Author's Note: This actually happened to me at 4am so I decided to write about since I couldn't sleep... except I don't have my own Captain Rex :(

INT. AHSOKA'S ROOM - NIGHT

Ahsoka lies peacefully in her bed, sleeping the night away in her room at the Jedi Temple. The warm sheets cover her as she dreams good dreams, possibly about a certain Captain.

Suddenly, she gasps and sits up straight in her bed, trying to breathe. She puts her hands on her chest and tries to breathe in through her nose. A thin stream of air makes it to her lungs.

Her thoughts race as she tries breathing in through her mouth. She clutches at her chest even harder. It feels like her oxygen is being mostly blocked.

Ahsoka quickly hops out of bed, and throwing a blanket around herself, walks out the door.

INT. BARRACKS - NIGHT

Ahsoka walks down the hall with the blanket over her shoulders like a cape. Tears form in her eyes, and she wipes them with the back of her hand.

She approaches Rex's quarters and stands outside debating whether to wake him up or not. She shakes from the overwhelming amount of tears and barges in.

INT. CAPTAIN'S QUARTERS - NIGHT

Ahsoka wanders over to his bed, the tears spilling down her face like a waterfall. Rex sits up and instinctively reaches for his blasters, when he sees the shadow of montrals against the wall.

REX
Ahsoka?

Rex sits with his feet hanging off the bed. Ahsoka climbs into his bed without saying a word and snuggles into his side. Rex helps cover her up more with her blanket.

Ahsoka puts her face on Rex's shoulder and sobs, gasping for air in the process. Rex wraps his arms around her and holds her tight.

REX
(softly)
What's going on?

AHSOKA
I woke up and I couldn't breathe... I was gasping for air.

Ahsoka clings to him tighter.

REX
Did you have a bad dream?

AHSOKA
No. I just couldn't breathe.

Rex pulls back to look at her with a concerned expression. He puts a hand on her cheek and wipes away some of the tears. At his touch, Ahsoka closes her eyes, allowing more tears to flow.

Rex surrounds her in a hug and picks her up.

REX
I'm taking you to Kix.

AHSOKA
No, please. I'm fine.

REX
(warm voice)
Ahsoka, you're not fine.

Rex makes his way to the door with Ahsoka in his arms. She wraps her arms around his neck and rests her chin on his shoulder.

INT. MED BAY - NIGHT

Kix walks into the Med Bay and flips on the lights. Rex walks in behind him with Ahsoka still in his arms.

KIX
Lie her down. I need to grab some things.

Rex lies Ahsoka down on one of the Med Bay beds. She's still wrapped up in her blanket.

REX
Do you want me to stay with you?

Ahsoka pleadingly nods her head, the tears threatening to spill out again.

Kix walks over and spreads out some medical things.

INT. MED BAY - LATER

Kix stands up from Ahsoka's bed and looks over at Rex who is sitting on the edge of the bed next to hers.

KIX
That's not surprising.

AHSOKA
What?

KIX
Did you eat anything you weren't supposed to recently?

AHSOKA
Not that I know of.

KIX
Well, your lungs are having a slight anaphylactic shock due to something you ate. Don't worry, as I was testing for this I gave you something to help ease the pain.

AHSOKA
Will I be able to sleep?

KIX
Yes, you're all better now.

Kix puts a hand on Ahsoka's shoulder. Rex slides off the other bed.

KIX
I'll give you a list of the foods you should stay away from.

AHSOKA
Thanks, Kix.

KIX
It's my pleasure.

REX
Does she have to stay here?

KIX
She's free to leave. I'll be in my office. I'll send that list to your holodpad, Commander.

AHSOKA
Thanks.

Kix walks into his office. Ahsoka sits up and slides off the bed.

REX
Are you feeling okay?

Ahsoka bites her lips and looks up into Rex's eyes.

AHSOKA
(whispers)
Can we go back to your room?

Rex takes Ahsoka's hand and guides her to the door.

REX
Of course.

INT. CAPTAIN'S QUARTERS - NIGHT

Rex and Ahsoka walk into the room. Ahsoka slips out of his hand and climbs onto his bed. She curls up on his pillow, and looking up at the ceiling, starts crying again.

AHSOKA
Rex, I'm scared I won't be able to breathe again.

Rex sits at the edge of his bed and looks down at Ahsoka.

REX
Kix said you'll be able to sleep just fine.

Ahsoka wipes a tear. Rex slides her over and lies down next to her. Ahsoka rolls over and sobs into his chest.

AHSOKA
(through tears)
What if I wake up gasping again?

Rex wraps his arms around her.

REX
Then I'll be right here.

Ahsoka smiles into his embrace. Rex pulls her closer.

REX
Get some rest.

Ahsoka sniffs and closes her eyes.

AHSOKA
Thank you, Rex.

REX
Anytime, Ahsoka.

Ahsoka grips Rex tight as sleep begins to overtake her. She dozes off. Rex smiles as sleep overcomes him, too.