The first order of business was stripping the guards of useful weapons and armor.

"I thought the whole point of this place was that they could see everything all the time," said Mayfeld worriedly. "Why haven't they seen our little party down here on the bottom floor?"

The Engineer looked at him with her odd, pale, half-metal face. "This level was not originally intended to be a place for prisoners, just systems. Only belatedly did they realize the mines could still be productive. But it would take more manual work. So the monitoring systems down here are spotty."

"This place must supply half the Empire with materiel," said Din.

"Yes. That Varro woman has been cracking the whip on production much more lately."

"Yeah," said Mayfeld. "Every day a higher quota. Past two months, maybe."

"Something changed," mused the Engineer.

Din knew very well what had changed. Gideon's vast base on Mandalore had been exposed and destroyed. The Empire had lost many warehouses, labs, ships, and fighters. Teams of Mandalorians led by the Armorer had stripped the base for useful parts and technology, as well as raw material, especially any beskar. The loss of Mandalore had been a huge loss to the Imps. If they could destroy the Panopticon the Empire would be truly crippled.

"There's something else, though," the Engineer said, frowning. "Around that time, the power demands to Varro's quarters grew exponentially. She does love inflicting pain with her floor, but I don't think it's that. There was a lot of secret construction that didn't appear on the plans, and she murdered the workers when they were done. I wonder."

"Are there any guard quarters on this level?" asked Din, looking around. "We need to get some of that material that protects against the floor." The clones were pulling on the guard's stompers that could withstand the deadly current from the floor, as had Mayfeld.

"There's a break room," answered the Engineer.

Working together, Din and Fazzakkaar used blades to rip up the flooring and cut shapes to fit the bottoms of Wookie and Devaronian feet. Burg tied the material to the bottom of his well-worn boots with strips of cloth, while Fazzakkaar fashioned crude sandals. The Wookie peered down at Din's feet.

What about you, Mandalorian?

Din looked down at his own heavy, reliable boots. "Do you think these will withstand the floor?" he asked the Engineer. For his plan to work he needed to look like he wasn't prepared.

"Perhaps," she said doubtfully. "But will you truly want to take that risk? What about the child on your back?"

Well, she had a point. Din followed Burg's lead and cut sole-sized pieces of the thick, spongy stuff, then tied it in place. He wrapped several layers of cloth strips around the boots to hide it. It felt bulky and slightly clumsy but better than getting fried.

"Why are you doing this?" asked Nine quietly as he pulled on stompers stripped from a guard. "What's in this for you?"

Din paused. "I was hired to looked to look into missing prisoners."

"Missing prisoners," said Nine with a humorless chuckle. "That's rich. I don't think anyone is missing anyone down here."

"Parents are missing sons." He paused slightly. "Wives are missing husbands."

"How heartbreaking," said Nine, and the caustic tone in his voice was so like Boba Fett's it was truly startling.

"I will do everything in my power to stop the Empire. They ruined Mandalore."

"They ruined everything. What else is new?"

"They hunted my son."

"That little thing?" Nine's eyes widened slightly as he looked at Grogu's little face peering over Din's shoulder. Grogu's ears raised in a friendly way. He must have been reminded of Fett as well. The new daimyo was gruff to say the least but Grogu knew he was a trusted friend.

"And I was a prisoner here too," said Din more quietly. The humiliation, the disgrace, the fear, the pain…it all came back in a wave of rage. He clenched his fist. "Only briefly but that was enough. I'd destroy this place by myself with my bare hands if I could."

Nine nodded. "Now you're making sense."

"Look," Din said. "I need to be up front with you. If this works, the New Republic is coming with support. I can't guarantee what'll happen after that, to you or any of the other prisoners. But it's got to be better than this."

"Riello is a big planet," said Nine. He grinned very, very slightly. "It would be a shame if some of the prisoners got lost out there." Then he gestured at the small army of prisoners now disguised as guards. "The men are ready. None of us have ever met a proper Mandalorian before even though the blood runs in our veins. We are honored to follow where you lead. We'll deal with the future when it comes."

"How many of you are left?" asked Din. "Why here?"

