The following two months were far more difficult than rex could anticipate. They lost so many men that they were getting shinies straight from Kamino, barely old enough to be there. He'd seen so many of his men, his brothers, die. The quality of his sleep, and even his free time, had deteriorated. When he was planetside he drank to keep the thoughts and visions away, and at night, when he did sleep, he woke screaming at times, soaked in his own sweat. He wasn't alone. Jesse and Fives often did the same, his bunkmates, his brothers.

Kix had it worse. He and the other medics were overwhelmed, losing men they usually wouldn't to a cruel game of chance. He was a good man, of course he blamed himself, regardless of Rex's countless reassurances.

Things were going downhill, along with their morale. The shinies were young, the padawan were younger, and the casualties went up. Even the food had fallen to ration bars more often than not.

When the Battle of Sullust hit and the Resolute was destroyed, Rex was certain the face of the 501st would change. They'd lost over a hundred men, hundreds more wounded. It was a small number when considering the number of men onboard, but far larger when you took into account the shrinking 501st.

A medical frigate met the vigilance star destroyer just within republic boundaries. The vigilance was carrying a large amount of the survivors of the resolute and all of the wounded.

Rex learned in their debrief meeting that the frigate had every doctor and medic from Kamino onboard- the only remaining medical personnel that wasn't in the field on active duty. It was far too many wounded for the team of twenty, but Anakin and Obi Wan were impressed with the efficiency of the team, Anakin awarding Kix with a week of leave once they'd returned to Coruscant.

Anakin looked to Rex, "You spent a lot of time in Kamino's medical facility. Anyone you think could handle the 501st?"

Rex's mind whirred, and he had to take a breath. He'd be putting her in danger if he brought her into the field, but he had to be honest. "I really only worked with Kix and with Doctor Kaleera."

Anakin nodded, "how was she?"

"She's the Chief Officer, she's incredible. Fast, kind, tough." She thought of her screaming at the holo. A little short tempered. But he'd hold that one.

"I'll talk to her once things quiet down on the frigate. The 501st has quite a reputation, maybe she'll join us. Hopefully no one else has nabbed her up."

"Are other divisions having heavy casualties as well, Sir?" Cody asked.

Obi Wan nodded, "we're running low on everyone. Medics, mechanics, doctors, clones. Even Jedi."

Rex nodded. He'd know that was why Anakin had been forced to take Ahsoka. Why she was a commander at such a young age.

Rex didn't see General Skywalker again until the final dinner before they'd be returning to Coruscant.

"Gentlemen." He'd called to the men, all seated in the mess. Torrent company looked up, and Kaleera was standing before then in uniform. A form fitting dark green jumpsuit with her medics badge beside the commander sigil on her shoulder. "I'd like to introduce you to doctor Kaleera. She's to be the head medic for the 501st. With her, we gain an additional dozen medics. With her leadership, our medics will be more efficient, helping to take some of the load from Kix and his team, and saving more lives. On that note, more medics means more medics in the field. While all your lives are valuable, please take into account that if the healer in your company is wounded, the company is at risk, so please keep that in mind. Thank you."

The men clapped for Kaleera and the dozen medics behind her. Some were clones, others were not, including a twi'lek woman.

Rex's face heat up, and his stomach fluttered. If the healer in your company is wounded. Rex's mind flashed to Kaleera, bleeding on the ground, her eyes frozen in death. She'd be with Anakin, of that he was certain, and with Anakin went Rex. How would he focus? He'd be looking for her, worrying about her, like he was now, watching her walk down the main aisle to greet a few men. The Twi'lek woman behind her sat beside Sargent Appo, his hand clapping her shoulder in greeting. These healers knew these men, it would be wonderful for morale. He swallowed. Everyone else's morale. Why did he mention her to Anakin? He could have simply named Kix and left her out of the 501st. But this wasn't about him, it was about keeping his men alive, and Kaleera had a team attached to her. It was the best chance the 501st had. But Rex would be paying the price.

Kaleera walked down the center aisle, Kix in tow. Her brow's were knit, her head titled to better hear whatever it was Kix was rattling off to her. Without a word to anyone, Kaleera left the mess and returned to the Med Bay.

Rex, on the contrary, spent a majority of his evening in the mess. After dinner he'd returned to his bunk. When sleep, predictably, evaded him, he returned to the mess, nursing a cup of decaf and reading his datapad, catching up on the statistics of other battles as well as the damage done during their own. It was silent; one other clone sat in the far corner, leaned against the wall with his hat over his face, most likely sleeping.

"Hey, Captain." He spun around, and Kaleera was standing in the doorway, her hands on her hips.

"Kaleera," he breathed, his hand on his chest. "You scared me."

She smirked, sitting across from him at the table. "Sorry." she laughed quietly. She had deep circles around her eyes, her skin pale.

