A/N: slight age difference with Ahsoka from the canon, in this she is 16, and Rex is 10 (20 for a clone) just so the age gap is a bit smaller. All characters in this belong to Lucas film.

BANG. BANG. BANG.

Rex could see the canons go off. His men were down there. Practically 200 of them. Gone. Rex looked at the scene with wide eyes.

"Kriff." He heard his General mumble. "Rex, I'm sorry, but there's nothing we can do for them. We've gotta reach the rendezvous with the rest of the troops!"

Rex gave a weak solute and followed his General to the gun-ships. 'The shinies.. there must have been at least 75 of them. Killed their first or second battle..'

He boarded the ship with what was left of the unit. The clone captain was grateful to gave his helmet on, he definitely didn't want his troops or General to see him right now.

Soon enough, they arrived at the resolute, where General Kenobi was waiting for him.

"Anakin, you lost a large number of troopers today. We need to discuss this in private." He said.

Anakin nodded. "Sorry, Rex, do you think you can handle the reports on your own?"

"Of course, General." Came Rex's short reply.

Rex walked away from his men with his head high and his bucket still on his head. He stayed in that tight position until he reached a hallway across the Resolute where it was rare for anyone to show up. When the captain was out of sight, his shoulders slumped. He took off his helmet clenched it tightly before throwing it down the hall. Rex's breathing was heave and quick as he looked around the dark hallway.

The clone slide down against the durasteel wall, face in his hands. A chocked sob escaped him, and several more followed before he broke down. A few tears escaped his eyes before he gave up trying to hold them back.


Ahsoka sat in her quarters on the Resolute, deep in meditation. She soon felt a force presence. She recognized bits of it belonging to Rex.. but it was different. She focused on the presence, finding it to be sad, scared. It reminded her of that of a young child. She zeroed in on the location of the presence, finding it to be in a storage hallway.

Opening her eyes, the young Togruta got up from her position, making her way across the resolute. She walked into the hall on rather opposite end as Rex had, and soon saw a figure sitting against the wall. She looked down at Rex's helmet and picked it up softly so as not to attract his attention yet. She walked over to the clone and sat down beside him.

"Rex?" She asked.

Rex flinched. He looked over at his commander and instinctively reached down for his helmet, which Ahsoka had put beside he out of his reach. Rex wiped one of the sides of his face, quickly looking over to his commander. Rex put his head in his hands and his back and shoulders shook. Ahsoka put her hand on his back and stroked up and down. Rex let out a whimper at Ahsoka's touch. He didn't want his commander to see him so vulnerable.

"Rex, I want you to look at me." Ahsoka started.

Rex hesitated, but did as he was told.

"None of this was your fault. There was nothing you could do for them, and you save so many lives other days." Ahsoka said as she wiped one of the tears from his eyes.

"Commander.. I should not be here, I don't deserve to be here. I-it's a sign of weakness in clones to cry. I'm defective." Rex stated.

"No Rex, that's what the Kaminoens drilled into your head. You are not defective."

"I don't deserve to be Captain. I'll be called back for reconditioning and demoted if the Kaminoens catch word of this." Rex stated.

Rex's words gave Ahsoka a newfound hate for the Kaminoens. She pulled Rex closer for a hug and spoke quietly to him.

"Over my dead body. No one is taking you anywhere, Rex. You're the most deserving to be captain in the whole army." She Replied.

Ahsoka pulled out of the hug and looked at Rex. His eyes were still full of fear. Sometimes Ahsoka forgot how young the clones were. Sure, they looked like men, but they were all technically children; and it definitely showed in moments like this. Child-like fear in the clones who were mostly less then eleven.

"Hey, Rexter?" Asked Ahsoka.

Ahsoka looked at him.

"The Kaminoens can't hurt you here," 'what's that word they use?!' "Vod'aki" she quickly added, mispronouncing the Mando'a word.

Rex looked at her for a moment and she wondered if she should have said that. Her worries however here quickly put to rest as her clone captain pulled her into another hug.

"Lama Su would be-"

"Forget that sleemo." Replied Ahsoka.

Rex smiled weakly, ending the embrace.

"Don't waste sleep over a clone, commander. I can be replaced."

"Nope, you can't. There's only one of you, Rex. You share a face. Not a force presence."

Rex was touched by his commander's words. He shouldn't care about Lama Su. Ahsoka learned their names, could pick any of them out of a lineup, as could Generals Skywalker and Kenobi, and last he heard General Plo was arguing about adoption formed for the clones. But As long as he had Ahsoka here, he would be fine.

"Thank you, commander." He whispered.

They stayed like that a long time.

A/N: so... Rex is my favourite. The clones are adorable and deserve all the hugs. But you could probably guess that. Kriffing Lama Su. I would love to make a story about Ahsoka's lightsaber having a talk was Lama Su's throat, but that'll have to wait for another time ;)