So Ultron is continuing to make his moves and his presence is being felt. Not in the Force kind of way but more in the creeping existential dread of a foe that can't be killed so easily.

Lot's to do so can't really say much right now.

Got a new story out with my comrade BulletStormX called Spirit Unto Dawn so please check that out.

Also check out my other comrades story he and I have been working on like crazy as well, you probably have heard of it by now, A Song of Fire, Ice and Hearts.

So now that I'm done shamelessly plugging stories, let's keep going.

But first of all. Let's talk about Season 7 episode 10, The Phantom Apprentice. My god, MY GOD, HOLY FUCKING SWEET MOTHER OF GOD. I CAN'T EVEN, I JUST CAN'T WOW, JUST WOW. I CAN ONLY EXPRESS MY SHOCK AND AWE IN CAPITALIZED LETTERS BECAUSE YOU CAN'T HEAR MY VOICE. OH GOD THIS EPISODE IS AMAZING BEYOND WORDS. AND YOU KNOW THE BEST PART? THIS IS ONLY PART II. AH NEXT TWO WEEKS CAN'T COME SOONER. These last 4 parts is essentially the ultimate companion movie for Revenge of the Sith. And we all just wanna see it so badly.

Rate Read and Review and as Always Have Nice Day.

Avengers Infinite Wars Chapter 33: Proving Grounds

The invasion of Geonosis was underway, the foothold of the Republic well established after securing the three targeted droid factories from Operation: Point Rain.

Now, Republic forces landed in mass with multiple droid and Geonosian bases and cities being targeted and sieged.

The Avengers had also been distributed amongst the Republic forces, assisting the Jedi and Clones in taking out the Separatist troops while also conducting their own secondary mission.

Tap had previously informed them of a transmission that matched Earth radio waves so they had been searching for some time now while battling across the Geonosian landscape.

Currently, Steve Rogers and Sam Wilson were with Anakin Skywalker, Aayla Secura, Commander Bly and Captain Rex going over the next plan of attack upon the main new droid foundry on Geonosis. Senator Padme Amidala along with Natasha Romanoff and Hope Van Dyne had undergone a secret mission to retrieve evidence of a Senators collaboration with the Separatists which proved to be true.

Now they were preparing for their assault on the factory, hoping to take it out lest it churns out more battle droids then any one of them could handle.

The 501st legion and 327th corps were on standby, securing the surrounding perimeter whilst bolstering and preparing their forces for the attack on the base.

They were not to go in alone however.

Currently, they awaited the arrival of the 41st Legion with Jedi General Luminara Unduli and her Padawan learner Barriss Offee.

"Are we all set?" Steve asked Anakin who nodded.

"We've got our Artillery and AT-TE tanks prepped and ready with Luminara's AT-TE's joining in on the fun in a short moment." Anakin replied.

Sam then looked around for a brief moment. "Hey, where's the kids?"

"Over there Lieutenant." Captain Rex said, thumbing behind him.

Behind him upon an elevated ground hill, Ahsoka Tano was conversing with Peter Parker and other men of the 501st.

Though it appeared to be more of teasing as one Clone in particular was being mercilessly picked on by the rest of his brothers. Apparently, this particular Clone had managed to recreate Ahsoka's facial markings perfectly upon his chest piece.

"Kinda hate to ruin their fun." Steve said with a small smirk. "But Luminara and her troopers are on their way."

"It's time we go over our plan then." Aayla stated.

"Steve and I are gonna start rounding up the boys." Sam said. "Finish up perimeter sweeps and get ready."

"Rex, Bly, get everyone prepped." Anakin instructed. "We're gonna be in for a long one."

Both high ranking clone officers went off to do their duty with Steve and Sam splitting up whilst the two Jedi went over to the youngsters who were sharing a laugh with the other Clones as it was revealed to be Cutup who made Tano's markings upon his armor.

All the while, the Republic fleet orbiting high above began deploying a large contingent of LAAT gunships with troops and AT-TE tanks to bolster the attacking force for the assault on the new droid foundry.

The drop ship descended from the skies above and headed straight towards the designated drop zone. All the clones onboard were doing another round of preparing for the incoming assault on the main droid base.

"Barriss," Luminara began, "I assume you've made the necessary preparations?"

Hanging on the harness some feet away, Barriss responded back. "Precisely as you instructed, Master."

Standing before the holo-map of the targeted droid factory, Ahsoka was giving the debriefing towards the present clone squadron heads while Peter, Aayla, and Anakin stood not far away.