"Why aren't you asleep?" She asked, her dark hair up in a messy ponytail.

Rex shrugged, "I just can't sleep, that's all."

She closed her eyes, sighing. "I was worried about you, I didn't see you when I boarded earlier or in the mess, I thought maybe something had happened to you in the battle."

He looked up at her and blinked, surprised. "I saw you in the mess," he said after a moment, "but you and Kix looked busy so I figured I'd catch you another time."

She smiled. "Well be in Coruscant tomorrow. Are you getting leave?"

Rex shrugged. "The weekend, then it's back to the ship."

"Have any plans? I'd love to catch up."

He stared. Did he fall asleep? Was this some sort of dream?

"I usually just go to 79s with a few of my men-" he explained. "You're welcome to join us, or we could do something else-"

"I'd be happy to join you," She smiled again, "It'll give me a chance to get better acquainted with some of the men."

Rex smiled a little, before the vision of her bleeding, screams in his ears distracted him, and he shook his head. Stop.

"Are you alright?"

He nodded, "Tired. Its been a tough month." It wasn't a lie.

"Why don't you come over to the medic lounge, maybe you can catch a nap on the couch like last time, hmm?"

He'd never slept like he had that night. "Ok."

He followed her down the hall, her small form seemed so fragile. Why would he suggest her? Why did he have to drag her into danger? She wasn't trained for this, and he wasn't sure he could protect her.

She pushed open the door and turned on the holo, the hum familiar, and his shoulders fell.

"Come," she said and pulled the same blanket from behind the sofa.

"This is yours?" He realized.

"Yes,"

She looked at him sadly. "It's my master's when I was young."

"Master?"

He lie down, pulling the blanket up around him. She sat beside him, her eyes far off.

"Yes. My parents sold me when I was very young, and I became part of an outlaw gang in the outer rim. They gave me to the leader's wife, Neehla, and she taught me medicine. When they died in a fire fight, I came to Coruscant to learn real medicine."

She looked to Rex, "but that was a long time ago."

He looked away, and she rested her hand on his knee, watching the holo. "I sleep here often. My own room is too dark, too quiet."

He looked to her. "You and I have the same problem."

She smiled, "you're always welcome up here, Rex."

He woke the following morning, looking up at the unforgiving fluorescent lights. His neck was sore, which he'd grown used to, sleeping on the ground as often as he did. He looked down, Kaleera was asleep, her head rested on his hip. A pang of guilt made him frown. He should have been considerate and let her sleep comfortably. She shifted and he watched her, taking the opportunity to drink in her presence. Her hair was over her face, and rex reached out to brush it away. Her hair was so soft, far smoother than he'd anticipated. He brushed it gently behind her ear, his fingers lingering. He wanted to pretend that this was their house and that they were alone, living peacefully on some far off country, untouched by the war. He thought of Cut Lawquane, and he sighed.

"Kaleera!"

She leapt from his lap, nearly falling to the floor. A medic was in the doorframe.

"Kaleera, it's Blair, his heart rate's fallen and his blood pressure is-"

She turned to Rex, "Come get me at 18:00, ok?"

Rex nodded, his heart still pounding, and she was gone.

Rex walked up to the medical bay, and Kaleera was at the medic station, writing something in her data pad. She looked up and Rex leaned against the counter. His hands were clammy, his stomach in knots. He knew they were just going to 79s, but it felt like so much more. They were going out, as people, for enjoyment. It felt strange… he didn't want to screw it up, to screw up their potential to be real life friends.

"Hey!" She said, standing. "Give me just a sec to change."

He nodded, and she talked to one of the other medics before walking down the hall to the medics quarters. She emerged wearing a form fitting pair of black pants and a light green shirt that hugged her waist. Rex blushed. She had her hair nice and was wearing a bit of makeup… he'd never seen her like that.

"Ready?"

He nodded, leading her down to the speeders. Only Rex and Cody were permitted to use them while planetside.

"Have you been on one?" He asked.

She shook her head, a glimmer in her eyes. He got on, starting the speeder. She climbed on behind him, her arms wrapping around his chest. He stiffened, forcing himself not to flinch. The strength of her embrace warmed him, and he accelerated. She gasped, her fingers grasping the fabric of his shirt, pulling herself closer against his back. He did his best to ignore her and focus on not crashing, but the pressure of her grasp was holding at the forefront of his mind. They sped past pedestrians, stopped speeder and ships. It was dark already, and the glowing lights of the strip lit up the road. He pulled up alongside 79s, securing the speeder to the rung. She got off, laughing. "That was fun."

He smiled, "come on."

She followed him in, and before rex even had time to take in the room, Jesse was waving his arms at one of the nearby booths. "Guys! Over here!" He yodeled and Kaleera snorted.

Rex sighed, "they're excited you're joining us."

