem, Krell the airbase's communications and has been feeding us misinformation General Kenobi and his men have long since captured the capital, but the surviving Umbarans are now on their way to attack the airbase." Tup said across from them.

The clones all shared similar looks of worry but masked it under their training "We can't fight off the Umbarans and hold Krell prisoner, what if he escapes or gets to the Separatists he has knowledge of every Republic code, movements and tactics the Separatists would have everything they need to wipe us out if a Jedi turned." Fives said.

"Something has to be done." Waxer said.

"We can't risk the possibility that he might escape As long as Krell's alive, he's a threat to every one of us." The clones all said

"He's to dangerous to be left alive." Tup added.

"We have to do it… we have to kill him." Waxer urged.

All eyes went to Leo and Rex, "Commander?" Rex asked.

Later Leo and the clones were standing in the brig where Krell had come too. Dogma had been tossed in a cell next to him, the former general stood even without his arms he had a force dampening collar around his fat neck starring daggers into the clones and Leo. "Apprentice, Captain come to gloat." Krell asked.

"Turn around and step toward the wall." Rex ordered followed by "On your knees."

"You're in a position of power now. How does it feel?" Krell asked him

Rex drew his blaster squeezing it tightly "I said, on your knees."

"It feels good, doesn't it?" Krell said back turned and kneeling.

"But I can sense your fear., you're shaking, aren't you?" Krell was right, Leo could sense Rex's fear he could feel him teetering on the brink of that dark abyss. He was looking into it and something was looking back waiting for the honorable captain to jump.

Krell giggled "What are you waiting for? The Umbarans are getting closer."

"I have to do this." Rex said his voice weak.

Krell laughed "What's wrong boy not man enough to kill me yourself so your letting these fake men do it for you?" Krell taunted at Leo.

"You can't do it, can you? Eventually, you'll have to do the right thing and-" Krell stopped half way through when he felt Rex's fear vanish. Leo had his hand on Rex's arm pushing his blaster down. Leo took it out of Rex's hand "No." Leo said to the clones.

The troopers looked at Leo speechless, "B-but Commander the Umbarans are on their way, he's to dangerous to be left alive." Waxer protested.

Leo glanced back at him "You want to keep him prisoner, after everything he's done- to you, to us our brothers?" Rex asked.

"You want him dead just as much as we do!?" Tup snapped.

"I do!" Leo shouted eyes shifting sith at them "But not like this-" Leo held up the lightsaber " But this isn't justice, not for you, not for me not for anyone he's hurt." He tossed the weapon away turning back to Krell "You… you want to take him prisoner?" Rex asked.

Nodding reverently "We take him back to coruscant, put him on trial for treason we show him that we don't have to fear him anymore and then-" he turned back to Rex "Then we execute him."

Krell who had been listening the whole time started to laugh "Still the weak, frightened boy I was forced to take as my padawan, look at him then clones look at what his mercy cost him his eyes, he's a sith just like me."

Leo looked at Krell then at Rex before he took a deep breath, looking at Rex he offered him his wrists to be handcuffed. Slowly Rex took out some handcuffs from his belt and held them over Rocks wrists "The thing is General Krell, we don't take orders from you anymore." Rex said putting the cuffs away and pressing door controls on Dogma'd cell letting him out and then the elevator controls so they left the dungeon behind.

"You're letting me go?" Dogma asked.

Rex faced him "You were following orders Dogma, we all thought Krell was like other Jedi but we had a real one when we needed them." Rex said over to Leo. The lift took them to the ground floor before Rex gave them a new command "Get communications back up and start fortifying our defenses for the umbarans, they aren't taking this base without a fight."

The clones walked off before he followed "Commander?" Rex asked stepping off but Leo shut the door on him letting the elevator rise up to the peak of the tower alone. Leo looked down at his broken lightsaber, the crystal was sticking out of one end, when he tried to turn on the severed in it only spat out sparks. Squeezing it tight till his knuckles went white. Leo trembled before he couldn't hold it anymore, he shit his eyes tight trying not to let the tears flow but they came, they forced their way out of his eyes fleeing down his cheeks warm and wet. What could he do, how could he defend the air base and keep Krell prisoner. Maybe he should have let Rex execute him- no, he should have been the one to kill him. Krell was a monster, he'd betrayed the Republic betrayed Leo, death was what he deserved— NO, this wasn't the way of the Jedi. But was he even a Jedi, he'd reached deep into the dark side now. Far deeper than he ever had before this wasn't the Berserker either. He'd chosen Leo, Leo was the one who wanted the power to stop Krell he'd be stripped of his command, exiled everything he'd gained since leaving Krell would be taken from him. No- no stop it, stop thinking like that he had to be patient and trust in his Master. But what if he couldn't, what if Obi-away wouldn't couldn't help him, how could he show his face to his teacher or Anakin, the way he fought Dooku and a entrees there was no Jedi sith abound fear more than Anakin, would he arrest him, attack him. Then what about her, and what about Ashoka she'd never look at him the same, she always talked about how she liked his red hair now it was this dead white. Rusty wouldn't ever feel the same, she'd never call him that again, would she still feel the same way he does about her.

