I know it's not as long as I wanted to make it again but I wanted to separate The Battle of Umbara into different chapters. Sorry for the long update, I was busy with finals at school and I kind of had a little writer's block trying to progress this story. I know that some are waiting patiently for a new update and again I apologize, but I hope you guys equally like this as well :D


Rex, Fives, and Ahsoka clearly had no idea what they were up against with being under the command of Jedi General Master Pong Krell. The three of them each disagreed with Krell taking over command, Fives and most of the other clones had believed that Rex and Ahsoka were capable of keeping the battalion in order. Krell, having the single highest casualty rate out of all the Commanding Officers was worrisome to all those that had served under him. Fives knew he needed to do something but the only problem was timing and when to act, he kept quiet and did as he was told like a good clone.

"Alright, boys." Rex said throwing his helmet back on and Ahsoka had tightened her lightsabers around her sash "Pack it up, it's time to move."

He heard a few of the clones groan, it was the words that every infantryman dreaded hearing. Taking a rest after a hard fought skirmish and moving out was painful on the troops, the rest of the battalion was just ready to head towards the capital which needed to be secured or the planet will never surrender.

The 501st Legion had moved out and began their long hike towards the Umbaran capital city. Their patrol was uneventful other than a few of the local wildlife and fauna coming to life alerted by the clone's presence, Rex and Fives were talking amongst each other when he noticed two of the flying creatures getting ever so close to their patrol.

He reached for his side arms and opened fire on the creatures, as did the rest of the battalion but to no avail as the creatures had whizzed past the blaster fire and picked up a few unlucky clones to carry them off. Krell had heard the racket and ignited both of his double-bladed lightsabers, Ahsoka ignited both of hers and trailed after Krell towards the gunfire. Krell had taken a few steps at a running start and jumped on to one of the fauna that propelled him onto the creature that had dropped the clone.

The clone landed and didn't have a scratch on him other than the wind being knocked out of him from being dropped. Krell had ignited his lightsaber and the creature dropped to the ground, Ahsoka had leaped up and sliced the other in half that had also dropped one of the clones unlucky enough to get grabbed.

Krell had walked over to the one that he had slain and stomped on its cranium as it let one final screech "Anyone else want to stop and play with the animals?" Krell barked

Fives and Rex had helped one of the clones recover from the long drop that he took and looked at Krell with looks of disgust. Ahsoka had scouted ahead and reported back to Krell "The path looks clear for now, Master." She said as she trotted over to help up the second clone that had taken a fall from the creature that she had slain.

With a look of dissent on his face he scoffed at the clones "I thought so, now move out." He said as he continued along the trail that led to the main road of the capital.

Rex looked around at his men, they were weary but they were ready to get their objectives done, even it meant having to take orders from General Krell.

"This isn't going to end well." Ahsoka muttered again

"What was that Padawan Tano?" Krell asked

"Nothing Master Krell." She replied trying to cover up what she had said. She had taken the side of Rex and Fives on this matter that Krell being in command was a disaster waiting to happen.

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"This is main road leading up to the capital." Krell said "Captain, you are going to march your troops straight up the middle towards the capital." Turning back around to look at the Captain

Rex's face almost exploded with irritation as he and every other damn clone under his command knew they were walking into a slaughter "Sir, with all due respect." Rex said "General Skywalker's plan was to send two small squads ahead to ambush the Umbarans on either side of the road sir."

Krell was clearly furious at Rex's disobedience "Skywalker's plan had involved us taking up precious time and we need to secure the capital now, the other battalions are counting us. Time is of the essence." Krell ordered

Rex still didn't want to go through with the General Krell's plan but he knew that if he didn't he would be court-martialed and most likely executed for disobeying a direct order. He scrunched up his face in anger as he wanted to lash out but again he would be thrown in the same boat as not following through. "Yes sir. I'll get the men ready."

He walked back his troops where Ahsoka was talking with Fives but stopped when they saw Rex.

"What's the plan, Rex?" Fives asked but Rex didn't answer just kept his head down and his eyes closed "What is it Rex?"

He lifted his head to greet Ahsoka and Fives "The General wants us to disregard Skywalker's plan and head up the main road to the city."

"Rex you can't be serious, that'll be a massacre." Ahsoka interjected "You have to do something." She said

"Like what?" Rex asked almost violently "There's nothing I can do." He said "Fives, have the men prepare for the assault on the capital." Rex finally said calmly and walked away

Ahsoka and Fives looked at each other then back at Rex who was walking back to Krell. Neither of them wanted to be a part of it and they both knew that it was a suicide plan.

