The wind howled between the buildings of zootopia, the streets were quiet and empty, barely any lights were on in buildings as the snow storm hit zootopia hard. Swiftly and silently a squad of clones in winter gear ran between buildings eventually reaching a building with the garage door open, going inside they found themselves surrounded by other clones huddled by a fire.

"Captain Rex all the squads holding well?" Brian asked as he handed a civilian soldier a blanket

"Yes sir all squads holding and reporting no enemy activity, seems the empire doesn't like the cold." Rex joked half halfheartedly as he took his helmet off.

"Well the empire doesn't like a lot of things apparently." Brian said as he chuckled he walked with captain Rex outside and looked at the snow. "You know years ago this much snow i would have loved, makes me miss my youth."

"You and me both sir."

"Man this snow is killing me." echo said coming up behind the 2 with his helmet off.

"Yea well it's better than the heat, plus it looks really cool." Rex said

"Yes, yes it does. Now listen up Echo i want you to take an ARC squad and recon outside the shield. Be back before 18:00hrs cause when it gets dark it gets a lot colder."

"Yes sir. Anything we should be looking for in particular?"

"We have had no enemy contact in over a week i want to make sure they aren't going to suddenly attack us."

"Understood sir." echo said putting his helmet on and going to his ARC squad and then they disappeared into the snow storm

"Sir are you sure its wise for them to go out in this? Our scanners have been jammed by the storm." Rex said looking concerned

"Yes i do Rex, we need to know what the empire is planning and if its something worse than i fear we could all be in grave danger."

"Understood sir. Anything i can do?"

"Have all units on standby, mortars and artillery at the ready."

"Yes sir." Rex said walking back inside to the troopers and the fire. Brian stayed where he was at and looked into the storm, the wind howling and twirling the snow. Brian knew something wasn't right but he couldn't put his finger on it yet.

Echo and the ARC's used the thermals on their helmets to see through the storm, even though the storm had frozen everything the tree's still gave off a slight glow along with every living being. As they continued they saw 5 red and yellow walking heat signatures. Echo new what they were and so did the other clones, they got closer and prepared to fire when the stormtroopers walked right passed them as if not noticing them at all. Echo realized the snow storm was camouflaging them from the storm troopers and signaled that to the other clones.

After Signaling that they continued until they found themselves on a ridge overlooking the base camp for the imperials.

"There are a lot of heat sigs down there sir, way too many to count."

"I'm thinking they are setting up for a attack sir."

"Im betting your right. Let's get back and inform the general."

"Sir shouldn't someone stay just in case if they start to leave?"

"Are you volunteering trooper?"

"Yes sir."

"Fine you, jex and hard luck stay here. Make yourselves a shelter but if and when this storm lets up you will be noticed so be ready to high tail it back."

"Understood sir." the 3 said in unison. Echo and the others then made there way back to Brian and reported what they saw

"A large force? How large?"

"Im guessing 3,000 strong sir, plus fighter and bombers as well." echo said. Brian walked over to the holo map.

"Show me where."

Echo then pointed out a small ravine out on the map.

"They set up camp there sir about 5 klicks northwest of us." as echo said this brian looked at it intensely.

"Have the outer troops on alert, as soon as this storm clears they will attack i know it."

"Sir how could you know that?"

"These tactics i have seen before, Back in the Clone war an Admiral who served under my master used these same tactics on hoth, the battle was a complete success with barely any casualties. It seems things are going full circle." brian said as he looked out of the window into the snow storm towards the troops that gathered.

-on the imperial flagship-

Grand admiral tuck stood at the holo desk over viewing his plan, he had to dust this one off because it hadn't been used since the clone war. As he overlooked the last known positions of the rebels he thought they looked familiar. Suddenly the door opened and a young captain walked in.

"Sir grand admiral thrawn has been trying to contact you."

"I am occupied." tuck said without looking up

"He says its very urgent." tuck rolled his eyes and then opened up the comm channel to find grand admiral thrawn waiting.

"You requested for me?"

"No i ordered for you tuck. We may share the same rank but i still am in command of the entire Imperial Armada which means i command you. And you should have answered my communications."

"I have been occupied planning on how to beat these rebels sir."