"This bridge is our first waypoint." Ahsoka said, pointing towards the connecting landmass. "Focus your fire on the gun emplacements here and here, because it's only-"

Suddenly, Anakin butted in and took over the debriefing. "Because it's only after we neutralize the guns that we can push for the factory."

Both Aayla and Peter blinked on the sudden action with the wallcrawler voicing his thoughts. "Well that was rude."

Aayla nodded in agreement while Ahsoka tried to fight back a look of annoyance. "I was-yes." She quickly composed herself in order to continue. Two of the clones shared a slightly amused look between one another. "We can push for the factory. Now, expect stiff resistance from-"

"And don't forget to top off your energy cells and ration packs." Once again, Skywalker interrupted and took over his Padawan on the debriefing. "Once we leave, there will be no re-supply." He then turned towards the Togruta. "Anything else, Ahsoka?"

"No… I think you've pretty much covered everything… in my briefing."

"Very well. Squad dismissed."

"I hope that won't become a habit." Peter commented.

"Same."

"I mean, I had that happen to me a while back with a project partner of mine and it was outright annoying."

Ahsoka meanwhile was exchanging a verbal sparring match with her master.

"-briefings might go better if you don't interrupt every time I try to-"

"I wasn't interrupting you." Anakin cut her off defensively. "I was just trying to help you."

"Which I would appreciate if you wouldn't interrupt me at every turn I try to talk." Ahsoka argued with a dry tone. "I just don't think you trust me to do the briefings."

"It's not about trust. It's about getting the job done right."

She let out a mild gasp. "So you don't trust me to get the job done right. I knew it!"

Anakin, however, released a tired sigh. "Snips, I never said-"

"No. No, it's okay. I understand." Ahsoka quickly said, walking past her Jedi Master. "I'm the Padawan. You're the Master."

"Huh." Peter watched from the sidelines while Aayla shook her head, an amused grin on her face. "Do they always argue like that?"

"Yes, quite often." Aayla remarked. "I think they're one of the few Master and Student pairings that do so."

"Is that bad in the Jedi order?"

Aayla shrugged. "I'd like to believe no. After all, my master was the notorious Quinlan Vos. And his master was Master Tholme. I've lost count of how many times my Master and I exchanged words of disagreement. In the end…" Secura's smile became more wistful and fonder. "I feel it made me the Jedi I am today."

Peter nodded as he soon looked over at Ahsoka. With a concerned look on his face, he went after her.

"Hey." He quickly said once walking beside her. "You alright?"

"Does it look like I'm alright?" She snapped before quickly apologizing. "Sorry, just frustrated with Anakin doing this… again."

"Again? You mean that back there wasn't the first?"

"I believe this was the second time I tried to give the proper debriefings and Anakin suddenly butted in and ruined my preparation."

Anakin, who had been nearby still, overheard this last statement.

"Ahsoka, it's not like that."

"See?" Ahsoka said condescendingly. "But who am I to judge? After all, he's the master, I'm the apprentice. Maybe I need to recognize my place."

"Ahsoka." Anakin groaned aloud.

The two continued their little argument as Gunships began arriving, dropping off troops and tanks with Luminara and Barriss walking out in time to see Ahsoka and Anakin…

"Ah, there they go again." Luminara said knowingly.

Barriss tilted her head, feeling slight sympathy for her friend who threw her hands up and walked off leaving Anakin to reach out to her only to notice Luminara and Barriss.

"Go speak with her." Luminara instructed her Padawan. "I will converse with Skywalker."

Nodding, Barriss went over to Ahsoka who was stomping about while complaining about Anakin to Peter.

"Did we miss anything?" Barriss questioned, looking at her two friends and saw the peeved look on Ahsoka's body posture. "It seems we did."

"Just the mission debriefing." Ahsoka quickly said, not wanting to get into specifics.

Barriss wanted to further inquire what's wrong when she saw Peter shake his head 'no'. Getting the message, she kept her inquiry to herself.

"Ah Barriss."

The young Mirialan Padawan turned to see Aayla approaching her with a warm smile.

"It's good to see you once more." The Twi'lek said kindly.

"It is good to see you as well, Master Secura." Barriss said with a bow.

"Not a Master yet, young one." Aayla said, placing a hand on the Padawan's shoulder. "So it's just Aayla to you."

Barriss smiled, head then tilting over to see Anakin approaching with Luminara. And off to the side...

"Are we all set here?" Steve returned with Sam, Rex and Bly. "Luminara, Offee, good to see you both."

"Glad to see you are doing well, Captain Rogers." Luminara said with a gracious bow, one Barriss emulated.

"So what's the plan Skyguy?" Sam asked, Anakin's brow twitching as he knew Sam saw it. That grin pretty much said it all.