"We here may be all who remain," answered Nine as he finished strapping on armor. "Not all of us were of good quality. And our faces made us hated throughout the galaxy by all. Slaves and thugs. Fighting is all we are good for. So we might as well go out that way, by the side of a real Mandalorian."

Din nodded, looking Nine in his familiar/not familiar face. "When the shift changes I want you to choose three men and come with me and my son," he said. "You'll be taking me to Varro as a prisoner, but we'll take a detour to the fourteenth level and disable the floors." He turned to Mayfeld. "You and Burg and Fazzakkaar will lead the rest up the emergency stairs to take the next levels."

"Okay, hold on," said Mayfeld. "That is NOT the plan we talked about. First of all, don't you think that trick's getting old? People disguised as guards with a Mando prisoner?"

"I'm not taking off my armor again. I need it to fight. Besides, they see this armor and their greed blinds them. It's their weak spot. Plus Grogu will be with me. He can help."

"Oh good, the toddler will help. What are they gonna say when you get stopped?"

"I'll think of something."

"Think faster. Even if your crazy plan works…you really just want ME to lead this full-on fucking assault?" He glanced guiltily at Grogu. "Sorry for the salty language, but I don't know, man."

"Yes, I do," said Din simply. "You need to keep them tied up while we destroy that relay. Without the floor, we have a fighting chance. The prisoners on each level will revolt. You know how to talk to these people, to lead them. Burg and Fazzakkaar trust you." He paused and lowered his voice. "I trust you. I trust you more than anyone on this planet."

"Wow, what a compliment," muttered Mayfeld hoarsely. His pale face flushed slightly. "Me out of a planet full of crooks, thugs, and Imps."

"And this is still your best way to get home." Din's voice lowered even more. "I promised Omera I'd bring you back. I'm keeping that promise."

"All right. But you better be careful too. And you BETTER take good care of that kid." Mayfeld exhaled. "Or I'll kick your ass, Mando or not."

"That kid will take care of him," said Burg, coming up behind Mayfeld.

"What about her?" asked Mayfeld. They all turned to look at the Engineer.

"I will remain," she said. "I can only slow you down. But I will help you. I will tie in your comms channels with each other, and I can guide you both. I monitor all systems and I can tell you what's happening, where to go."

Din nodded, then looked at one of the remaining clones. "Two of you stay here to protect her," he said. He hesitated, then said, "If you have to get out, hold on as long as you can, then get to the dam. There's an old ferry waiting there, it can take you back down the river. It has a droid brain, though, and it's not very…stable. Make sure you tell it that you're authorized personnel. You have to use those exact words. Tell it the passengers sent you." A thought occurred to Din, and he wished he had mentioned it sooner. He turned to the gathered crowd of clone prisoners. "That goes for all of you. I don't know how long you've been here. I want you all to help but there's another way out if you choose to take it. There's a limit to the weight that ferry can hold, and I don't know what'll be waiting for you down the river. But you have a choice."

"Great timing on the choice thing, Mando," said Mayfeld under his breath. "You really coulda mentioned that earlier."

The clones all looked at each other. "We are resolved to help you," Nine said. "I speak for us all. For too long we've been nothing but tools, used and discarded by the Empire. I don't know the future that awaits us but we will die fighting them if need be." He pointed at three others adjusting armor and weapons. "These three will come with us. Sixty, One Thousand, and Two Thousand." At one point their faces had been identical, but scars and years of hardship had carved their faces in unique ways.

It was set, then. The Engineer took a look at Din's vambrace and the exterior of his helmet. "Exquisite craftsmanship," she murmured, adjusting the comms frequency.

Good luck, Mandalorian, growled Fazzakkaar. To you and your son.

"Good luck, tiny," grunted Burg. It wasn't clear whether Din or Grogu were "tiny."

Din reached out to Mayfeld. Their hands clasped. "Both of you be careful," Mayfeld said quietly. There was nothing more to say. Din concealed his weapons and his son using his cloak, then allowed Nine to loosely secure his wrists. "Stay hidden as long as you can," Din told Grogu. "Ready?"

"Esss, boo." Grogu seemed remarkably calm. Maybe it was because he knew what they were up against, and because he trusted their friends. But Din knew it was mostly because they were together.