"Whatever plans you have scrap them." thrawn said as he showed up a image of the 123rd jedi cruiser

"Do you recognize this cruiser?"

"It's a jedi cruiser sir, just the standard one i believe, why?"

"This vessel is the U.S.S. Rochester named after the hometown of a jedi. This vessel was previously known as the jedi cruiser interceptor, the very cruiser you used as a flagship before you were put on duty on coruscant."

"That cruiser was destroyed in the battle of tuckton."

"No it wasn't. After the death of jedi master tuk'ah muller, who was your commanding general, his padawan took over the command of the 123rd and that battalion became a legion. It took a class 7 security pass to know such a thing outside of the military."

"My men are still out there sir?"

"They are fighting you. This cruiser recently attack a supply unit, stealing the fuel, arms and munitions from our frigates. We searched through records and discovered that 22 years ago the 123rd completely disappeared, but they had helped secure our victory over the glara and dreamworks led by General Brian Smith."

"Smith? He was but a child when Tuk'ah was killed how could he have possibly taken over the 123rd?"

"After the death of his master he was promoted to jedi knight and soon after master jedi and soon after sat on the council. He trained 24 padawans before he was assigned to a top secret duty by the jedi which not even my security clearance can pass through. But from what i have gathered the 123rd stayed on earth, fought in its WWIII, fought in Zootopia's WWII, the dreamworks war, the Galra war and now are fighting us. It seems his victories have been almost perfect." thrawn said admiring brian's record

"That's impossible the kid couldn't lead a platoon before i left."

"His record says he served in the U.S. army before hand, and now has 3 Medals of honor along with many awards and 4 republic Hero and Valor awards. In rank he outranks both of us tuck."

"Sir I promise you that i will beat this kid." tuck said slamming his hands against the holo desk.

"I will hold you to that promise but do not underestimate them tuck." thrawn said as the hologram shut off. Tuck slightly slouched but then was replaced with a steely resolve. He marched onto the bridge of his flagship

"Tell the commander to start the attack and probe there shield."

As brian sat inside he felt a disturbance, after feeling this he quickly put his helmet on and grabbed his rifle as other clones did the same. They all slid in the trenches and aimed there rifles. The wind howled around them as they sat there, fingers on the trigger, ready to shoot whoever came through the woods. As if by chance the wind started to slow and there they saw the stormtroopers marching toward them. Brian and the clones fired, their blue bolts putting a blue glow on the white snow. The bolts found there targets and the imperials returned fire.

Brian and the clones fired as fast as they could, when brians weapon jammed he pulled out his lightsaber and deflected several bolts

"They are going to try and flank us to the right get some fire on them." brian said the clones followed there orders and did so and found several stormtroopers trying to go around. Brian knew just by this who he was against and directed his men until the imperials retreated. As they retreated brian put more men in the trenches realizing admiral tuck was with the imperials.

For 2 weeks the clones and brian have held of wave after wave of imperial troopers. The entire time the storm has kept its pace keeping aircraft from entering the planet, but as the next day sets in the storm might just disappear….

Clones walked about going inside buildings and inside trench dugouts to huddle around the fire and stay warm. Around one fire sat Rex, Echo, 5's, Brian and Nick all talking about what would happen tomorrow.

"The storm is predicted to let up tomorrow, we won't be able to repel the entire force they are going to send." echo said.

"We have to try, the 123rd is counting on us." 5's said

"The entire galaxy is but we will all die in the process." echo said

"That's why we stayed echo, we knew the chances of surviving this mission. We knew when we stood up when we volunteered that we most likely would not survive." rex said standing up

"Rex its fine, echo is just stating the obvious. We need to prepare the fighters and if they sent the force i expect i want you all to head for the illinois." brian said

"Sir?" the 3 said in unison

"I had the illinois stay behind so that in case of a failure you all could escape, but im staying behind. Gentlemen this battle is my final battle." brian said

The 3 clones looked at each other then stood saluted and walked out. Nick was still sitting on a wooden crate looking at a old picture.

"You never explained this picture to me." nick said tossing it to brian who caught it. Brian looked at the picture to see sonic, sally, amy, po, tigress, hiccup, astrid and all the other fighters standing and smiling. He looked at himself in the phase 1 armor and saw how young he looked. The smiles on all there faces made brian smile again as he remembered the happiness.