Before Anakin had a chance to speak, Ahsoka prevented him from doing so.

"We," Ahsoka emphasized herself, Peter and Barriss, "are gonna enter the Droid base discreetly to take it out from the inside."

"I have memorized the layout of the base and will guide the three of us through the foundry to its core." Barriss spoke up. "From there, we will set charges and destroy the bases from within."

"And I…" Peter said with his chest puffed out proudly before quickly deflating. "Am just back up."

"But you are the best back up there ever is."

"Thanks… I think."

"What about us then?" Steve asked. "How do we keep the Geonosians occupied while they are setting the bombs?"

"You all," Barriss ushered towards the adults present, "are the distraction."

Luminara nodded to Gree who brought up a map of the factory once more, this time focusing on what lay beneath.

"Each Geonosian building contains a series of tunnels and catacombs beneath their structures." Barriss stated. "It took me some time in memorizing the path needed for the three of us but I can get us there while everyone outside focuses on luring the Geonosians and droids out.

"Good to know." Peter eyed the intricate pathways and felt a migraine building up. "Memorizing all that will confuse me to the point my head might be spinning."

"Oh you're just exaggerating." Ahsoka nudged her male friend's side."

"Really? You try navigating your way through that all on your own." Peter challenged.

"That's why I am here." Barriss said with a light tone.

"Looks like a good way to get lost if you ask me." Anakin remarked as he wasn't fully onboard with having the three teenagers going into the factory by themselves.

"Trust in our Padawans and young Parker, Skywalker." Luminara said confidently. "Right Barriss?"

Barriss nodded. "Especially when the lives of others depend on your success."

"Well that just takes all the pressure off." Peter deadpanned, making Rex and Steve snort with Sam nudging him.

"Come on kid, we know you could do this."

Anakin however appeared to remain skeptical. "I don't know about all this. Entering into that factory with all those droids can be suicidal."

"Which is why we need to make sure we give the kids the chance they need, Anakin." Steve spoke up this time.

"Let's give them the distraction they need." Rex added.

"See, even they are depending on us." Ahsoka said to Anakin. "And don't worry, Master, I can follow orders."

Peter rubbed his eyes. "This is gonna be a long thing, isn't it?"

Barriss placed a reassuring hand upon his shoulder. "We'll accomplish this mission. And help where it is needed."

"Then it's decided." Luminara said to all present as Ahsoka, Barriss and Peter were handed the packs filled with explosives.

"Be careful kid." Steve said to Peter. "Look out for one another. Don't take any chances."

Peter nodded, slipping on his mask.

"Hang on a second." Sam said. "I know we're doing this, but we're letting the kids rush into an enemy factory. How will we know how far along they are."

"That's what these are for. We'll monitor your progress on these chronometers. Synchronize on my mark." Once handing over the devices, they all held out their wrist-coms and attached them to it. "Three, two, one, mark."

Pressing in sync, the chronometers glowed at the same time before dying down.

"Alright, ready to go." Peter said, hopping in place.

"Come on then." Barriss ran ahead with Ahsoka and Peter following after her.

The three teens went off and raced down the hill and across the earth.

From their spot above, Anakin wore a worried look on his face.

"Do you not trust your Padawan, Skywalker?" Luminara inquired.

"You feel they are not up to the task?" Aayla guessed correctly

Anakin only crossed his arms, gazing at the three teens who had now gained a greater distance from the camp.

"I never said that."

"It's alright to be worried about such things." Steve said to the worried Jedi Master. "But if we don't give them the right incentives, then they'll never grow."

Anakin tightened his fists before relenting. "Fine. I am worried. Is that what you all wanted to hear?"

"Anakin, we pretty much knew that." Sam said with the others nodding in agreement. "Just have some faith in them. This isn't the first or last risky assignment they're gonna deal with."

"That's supposed to make me feel better?"

"General, not to speak out of term…" Rex spoke up. "But we're the 501st. Risky missions are our specialty."

Anakin shot Rex a wry look, turning back to the map of the factory.

"Then our distraction is gonna have to be bold if we're gonna draw out the droids from their factory." Anakin stated. "Marching across the bridge, parade style."

"With no cover?" Steve wasn't exactly on board with the idea.

"It's really tempting, which they will have a hard time resisting." Luminara stated.

"We just need to focus on luring them out." Bly added. "Once we get them closer, the spires will serve as cover."

With the plan now in mind, they began calling out orders and rallying the men.

It was time.

Soon, the Three Jedi and Two Avengers were walking side by side with the assembled soldiers of three legions all standing together.

As they drew closer to the bridge, the large front gate of the droid foundry opened with thousands of droids marching forward.