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Rex had his battalion ready for the slaughter that was about to unfold under Krell's leadership, each of the clones knew that this was the worst plan they've ever heard but they followed their clone captain into battle anyway.

"Master, the battalion is ready to move out." Ahsoka said

"Very good, tell them to move." Krell said barely acknowledging the Padawan "We've wasted enough time already." He said as Ahsoka gave Rex the signal and prepare to move out as she grabbed her lightsabers and headed towards Rex's position.

Krell stopped her before she could even move "Where do you think you're going Padawan?" he asked

Ahsoka was stopped in her tracks "I'm going to help out Rex and his men Master."

"CT-7567 and ARC-5555 can handle themselves, you're staying here." Krell said

"But…" Ahsoka said before Krell interrupted her

"Are you questioning my orders, Padawan Tano?" Krell said "I understand Master Skywalker does not exactly hold up to my ideals but I am in charge and you will follow my orders Padawan. Do I make myself clear?"

"Of course, Master Krell." She said before walking back and standing by him at his side, giving him a snide look when he wasn't looking.

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"Alright, here goes nothing." Rex said to himself before throwing on his helmet. "Let's move out boys!" He bellowed as his battalion headed down the treacherous path that led to the capital.

The brave men of the 501st had made it about a quarter of the way before the capital before the ground had exploded and killed a few of the clones. "Mines, watch your step." Rex said as he motioned for the demolitions expert to scan the walkway for mines and made sure that they didn't have any more incidents. Making it another quarter of the road was where they were ready to encounter more resistance.

One blaster shot was all that was needed to cause chaos on a massive scale; the Umbarans had snuck up the unsuspecting clones and were for now encircling them, making sure there was nowhere to go.

Crazed and confused, the clone troopers were now opening fire on anything that moved in the brush. There was little to no cover on the path and the clones on the walkers were getting cut down faster than they could count, dwindling their numbers slowly but surely.

"Rex there is no cover here!" Fives shouted as he was returning fire "We have to fall back before we get overwhelmed!" The Umbarans had cleared from their position in the trees and were getting up close enough for the clones to engage them in hand to hand combat.

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Smoke had begun to appear over the horizon that Krell and Ahsoka saw. Krell was furious to see one of the clones on the main road begin retreating.

"Master, shouldn't we assist?" Ahsoka asked Krell

"No, so help them if they continue to retreat I will kill them myself. They will hold their position." Krell said as he keyed up his communicator "Captain Rex, come in." he said as he saw Rex appear on holo "What is going on CT-7567?"

Rex was still fending off the attacking Umbarans "Sir, we're outnumbered, we have to retreat!" he shouted

"No!" Krell bellowed "You will hold you position and advance on the capital immediately!" he said ending the holo

Ahsoka couldn't believe her eyes as she saw clones getting butchered and Krell was sitting here expecting them to finish the objective, she knew that she had do something if the clones we going to survive. She would never forgive herself by going behind Master Krell's back but her master taught her that sometimes she would have to go outside the box to get the job done. She fixed her lightsabers and her boots and snuck away from Krell when he wasn't looking.

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Rex was knocked over but punched the Umbaran that had knocked him over straight in the mask which gave Rex a clear shot on his face and launched a single blaster. Rex knew that if he fell back, he would never hear the end of it from Krell and would most likely be cut down where he stood. I'm so going to get crap for this Rex thought

"Fall back!" Rex shouted "We need to lure them to the mines!" he said as the troops began to make a b-line for the mine field road. Fives was doing his best to bring the wounded away from the action but it wasn't enough as more were falling and he didn't have enough time to save his fellow brothers. Rex was still taking pot shots in the general direction at the advancing Umbarans, before Rex was able to set up his ambush along the roads, he heard the distinguishing sound of two lightsabers igniting and saw Ahsoka leap over his troops and began deflecting blaster bolts while pushing the Umbarans back down the road. Rex had motioned for his men to follow closely behind Ahsoka as she pushed the enemy back to the trees.

After the last one was away and off the main road, she rendezvoused with Rex and his men. "How bad are the casualties, Rex?" she asked

"They would've been worse if you hadn't stepped in, Commander." Rex said looking around trying to aid the wounded

Fives caught sight of Krell walking up to Ahsoka and Rex "Now, we're gonna hear it." He muttered

"Just stay quiet, I'll handle it." Rex said as Krell approached the three of them with a look of calmness on his face

He didn't say a word but just looked at the three of them for a few moments "Captain, I thought I gave you a direct order not to fall back." Krell said coldly

"Sir, with all due respect we didn't have the manpower nor the cover to take them head on." Rex said

"When I give you an order, I expect you to follow it to the letter." Krell said looking back at Ahsoka "And you Padawan, I thought I told you to sit back and not get involved."