She walked out ahead of him, greeting them. Kix, Jesse, Fives, and Echo were seated, greeting them with cheers.

Rex sat beside Cody and Kaleera beside fives. The music was loud, the bass blaring through the bar and over their table of drinks. Kix pushed one toward Kaleera, and Cody toward rex.

"You know me too well," she smiled at Kix, sipping her drink.

"Guys, this is Kaleera, Kaleera, Fives, Echo, Jesse, Kix and of course, Cody."

She nodded at the group, and they chorused their hellos and welcomes.

Fives leaned over to say something to her and she laughed, responding. Cody nudged him.

"I'm glad you came. I think a night out will do you good."

"Me too." Rex said quietly, watching fives and Kaleera chat in his peripheral vision. Kix and Jesse were in their own little world, nursing drinks and watching the room while they murmured to each other.

"Do they have food here?" Kaleera shouted to the group.

Kix nodded, "yeah, I'll grab you some, you want another drink too?"

She nodded and got up to let him out.

"Thank you!"

He nodded and returned with a few trays of appetizers.

Their booth was close to the dance floor, therefore close to the bar, and got a view of everything going on. There were always men and women of every species trying to seduce the men into getting them drinks or to leave with them. The clones, were of course, advised against this. They were forbidden from having relationships of any kind outside of the GAR. They were distracting and dangerous- a clone getting someone pregnant would be expensive for the Republic. Rex nearly rolled his eyes at the thought. It was a rule that was generally followed; he'd never seen or heard of anyone in the 501st leaving 79s with someone, and Cody had never mentioned anyone, either. They stuck to watching. There were always a few clones that got completely drunk and hung all over the scantily clad women. Rex wanted to say that he was unaffected by those sights, but he'd be a droid if he were, and he knew the others felt the same way, eyes lingering a bit too long on a clone making out with a twi'lek in a very short dress at the bar.

As the night went on and drinks and snacks disappeared, the men loosened up. They told humiliating stories and poked fun at one another, Kaleera laughing and smiling. SHe and Fives chat and smiled, and Rex couldn't look away. She was here with him, why would she-

He stopped himself, shaking his head. She wasn't his date, they weren't here together. It was good she was bonding with the men, especially Fives. He was an ARC trooper, a popular one that carried the opinions of many of the men in the 501st. If he liked her, he'd get the others to as well, making her job easier and his men healthier and happier.

He frowned.

A song came on that had Kaleera on her feet.

"Come on, one of you has to dance with me." She said, her hand on her hip. The all stared at her, eyes wide.

"Guys it's a dance not your hand in marriage."

Rex looked down at that. His palms were sweating, his arms shaking. She'd know in a heartbeat.

"Come on, Fives." She said, pulling him off the booth. He reddened, following her out onto the floor with the few other clones with dancing partners. She was talking and laughing with him, trying to get him to loosen up.

He looked exactly how rex feared he would if he had volunteered. Echo laughed, watching, and she pulled him up, too. Echo did better, his drinks taking over and letting him lose.

Fives looked self consciously back at them, and Kaleera took his hands, forcing him to dance. She was doing a lot of talking, and he was doing a lot of nervous nodding. She got him moving and smiling, joining Echo.

But Rex didn't care about whether or not fives was enjoying himself. He was distracted by her. She was moving her body, revealing curves and featured he hadn't been able to notice before. He'd never allowed himself to stare quite as hard as he was now, knowing she wouldn't notice. Her hair fell in tumbles, bouncing and flowing over her shoulders as she danced, the light catching the highlights of her hair. He wanted to go out there, grab her hips and rest his head against her neck, saying all types of things that would make her swoon, just like in the movies he's seen on his holo. He looked away, and Cody was watching him, a glint in his eye.

Rex cleared his throat, downing his drink. This was going to be a rough night. Kix was swirling his glass, deep in thought.

"What's wrong." Rex asked.

"She doesn't know what she's getting into, on the field, that is. I'm worried about her."

Rex nodded, "I was worried about that, too." He thought of what she'd told him about her past. "But she told me some things, about her life… I wouldn't worry."

Kix searched his face, and Kaleera and Fives returned to the table, Echo walking toward the bar.

Fives slid in, his cheeks glowing, and Kaleera followed.

"Was that not fun?"

Fives shrugged, "I guess it was." She nudged his shoulder playfully, and Rex watched her, her smile growing. As she sipped her drink, a clone wandered over from the bar. He put his hand on the table in front of her, blocking Rex's view.

"I saw you dancing out there, how about a dance with me?"

She smirked and shook her head. "No thanks."

He frowned, grasping her shoulder. "Why not?"

"She said no, dipshit." Jesse spat.

He smirked, "oh, you wanna show me who's boss, tough guy?"

Kix stood, and Cody put out his hand.

"Get lost, that's an order."

Realization dawned on him at the scar.