"That's a lot of droids." Sam dryly said.

"Well it is a Droid factory after all." Luminara said knowingly.

"As long as we can destroy them faster than they can make them then we'll come out on top." Anakin said, determinedly while getting a laugh out of the others.

"Sometimes, the simple answer is the best answer." Aayla declared, igniting her lightsaber with Anakin and Luminara doing the same.

Falcon's wings furled out and Captain America gripped his shield tightly.

The Clone Troopers raised their blasters with the lead five running forward to engage the droids.

Climbing down the cavern wall, the three teens eventually made it towards the bottom with the sounds of battle happening above. Reaching the other side of the chasm, Barriss soon felt up the wall in order to properly find the entry point from her studies. She then stopped, ignited her lightsaber, and plunged it into the rock. Wanting to assist her, Ahsoka ignited her own lightsaber and gave the needed assistance to carve out an entry hole. Once made, the two Padawans used the Force to pry the piece of rock out to reveal the tunnel.

"Nice work, you two." Peter said, stepping right to it before glancing at Ahsoka and Barriss. "So… who wants to go into the creepily dark, bug infested tunnels first?"

Before Barriss volunteered, Ahsoka gave him a wily grin. "Why not you?"

"...Is this because of me being a 'bug'?" Peter narrowed his eyes with a pout. "I have you know, I'm an arachnid, not a bug. There's a big difference."

"Yeah, yeah." She shoved him inside before the Padawans followed after.

"So where to now?" Ahsoka asked.

"This way." Barriss said, taking the lead with her friends right behind her.

While the Republic forces began their missions, within the droid foundry itself was Poggle the Lesser overlooking the attack with a specially designed Tactical droid assisting him.

Compared to most Tactical Droids, this one was more built evenly so to speak. More proportioned. There were no lanky parts to him and he was rather more humanoid in appearance, with only his chest piece and head being that of the usual tactical droid design.

"Lord Poggle." The tactical droid spoke. "The foundry is operating at 50% production capacity with ten new droid garrisons ready to deploy."

Poggle turned to the tactical droid letting out a series of clicks as he gestured to the attacking Republic Force.

"The Super Tanks are nearly ready but most still need development." The Tactical droid stated. "But when they are ready, the Republic forces will be routed. They have no weapons that they carry on them that can penetrate its heavy armor."

Poggle only made a few more clicks.

"We shall not fall. I have made many necessary precautions and backup plans." The Tactical Droid assured, eyes flickering red momentarily. "I will prevail."

Poggle only nodded, eyeing the battle that has begun with the Tactical Droid doing the same, concentrating specifically on two individuals.

-Scene Cut-

Traversing through the dark tunnels with extraordinarily little light was difficult for the three teens. They did have to rely on their extra senses from the Force for the Padawans to the tingling sensation Peter's been getting every so often.

"What?" Ahsoka had asked.

Peter looked around. "I don't know. It's just… it's just that there's one of those weird Geonosians nearby."

Barriss and Ahsoka gazed at him in bewilderment.

"How do you know this?" Barriss inquired.

"It's… this weird tingle I've been getting more often." Peter explained. "I don't know what it is but I've been getting them more these past few weeks and I'm trying to figure out how it works."

"Seems," Barriss paused in thought. "Useful. This reminds me of how Jedi can detect danger nearby."

"Yeah, exactly. That's what it usually feels like." Peter said, nodding his head in agreement.

And it proved useful when they had to avoid the passing Geonosian guards patrolling the area.

"Thank god these guys have no face-hugger eggs."

Ahsoka groaned a little when hearing this. "I swear, ever since seeing the 'Alien' films the other night, I can't look through dark tunnels the same way again."

"C'mon you liked it."

"Yeah, as a good simple scare as we weren't thinking of going into a dark tunnel anytime soon." Ahsoka pointed out. "And where do you think we are now?"

"What is this "Alien" you are talking about?" Barriss asked.

"It's an Earth film. Apparently has a huge fanbase."

"You should see comic-con back home." Peter muttered, now sticking to the walls as he crawled about with the two girls walking slowly in the dim catacombs.

"What's comic-con?"

"One thing at a time." Peter said. "So where to from here, oh fearless leader of ours?"

The trio rounded about a cavern with their eyes widening and Peter inhaling to the point of his mouth and throat drying up entirely.

"Oh God, it's Alie-MMPH." Ahsoka's hand clamped tightly around Peter's mask, her own body tense and nervous.

"They're sleeping." Ahsoka whispered out. "We have to find another way."

"We don't have time." Barriss grimly stated. "We must go through here."