"Let's do it," said Din to the clones. The lift door opened and Nine led the way in. As the doors closed, Din got a last look at Mayfeld talking to the clones as they got ready to ascend the winding staircase that joined the center of the Panopticon like a spine.

The lift had only gone up several levels when the Engineer's voice came through. "Mandalorian, you're running out of time. They're expecting a check-in from the control room here. We've forced the officer to hold them off with some story about faulty comms but the power depletion is beginning to be felt in the upper levels."

"Understood."

"What was your name, young man? Mayfeld?" she asked. "You are almost at Level 30. Expect twelve guards. Three in the central control area, and nine walking the floor. Move quickly to take advantage of their unwariness. Do be careful."

"Lady, you don't gotta tell me that twice," Mayfeld answered.

The lift reached ten. Over the comm channel, Din heard the sounds of blaster fire on the levels far below them, swearing from Mayfeld, shouts from Burg, roars from Fazzakkaar. His fingers twitched helplessly.

The lift reached eleven. "Oh no, you don't," said Mayfeld. He was panting. "We're all wearing stompers. Surprise, motherfucker. Your floor won't work." More shouting, more blaster fire.

The lift reached twelve. Grogu's little claws fastened tightly into Din's cowl. Din could feel the boy's tension and readiness, but no fear. It echoed Din's own state of mind, the mindfulness that came before battle. Memories of the terrible fight in the Game Room came back to him. He had defeated the Warden without armor or helmet. And he had survived thanks to his son. He had helped defeat Gideon and survived, also thanks to his son. And the words from his vision filled his mind. I behold you now, Din Djarin, bathed in the blood of your Enemy. This to me is more worthy and more pleasing than when you bathed in my waters.

Mayfeld now spoke loudly, as if projecting his shrill voice to a larger crowd. "Hey! Hey, you assholes! Yeah, you! The guards are dead or shut up in the supply room. No one's turning on the fucking floor." The lift reached thirteen. "We're all getting out here and bringing this place down. We're gonna take this place level by level. Who's with us?" Faint cries in response. "Well, come on! What are you waiting for? We got some extra boots and blasters. If you don't have boots, peel up the floor in the break room and tie that shit to your feet."

The lift doors opened at fifteen. Two "guards," Nine and Sixty, walked before Din. One Thousand and Two Thousand followed up the rear. Din crossed his wrists, hoping no one would notice the manacles were not actually fastened and activated. They marched down the corridor. Din felt terribly exposed near all these windows. "Where is the junction?" he asked softly.

"Make a right, then the fifth left," answered the Engineer. "It's just next to the control room. There's a panel."

They turned a corner and found three guards deep in conversation. They stopped and turned toward Din and the disguised clones.

"Is that a Mandalorian?" asked one in amazement.

"That's right," said Nine tightly. "Keep your voices down."

"What the hell is he doing here?" This other guard looked like an officer.

"The fool was trying to sneak back in through the old mines," said Nine with convincing contempt. "Caught him trying to plant grav charges."

"This is related to that disturbance down below, isn't it? You need to take him directly to Miss Varro."

"Oh, we will," said Nine. "Rest assured. But we thought we might make a detour first. Perhaps we can relieve him of some of this beskar. Just a piece or two. No need to get greedy. Just a little bit will make us all rich." His voice grew even harder. "But if you want in on it, keep your mouths shut and help us find a nearby space with a little privacy."

"Storeroom 14-25," said the officer after less than a second's hesitation. "Just over here. Let's go."

Joined by the three guards, they turned a corner and reached a sliding door. It opened onto a room full of uniforms in crates, freshly manufactured by prisoners. "You two keep watch," said Nine. He pointed at Sixty and One Thousand, who stayed in the corridor. The door slid shut.

"Let's take off his helmet," said the officer in a tone of undisguised glee. "What's he like under there?"

"Oh, we can take off more than his helmet," said the other guard, who took off his helmet to reveal a tattooed face twisted with malicious delight. "Let's have a little fun before we hand him over to Varro." He looked like he might have been about to say more but was interrupted by Din's knife piercing his windpipe. Nine and Two Thousand easily dispatched the other two guards with clubs.

"They do go mad when they see that armor," said Nine in a tone of wonder. "Does that happen a lot to real Mandalorians?"

"More than you know," said Din.