"Yes sir. Sorry sir." He left far faster than he'd arrived, and Kaleera looked to the table. "Thanks, guys."

Cody bobbed his head with a small smile, and another song came on, one that Rex loved.

"Cap, this is your song, you should go dance with her." Fives suggested, a knowing glint in his eye. What the men didn't know was that Cody and rex both had formal dance training. Classical, slow dances in the event of some diplomatic party, but still dancing.

He shook his head. "I-I-I couldn't, I've had a lot to drink." He pressed.

"Go on you grouchy old man." Jesse added, shoving him.

Cody rose an eyebrow, and slid from the booth for him, a warning in his gaze.

Rex shot him one that he felt said 'I know, relax.' and wiped his sweaty palms on his pants.

"I don't bite you know." She laughed, offering him her hand. He took it, hoping the slow dances would help him get through a faster one. He swallowed, and she took his other hand, the music slow enough for him to try to get himself together. Cody was talking to the men, looking amused. He frowned.

"If you're miserable we can go back." She said kindly. "I was joking, I don't want you to feel uncomfortable."

He shook his head, taking her hand and spinning her. He pulled her back toward him, his arm around her waist. He simply sped up the classical and removed some of the stuffier parts in his mind, and it seemed to be working, because she was smiling. He knew this song well enough to maneuver it a bit. He pulled her tight against his chest before pushing her back out, his hand never leaving her waist. The warmth of her breath on his neck when he pulled her close made Rex shiver, but she didn't seem to notice. The feeling of her skin beneath her flowy blouse, moving and swaying beneath his hands made him feel even more intoxicated, leaning into her. He didn't know another person could feel this good.

He wanted more.

The song ended and Kaleera pulled away, forcing him back to reality leaving him feeling cold. It felt as if she'd taken something else with her as well, but Rex wasn't sure what, but there was an emptiness.

Rex twirled her once more, soliciting cheers from the table.

"Damn Rex, when did you learn that?" Jesse asked.

"Cody and I learned together."

They all looked at Cody. "Is that true, Commander?"

Cody nodded, bored. "For diplomatic reasons," he said, staring at Rex.

Rex sighed. He would have to talk to him.

She talked and laughed with the men, even telling a few stories about Rex and Kix, but Rex wasn't listening. His mind was still on the dancefloor, his hands on her hips, her arms around him, touching him. He finished his drink. What was wrong with him? It was the drinks he told himself, it had to be. He looked up at her, watching her smile, her lips on her glass.

Stop.

He closed his eyes. He wanted to go home. He had to.

A familiar ponytail came around the corner, and Rex stiffened. He'd almost forgotten about the zabrak boyfriend-hookup-jedi, whatever he was. He was still around?

"Kaleera." The deep voice commanded. His facial tattoos made him look far angrier, his yellow eyes piercing.

"Rin." She returned monotonously.

He bit his lip, trying to think of what to say in front of a half dozen clones. "What are you doing here?" He asked, unable to completely hide the anger from his tone.

"I could ask you the same?"

"I was worried about you." He grit out, hands gripping the table. "I hear you're finally on Coruscant, where we could finally spend some time together… and you're out with clones?" She stared at him, unblinking. Rex could feel her shaking with rage.

"Are you stalking me, Rin?"

The men looked up at him.

He stood, his nostrils flared "Can we discuss this outside?"

"No." She spat, and Rex rolled his eyes. This would get ugly.

Rin swore in zabraki. "Outside. Now."

She threw her drink in his face, and he lunged, but Jesse and Fives caught him.

"She said no." He stared at fives, unblinking. But Fives didn't stand down, the same height as the zabrak.

He swore, kicking the table and storming from 79s. She stared after him, her mouth in an angry line. Rex followed her, and frowned when he realized Fives was behind him. Out on the street, Rin was screaming at her. She threw the glass at his face, it shattering over his forearm. He'd barely blocked it.

"You'd rather spend your time with clones than with me?"

"Absolutely! They're fun, nice, generally good people! I'd rather amputate both of my arms than spend another moment with you! I told you that we're finished, so get the fuck out of my life!" He spotted Rex and frowned, turning and stalking from the front of the club.

"Kaleera," Rex murmured, and she shook her head.

"Can we go home?"

Rex almost smiled. He'd love to.

"Yeah, come on," he said.

"Rex maybe I should bring her home." Fives said, looking at her and then back to Rex.

Rex was intoxicated, that was for sure, but was Fives any better?

"I had one drink. Two hours ago."

Rex frowned. That was far better. He nodded, defeated, and Kaleera leaned in so he could hear her over the din of the club.

"Thanks for a good night. Get home safe."

He nodded, and she followed Fives to the speeder, climbing on behind him and wrapping her arms around his chest.

Rex grunted, sitting on the sidewalk. He wanted to go to bed.

Thanks for reading! Please review