"There is a long story behind this picture… a very long story." brian said as he heard his voice trail off.

"Well seeming as how we will probably die in less than 24 hours I got all the time." nick said

"It was just before my master was killed at tuckton, I was just promoted to jedi knight and sent to the planet that was home to sonic. They had engaged in a full scale war and dreamworks was fighting the separatist backed robotnick. He had droids that were far more advanced than trenches droids. Robotnick had conquered several planets and was on his way to defeating knothole. With the 123rd still under my master's command i was given a detachment of the 501st with captain rex and also a detachment of the 123rd with then lieutenant thorner. It was a hard battle that lasted 3 months but in the end robotnick was defeated. We took this picture on the day he was defeated, on top of his broken main building. That same day we all had commemorative pistols made." brian said pulling his colt peacemaker from the holster. In the fire light nick could see the customization done to the pistol itself. "For years on that day we would meet back up on knothole and celebrate our victory even with the war going on. Even after i was assigned back to earth we would do that, then the chrio happened and when i got out i forgot for awhile, then i remembered after we discovered the Movie Republic and now we are here. For all i know i'm the last alive in this picture, the last old member of a dying breed. Im glad im dying for something bigger than myself though." brian said giving nick back the picture. Nick looked at brian and for the very first time in a long time saw the happiness these memories gave him. Brian then got up and went outside leaving nick to look at the picture more.

Brian peered over the top of the trench and looked at the treeline. It had been a hour since the storm had stopped yet no imperial troops had tried to break through. Beside brian stood everyone but a small squad that had prepped the illinois for take off and waited for the signal.

"Sir our scanners aren't picking anything up." echo said crouching next to brian. Brian continued to look until he heard a familiar sound and then the shield erupted in bomb blasts.

"5's how is that generator holding?" brian said into his comlink

"Not well sir more hits like that and it will overheat."

"Sir troops are reporting enemy artillery are set up on the ridge south of us." echo said. Brian didn't seem phased but instead put his helmet on and activated his comlink

"Boys listen to me if you want to board the illinois now is the time, i won't stop you you have all earned your right to live. This mission is suicide to stay gentlemen. If you want to go go now." brian said. No clone moved they all sat poised to raise there rifles. Then a group of the 123rd stood, saluted and headed towards the illinois.

"Rex i want you to go with them. Take word of what has happened here to general thorner and let him know that i died as a martyr for us all." brian said. Rex didnt move until brian shot him a glance then ran after the others. Those that stayed readied there weapons as imperial cruisers entered the airspace, brian watched as the artillery started and the huge guns on the ships took aim

"5's hold that shield until i say." brian said as the imperials encircled them. As the troopers charged and the ships opened fire the shield fell and it began to tear zootopia apart.

Brian and the clones rushed from the trenches engaging into hand to hand combat with the stormtroopers, the clones started beating the stormtroopers but started to fall as more poured in. Brian shot one then another but was knocked off his feet by a explosion. As he looked up he saw a 170 shoot down a tie fighter then catch fire and crash. Another arc 170 engulfed in flames took out 2 until its wing fell off and crashed as well. Brian looked as saw several of his men shot and many laying already dead. He got up and took off his helmet and started firing his pistols until they ran out, by then only a handful of clones remained and brian was shot several times. Nick and brian continued to fire until they both were down to there pistols, brian fired his last blaster bolts and pulled out his peacemaker and fired then felt nick fall from behind him then felt the heat of a blaster bolt piercing his heart. Brian stumbled and fell to his knees and with his last amount of effort fired his pistol one last time into the air and fell backwards surrounded by the dead bodies of his comrades.

Tuck watched as the last of the resistance was put out but was distraught on the damage to zootopia

"Good job grand admiral you have stopped a rebellion." thrawn said

"I may have here yes, but i fear that with these deaths and destruction we have awoken a beast that will destroy us all" tuck said

-across the galaxy-

The armada of the 123rd sat in orbit over a forest planet, on the bridge throner looked out and saw the illinois come out of hyperspace. He turned and walked quickly to holo device and next to hiccup. On the holo device came a hologram image of captain rex

"Rex its good to see you."

"You too thorner. I have the remaining men on the illinois, some are wounded."