"Must get old."

"You don't know the half of it."

They dragged the bodies behind crates, then went back to the hall. Mayfeld's voice came over the comm link.

"Hey Mando, what's going on with the floor?"

"Little detour," said Din. "We're almost there."

More shouts and blaster fire in the distance. "Well, stop fooling around and turn it the fuck off!"

They moved quickly now, following the Engineer's directions. An alarm blared and a cool voice spoke over the intercom. "Attention. Attention. Level Thirty is experiencing prisoner unrest. Lockdown Protocol Four. All lifts will be deactivated. Seal all stairway doors."

"Mando," pleaded Mayfeld. "Hurry up!"

"Engineer," said Din. "We need to reopen the stairs too."

"I will reroute their power to the breaker on fourteen. If you can destroy that, you'll disable the floors and unseal the doors in one go."

At last they reached the panel. The four clones surrounded Din as he pulled out two grav charges. "Be ready to move fast," said Din. "We help the prisoners arm, then we take the fight right to Varro herself."

"Understood," said Nine.

"Grogu, cover your ears," said Din. The charge countdown began. "Okay, move!"

They had just ducked around the corner when the charged went off. The explosion in the narrow metal corridor was deafening. Above them the lights flickered and a new alarm rang. Acrid smoke filled the air.

"Do you think that did it?" asked Sixty.

Din tried to reach out to the Engineer or Mayfeld through the secure channel, but only received static-filled silence. "Only one way to find out," he said.

They made their way to one of the garment workshops on this level. Three guards stood watch. Prisoners stood around tables with machines for cutting and stitching gray fabric. Others were tasked with pressing and folding finished Imperial uniform tunics, stacking them in huge rolling carts. But no one was working at the moment. The prisoners had paused, looking uncertainly at a dark-skinned prisoner with a datapad who was clearly the foreman. The foreman in turn looked uncertainly at the guards, who looked uncertainly at each other.

"You!" shouted a guard. "Get these men back to work!" Then he noticed Din and reached for his weapon. "Wait, what the hell?"

No point in being subtle any more. Din knocked the blaster out of the guard's hand and sent him sprawling. Nine tackled another, cracking his head with the butt of his blaster. The third guard, an officer, leapt away, raised his vambrace, and pressed the button to activate the floor. The prisoners cried out in dismay. Din couldn't help flinching. Would the material on his boots protect him and Grogu? He braced himself…

…and nothing happened.

The guard jabbed the button again and again, his movements growing panicky. "Stop that," said Two Thousand, grabbing his wrist and punching him so hard the visor on his helmet broke. The prisoners looked at each other in astonishment. Din turned to face them.

"The floor's been deactivated," he said, raising his voice. From the corner of his peripheral vision he could see Grogu peering intently over his shoulder at the assembled prisoners, but there was no need now for him to amplify Din's voice. The prisoners were quite attentive already. Some of them looked stupefied, but others, including the foreman, were figuring out what was happening.

The Engineer's voice crackled over the comms channel. "You've done it. The floors have been deactivated."

"That's a Mandalorian," one of the prisoners said.

"Who are you?" asked the foreman. He pointed at Din's companions. "Who are they?"

Nine took off his helmet. "We're prisoners here. Like you." He nodded at Din. "This Mandalorian is here to help us destroy this damnable place."

"And then what?" someone yelled. More voices broke out.

"I ain't going back to the New Republic."

"Oh, you an Imp lover?"

"No, but prison's prison, man."

"You serious? Chop fields are like a spa compared to this shit."

The foreman threw down his datapad and gazed around defiantly at the surrounding prisoners. "You wanna just stay here? Go right ahead. I'm fighting."

Something Kino Loy had said came back to Din. Something another prisoner had told him years before. I'd rather die than give them what they want. He held up his hand and the crowd quieted. "Do you really want to give them what they want?"

Roars of NO.

"I don't know what the future looks like for you. For any of us. Help might be coming and it might not. But no matter what, this place has to go. We can take the whole prison. There will be guards, maybe even stormtroopers. But you won't be electrocuted where you stand."

"Good enough for me," said the foreman. "What are we waiting for?"

###

Sorry for another big delay: real life and writers block, but I think we're back on track!