Later, Rex was riding in the elevator to the top of the tower opening the door he walked in to see Leo standing in front of the tower window that Krell had shattered in his escape. Leo was holding his lightsaber trying to fix the device his hand trembled around the emitter and he'd cut himself multiple times. "Commander General Kenobi's battalions failed to rout the last hold-outs of Umbarans, we've secured all sectors except for this airfield." Rex reported happily and walked up behind him "How many?" Leo asked.

"At least fifty thousand Umbaran militia with three armored units, they'll be here within the hour, I've directed the men to fortify positions around the airfield we managed to contact General Kenobi's battalion air support is on the way but they won't make it in time." Rex said, walking up to him.

Leo was silent "Commander… if they retake this airfield they can launch counter offensives all across the planet, maybe even get Separatist reinforcements."

He still didn't say anything "Commander?"

Leo snapped back to the present, turning around "Get the men together Captain, I'll address them soon."

Rex saluted before he walked out of the tower, Leo looked at his lightsaber still broken, how could he fight without it, he could use the force but would that be enough. Looking over to his left sitting on one of the destroyed console tables was Krell's lightsabers, two double bladed weapons like his, walking over he picked both of them up and the second he touched them he could feel the darkness Krell had left on them. The years of the lightsabers used not only on clones, people, but him. Holding them he remembered the hours of 'training' Pong would inflict on him the intensity turned down just enough so it burnt but didn't break flesh. He squeezed the lightsaber tight before he tossed them away walking to the elevator waiting for the lift. Holding onto the lightsaber end that had the crystal sticking out he rode the elevator down to the bottom. By the time he reached the ground level and walked out Rex had assembled the remaining members of the 501st and 212th units under Waxer.

Walking out they were all standing in attention to him, the 501st on one side and the 212th on the other. He walked through them silently before he stood in the middle of both units, in the distance the sound of Umbaran tanks and militia forces marching toward them could be heard. All their brown eyes on him, Leo looked down at his broken lightsaber gulping. "There's a lot of things I could say to you." Leo said, raising his voice to draw their attention away from the incoming Umbarans.

"I could say things about duty or honor, but you already know everything you need to about duty and honor." Leo said.

"I could say something about our loyalty to the Republic, but that wouldn't do it justice after what we face tonight." He said as he looked around at the clones "Right now, all that matters is that we hold this airbase." Leo could hear the umbarans were almost to the perimeter, reaching deep inside him he focused on the thing Krell had suppressed for years, the battle meditation a last resort. He focused on the men's fear but there was none, there was no doubt in their minds about what came next the only doubt and fear was in him.

Taking one breath Leo faced the clones "This is the Shadow People's last hope, without this air base they will lose their world so they won't hold anything back to take it from us." Leo said, squeezing his lightsaber, his voice rising, "Fight for the Republic, fight for your fallen brothers, fight for the men beside you, for yourself it doesn't matter as long as WE FIGHT!" All the clones stood at attention before he felt something warm in his hand, looking down the lightsaber had turned on activating it's white blade, still alive.

Rex stepped forward "To your positions." Rex ordered for Leo, the clones all ran to the outer perimeter of the base, E-web turrets were set up behind metal crates and barricades lining the base. Clones had set up dozens crow nests on the top of hangers and Leo walked out to the main battery set up at the entrance to the airbase in the distance the trees were shifting left and right from the tanks carving a path toward them Leo looked out at the woods and could feel the storm of emotions from the Umbarans.

Fear.

Anger.

Desperation.

Bloodlust.

Hope.

That was the absolute worst one of all, the Umbarans were holding onto that one with everything left, it wasn't much but it was stronger then all the others. They were chasing after it without any thought of themselves, they'd lost everything: their home, their people, this was hope at its purest form. He'd have to break it, the tree line lit up with a barrage of green Umbaran militia laser fire followed by a barrage of artillery flying out over the trees and ear shattering battle cries from Umbaran Militia charging right at them "Open fire!" Rex ordered.

Leo started to deflect the incoming blaster fire, trying to focus on the emotions of his men and the enemies he's using as his battle meditation. "Commander Rock we've got incoming on the west side." Leo looked over to the 212th holding the line at a second battlefront opening.

"They're coming in from the east too." Fives yelled into the comlinks.

Leo could see the centipede-like tanks tearing around them as the clones under Fives loosed rockets, Leo looked behind to see the south side was under attack too "We're surrounded." Leo said getting distracted before a lucky shot hit Leo right in the shoulder knocking him to the ground.

Rex turned "Commanders down."

Leo fought to get up "No- I'm fine, how long till General Kenobi's forces arrive?"