"There is a dock on the planet surface and the med bay is ready. Where is the general?" thorner asked but as he did a image of brian showed up

"To those watching my name is Brian Smith, I am a Jedi Master, a soldier, a father. I have fought for the republic, my country, and the movie republic and now for the people of the fallen movie republic. This message is to be played when my heart stops and I die, I have died while fighting for you, the repressed people of Empire. Laying beside me on the battlefield are the 19,273 soldiers who have fought with me before and my brother. Let my sacrifice and the sacrifice of my men not be in vain. Rise up and defeat this empire, let us the people have equal rights and be able to protect ourselves from those who would rather have us down. LONG LIVE THE REPUBLIC!" the image said and then was replaced with rex who looked very very shocked

"Did you see that too?" rex asked

"I did see that rex. Hurry up and land and lets prep some troops." thorner said

-on earth-

Tuck watched with anger as the message finished, he watched the remaining arms of the clones be destroyed.

"Tuck im ordering you back to command. More uprisings are happening around the galaxy now." thrawn said and his hologram disappeared. Tuck ordered the troops to return and then they all left leaving civilians behind.

For the next 3 and ½ years the 123rd fought for the freedom of the galaxy. Led by commander thorner they retook earth, then the rest of the galaxy. Now for ½ a year we have known peace and the republic has been reestablished. The 123rd has officially been retired and the members have gone there own ways. The people of the galaxy have established a holiday in memory of the general and what he died fighting for, when we found his body 3 weeks after the battle we buried him next to his family and the men whom he died beside. I still remember how peaceful he looked when we found him, the happiness that i had long forgotten he had inside him.

All of us clones who served under him, and served with him know he wouldn't want to be remembered as a hero but that's what he is, he is a hero to us all and always will be. He gave us all a purpose.

Thorner put down the pen and stared at his work, he was amazed at how the story of brian looked better on paper than in real life, a lot more glorious too. In truth it had been 23 years since the end of the war and the movie republic celebrated its victory on the same day as when brian died, dedicated to his memory. In zootopia stood a mural in the center of the city of brian, nick, judy, kirito, amy, sonic, and the clones who fought for the republic. Thorner looked out the window to see it and watched as a young bunny kit, with a older looking clone and bunny standing a little ways away, put flowers by the mural. Thorner smiled a little bit at the sight then bound up the book and sent it off to the publishers office. When thorner returned to his apartment he opened then closed his door. He felt the breeze against his skin and his hair, even though it was cut in the flattop it was grey. For days thorner waited and then received news that the book would be published, the same day that he was due at the mural for the annual celebration of liberation.

As he stood at the podium wearing his Dress Uniform and looked at all the clones in their uniforms and smiled.

"We stand here today, 25 years since the death of a great man. I served with him since he was just a padawan and i was just a young trooper. But together with our men he brought us all to greatness, Gentlemen of the 123rd the general gave me a letter to read to you all on the 25th anniversary of his death. He gave this to me before I left to find hiccup and its never been opened.

'Dear boys,

Thank you, you all served under me for years and never questioned a order. You fulfilled everything to the last detail and you all have made me proud. Tomorrow I know i will die there is no doubt but you all will live on. You will live because the force that holds you all together will always be there. You have made me proud to be your commanding general and to call you all my brothers, and my friends. Even though I'm gone don't fret we will all be together again and fight together again whenever we all see god at the end of our lives. It's been a true honor and privilege to fight with you all." thorner said, as he finished he felt the tears roll off his face and onto the paper. He quickly wiped them away and looked up to see the clones, one by one standing up and saluting, and thorner saluted them back.

That night thorner looked through the photo albums he had, there were pictures from the clone war, WWIII, WWII, the dreamworks war, the galra war and the war for independence. He smiled as he flipped through the pages until he reached the end which he put a picture of all the remaining clones from today with all of them in front of the memorial. He smiled again and closed the book and set it on the shelf leaving not memories but the past on that shelf.

A soldier can leave the battle behind but he will never forget his brothers nor the battle itself, for it will always stay with him until the end. - Brian Smith

That's it, that's the actual end. It's been a fun ride and it literally made me cry to write this final chapter but the 123rd has finished its purpose now it's time to move on. I hope you all liked this story because i had a blast writing it.