She was quiet as she wasn't sure what to say but luckily Fives was able to speak for her "With all due respect, General." Fives interjected coldly "If it wasn't for her, most of us wouldn't be here for you to scold at. If anything she deserves some praise for standing up for her soldiers and not sitting on her ass from behind the battle." He said "Sir."

Krell really wanted to pick the smart-mouthed clone up his scrawny head and pummel him into the ground but held back and thought it be best only to intimidate him by drawing his lightsaber and igniting it, forcing Fives to back into a wall. "If I wanted your opinion, I would've asked for it ARC Trooper 5555." He said getting dangerously close to the ARC Trooper

Krell had him backed into a wall, there was nothing anyone could do and Fives just replied with another one of his smart ass answers "Of course, sir." he said before Krell holstered his lightsaber and walking back to Rex.

The two of them were eye to eye before one of the other clones had interjected between them "Sir, General Kenobi is on holo."

"Thank you, Sergeant." Krell said before walking away from the trio to converse with Obi-Wan via holo.

"I thought I told you to keep your trap shut, Fives." Rex said giving Fives a mouthful "Thanks to you, you almost got yourself killed and I would've been down my best man."

"Don't give me that, Rex." Fives shot back "You know damn well that someone needed to stand up for the Commander. She doesn't deserve to get chewed out for saving our lives."

Ahsoka kept silent the whole time "It doesn't matter, Fives. The Commander is strong enough to stand up for herself. We can't interfere in Jedi affairs." Rex said

"Are you listening to yourself? Jedi affairs? Surely you can't be serious." Fives shot back once again "I don't even think you can see what he is doing. When the time comes, I'm gonna act on it before he gets us all killed. I want to live to see the end of the war and I certainly know you do." He said as Rex looked at Ahsoka and she looked back at him "I'm not going to die on a battlefield because some General can't get his act together. I'll do what it takes to survive, the only question is are you willing to do what it takes." Fives concluded as he walked off to tend to the wounded.

The Captain and the Padawan were both silent for a few minutes thinking about Fives had said. Fives was right, he wanted to see to the end of the war and possibly have something with Ahsoka, if the Jedi don't forbid it first. The two cared for each other and both wanted happiness for each other but how much is Rex going to put on the line for her.

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"Master Krell, can you read me?" Obi-Wan said as the connection was a little bit unstable

"I read you Master Kenobi. How are you holding up?" Krell asked

"Not well, the Umbarans have a local airbase that they're using for resupply to the capital." Obi-Wan said "Your battalion needs to take out that airbase if we have any chance of securing the capital."

Krell looked around and saw the wounded clones on the ground "Of course, Master Kenobi. It will be done."

"Very well. May the Force be with you." Obi- Wan said before concluding the holocall.

Krell saw the perfect opportunity to inflict his maximum casualties on the clones as he studied the terrain.

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"Fives is right Rex." Ahsoka said as she and Rex were discussing about what was being done to ensure the safety of his fellow clones

"I'm more worried about what Krell is going to do to you." Rex said "Jumping against Krell's orders is not something you should be doing."

"You don't have to be worrying about me, Rexie. I can handle myself, you're the one who taught me that." Ahsoka said smiling slightly back at the Captain before he knelt down to check the wounded. "Master Skywalker told me that every plan is flawed, it is only how you deal with the flawed plan." She said walking away

Krell had caught sight of Rex and ordered him over to his position "What is it, General?"

"Prepare your troops to move out, we have an airbase to take out that is decimating Master Kenobi's forces."

"Right away, sir." Rex said throwing his helmet on and gathering what troops he had remaining.

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None of the clones could believe their ears about what they heard to secure the airfield "Rex, you can't be serious. There has to be another way." Fives protested

"I'm sorry, Fives, I studied the schematics myself and there is no other way." Rex said

"No, there is always another way. I didn't believe Krell was trying to get us killed, but I'm starting to think he just hates clones." Fives shouted

"All of you are crazy, General Krell obviously knows what he is doing." Dogma said speaking up to support Krell as he had done during this whole conflict much to the displeasure of his fellow clones

There were a few that hated Dogma because how much of a kiss up he was to General Krell "Quiet, Dogma." Jesse said

Rex saw that most of the clones were inspired by Fives motivation against Krell and had possibly rallied a few to his cause "Fives, let me speak to you." Rex said taking Fives aside from the ears of the common soldiers

"I know your displeasure with Krell on how he commands." Rex said

"Displeasure? It's more than that, I downright hate his guts because of the way he treats us and his reckless plans." Fives protested

Rex was sure that Fives would pull something it was only a matter of time of when he would "If I remember correctly, most of General Skywalker's plans seemed reckless at the time, but we still went along with it."