"No word yet Commander." Rex said as he helped him to his feet, Leo looked at the main forces of the Umbaran militia advancing on them out of the trees. The clones opened fire on them but soon the Umbarans charged the batteries, getting mowed down their numbers taking the brunt.

"Do we fall back?" Rex asked.

He looked back at Rex "We can't, we hold the line." Leo said.

Getting back on the front line Leo deflected the incoming fire looking at the Umbarans starting to pile up around them. Suddenly he heard clones shouting and looked to Fives's position to see the centipede tanks tearing into him "Go, I'll hold the line." Rex told him. Leo broke off toward the other battlefront running at the tanks before he jumped on top of one of them driving his lightsaber into the head and cutting it across the back of the tank taking out the drivers before he jumped to another one and sliced off three legs at once but it was still up. Leo grabbed it with the force and the metal groaned digging its legs into the ground, focusing on everything he had left he lifted the tank up without Obi-Wan. Leo lifted the tank off the ground and the Umbaran forces behind it stopped in shock seeing their tank lifted up before he threw it into another tank.

"They've broken through the westside, falling back." Waxer said Leo looked over before he sprinted across the airfield seeing Waxer fall back jumping over them Leo saw the Umbaran forces dead ahead holding up his saber he deflected incoming shots before he crashed into the Militia forces going into a melee. The umbarans shouting and cursing at the jedi deflected incoming shots, severing limbs and killing any Umbaran near him.

One of the Umbarans jumped on top of him before Leo threw him off driving his lightsaber into the militant. Yelling he cut off two Umbaran soldiers heads at once before he stopped feeling the Berserker fighting to break free, no, no, no, he wouldn't let it out he'd do this as Leo, as a Jedi.

"Fall back, fall back!" Rex shouted at the northern front, the north and south battlefront had broken and the Umbarans were winning, they'd soon overwhelm them. Leo used the force to blast the Umbarans around him away before he ran back to the main tower regrouping with the clones "Rally on me!" Leo shouted. The Umbaran forces surrounded the clones as they hid behind cover around the main tower using crates and sand bags "I don't think we can make it out of this Commander." Rex said next to Leo.

He shook his head "We can't let the Umbarans get Krell off world, he's too dangerous to-" "Commander Leo, Captain Rex do you copy- do you copy be advised bombers are heading your way danger close." Commander Cody's voice came over their comlinks, looking over their defenses the clones and Leo saw Republic bombers. They watched the bombers fly over the Umbaran Militia unleashing their payload on the Militia. The airfield lit up in an explosion of bombs and flying Umbaran bodies.

"Cover." Leo shouted as they all clung to the batteries, dust and fire blowing over them, the earth shaking for what felt like forever then, silence.

Looking over, they saw the Umbaran forces retreating into the woods, fleeing in defeat, it was over they'd taken Umbara. The clones all cheered in celebration as Leo actually smiled before he looked up to see a Republic Cruiser heading toward them. "Captain has the wounded ready to receive medical treatment." Leo ordered before he walked off back into the elevator. Rex watched him go seeing he needed a moment.

Soon after Rex had finished Leo's orders, he walked into the tower to see him standing alone. Leo didn't say anything even as he sighed in relief inside he'd retreated inward, closing himself off from his own guilt. Rex stood behind him before he asked "May I join you sir?"

Barely glancing at him, Leo nodded and Rex stood beside him looking over the mix of dark blue, velvet crimson and shadow of Umbara

"Cody's told me you don't talk much with the troopers, do you?"

"It's easier when you don't know the troopers after they…" he cut himself off

Silence returned after that, a long pause before Rex went on "I won't pretend to know how you feel. I've lost brothers I cared about, but… never anything like you're going through sir." Rex said but Leo didn't respond so Rex kept talking "General Skywalker told me you used to be under Krell's command like Ashoka, a padawan."

"… My earliest memories were of Krell's cruelty, even when I was a young king I was afraid of him, he trained me to be the perfect soldier for him. A Jedi who felt nothing, not fear, not pain.. nothing but a soldier's duty." Leo looked over at Rex "Soldiers, we protect the lives of people everywhere whatever the cost." Leo said

Rex took a moment to try and understand him "You say that like us and the rest of the galaxy are two different things; we aren't machines, we're just people."

Leo still didn't say anything; he just looked out at the distance and saw a Republic cruiser coming over the horizon to determine Leo's fate. "Learning to care for people is new to me Cap-… Rex, when i was his padawan Krell made me feel nothing to survive but that's changed, General Skywalker, Ahsoka, Master Kenobi they made me feel again and it scares me sometimes what I might have to do so don't ever have to go back to that person I was before." Leo turned to Rex.

"The jedi code forbids attachments like that, they forbid me using the dark side like I did to stop Krell and for that, Captain Rex I have an important order for you." Leo said.

Rex faced him "Anything Commander."

Leo held up his wrists "I'm ordering you to place me under arrest."