"That's because of two reasons." Fives shot back "Normally he's leading from the front instead of sitting at the rear like Krell, and it's the fact that Skywalker cares about the health and strength of his clones."

Clearly distraught, a mutiny was not something that was needed right now "Listen, Fives I know that you're pissed off right now but you need to stow it. Splitting the troops is not something that we need right now, I need you to keep your mouth shut and follow orders."

"So you want me to blindly walk into a massacre with the rest of the men." Fives asked "That's not normal and you know it."

"I follow my orders, and do what I'm told." Rex said walking away

"Is that what you want to think or is that you were programmed to think?" Fives concluded as he walked away dreary towards the massacre that awaited.

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"Captain are your troops ready?" Krell asked

"As ready as they are going to be." Rex said on the communicator "Just waiting on the order to move out."

"Proceed with the assault." Krell said

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Rex looked around at his troops, each of them would follow their Captain into battle but it was only a matter of time before they had taken up arms with Fives to overthrow Krell's tyranny but for now they followed orders "All set, Hardcase?"

"I'm always ready." Hardcase said as he picked up his auto-cannon as he is always looking for a fight

Rex took a look at Fives "Fives, are you ready?"

He was silent as he stared off into the landscape from behind his helmet and knew that this was most likely a suicide mission "Yeah, I'm ready."

"Let's move out." Rex said as his troops packed up and moved out towards the airbase that was crucial to the capture of the capital. Krell had two platoons in reserve that he did not want to use but would if he absolutely needed to. The plan that everyone had dreaded was Rex would have two squads march right up and exposed area that would most certainly cause tremendous casualties. Unlike the fiasco on the road towards the capital, this trail had sufficient cover but it's not like it would matter since if Krell saw one hint of retreat, well it wouldn't go over well for Rex and his troops.

Ahsoka had stayed behind to tend to the wounded and to make sure she didn't go against Krell's orders as well. She knew Anakin would understand what she had done, but it was disrespectful to disobey a Master of the Jedi Order. She had a similar incident back on Felucia a few years back where her convoy was advancing on a droid's patrol. Little did she knew that the patrol she had on the run was regrouping with the main force that had driven Obi-Wan and Anakin from their positions. When ordered to fall back she refused, the only solution was to place their gunships in front of her convoy to stop her advance. After still refusing, Anakin ordered her onto his gunship, as they retreated back to their capital ships, Ahsoka had seen the rest of her convoy overrun and blown to bits.

She had taken after her Master's teaching style, unfortunately it wasn't always the best solution. Going against Krell's orders she had saved more than seventy percent of Rex's battalion, without her most of them might not have made it. Sometimes it paid off, other times it didn't.

"You're going to be alright, trooper." Ahsoka said as she wrapped up the clones mangled leg as she helped the medics load him into the gunships.

She had looked off into the horizon that was still dark beyond belief but she had high hopes for Rex and Fives to lead the rest of them out of this alive.

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"Keep your eyes open boys." Rex said as his patrol was almost near the airbase when blaster fire had erupted from the south, Rex motioned for his men to move and catch up to find the source.

The Umbarans had ambushed Fives' squad but they were holding well enough for Rex to back track his way towards Fives' position. They pushed the Umbarans back into the darkness before the ground below them started shaking.

"That in the san hell name is that?" Hardcase shouted as three worm looking transports exploded from underneath them and began cutting down the troopers where they stood.

Blaster bolts had deflected off like they were nothing "Bring up the rockets!" Rex bellowed as he still fired at the transports that had ambushed them. The rockets were brought in no time, the only problem was being able to find someone to fire them, the clones bringing up the rockets were getting cut down to bits. When one of them had become clear, the clone took aim and fired at the orb that was on the center of the transport and blew it to smithereens. The other three had cornered Hardcase's squad that had been pinned down, Rex's and Fives' squads had made their way to Harcase's position which gave Rex a perfect idea.

"Give me some detonators." Rex said as one of the clones trotted up and turned around for Rex to get some out of his pack.

"What are you thinking Rex?" Fives asked

"If we lay the detonators on a timer, we can lead them right through the bottleneck and blow them kingdom come. Now come on we only have a few seconds before they find us." Rex said as he and a few of the other clones rolled thermal detonators in the way of the bottleneck while a few others got their attention and within minutes, the detonators had been triggered and each of the transports went down with ease. "Time to move out." Rex said as his clones started to make their way back to the airbase.