Peter vigorously shook his head in disagreement, Ahsoka's hand still keeping his mouth shut and words muffled though it was clear how very much against he was towards Barriss's given directions.

Barriss decided to simply begin moving forward with Ahsoka following after her with a very much nervous Peter in the rear.

Barriss stopped, gesturing the two to move past her.

"This is such a bad idea." Peter murmured. "We're gonna get planted with an egg for sure."

"Will you please, not say that." Ahsoka hissed. "The last thing I need after this day is a nightmare."

"Ahsoka, Peter."

Looking back, they saw a Geonosian hand was lying on top of Barriss' head. Being the one closest to her, Peter inched his way back and carefully pried the limb off of her and gently lowered it away. Giving a thankful nod to him, Barriss joined back in leaving the Geonosian "sleeping quarters".

-Scene Cut-

Outside, the Republic was fighting the droids fiercely.

Anakin slashed through a battle droid with Rex and Domino squad standing close behind to provide covering fire.

Steve was holding up his shield to give cover for Commander Bly, the Clone taking out several Droids nearby. This gave Steve the chance to rear his arm back and throw his shield at full force, cleaving through a multitude of droids.

Luminara all the while fought alongside Gree and Aayla at the main front of the bridge, the clones taking out multiple droids.

Up in the sky, Sam was their own air support providing fire from above and occasionally sweeping down to beat back droids that were about to overwhelm a flank or position.

"This is a bit too straight forward." Steve muttered, joining Anakin's side.

"Is it?" Anakin inquired.

"Just droids." Rex said aloud. "We're one Geonosis. So where-"

"Are the Geonosians?" Anakin finished his Captain's thoughts, now realizing their predicament.

Just as Anakin had finished that sentence, blaster fire reigned down from the sky.

"Ambush!"

"Rear guard, focus fire on the skies." Bly yelled aloud, with Clones in the back of the march firing at the Geonosians that had descended on down from the skies to attack.

What the Geonosians did not anticipate however was the Avenger Falcon swooping in with a vicious display.

He weaved around the blaster fire, his wings and other limbs bashing the Geonosians down to the ground.

The clones let out cheers as the Geonosians were quickly disposed of.

A few moments later, the rest of the droids were all taken out, with another quick cheer from the Clones.

"Well that's taken care of." Anakin said, glancing around.

"That's only the first wave." Aayla said, gazing at the droid foundry as the gates began to open with something else entirely coming out.

There were two dozen large dome-like vehicles.

"Tanks?" Sam said aloud in the air.

"Looks like the Separatists have a new toy." Luminara stated.

"Rex, Bly, Pick your targets." Anakin ordered.

"Yes sir." Rex gestured his hand forward at the set of Artillery and AT-TE's. "Elevation Four-Two-Seven."

The cannons began rising to their instructed targets and fired. The Separatist tanks were soon barraged by a whole plethora of blaster shells.

After a few seconds of bombardment, the smoke settled to reveal the tanks were unscathed.

"Sir, nothing should be able to withstand that." Rex said grimly.

"Ray-Shield." Anakin declared. "It's the only way they could survive that."

"So what does that mean for us?" Aayla asked, staring defiantly at the oncoming tanks.

"It means we have a lot more of a problem on our hands than just taking out the Factory." Anakin said

-Scene Cut-

"Left at the next junction." Barriss quickly said as the three sped up their walk. Rounding the corner as instructed, they soon came across a dead end.

"Was it this junction or the following one?" Peter asked

"You do remember the way, don't you?" Ahsoka pleaded. "If we got this wrong then it would take forever to make it out."

"I wouldn't say forever, Ahsoka."

"Not now, Peter."

Barriss, in the meantime, pondered and mentally went over the catacomb map in her memory. Looking around a little, she spotted a bit of light coming from the ceiling.

"It's not left, it's up."

Sure enough, Barriss was right as they saw the entry point above them some feet back. Reaching the spot underneath, they respectively jumped upwards in order to ascend to the upper level. And it was from there did the trio have to literally climb their way up.

"This is a little harder than it looks." Ahsoka groaned out.

"What do you mean by that?" Peter questioned. "I'm doing just fine."

"Easy for you to say. You live to crawl through all sorts of surfaces."

"Not all the time."

"I'm siding with her on this one, Peter." Barriss said, breathing out a little from the cramped space. "This wouldn't be too much of a problem if we weren't all in here together."

Peter shook his head and didn't say anything and kept on using his "sticking-powers" to keep climbing up the tunnel. Glancing down below, Peter made sure that there weren't any Geonosians that may have passed by too look up. He suddenly hit his head on something firm… and soft… and-

"EEP!"

Peter's lenses widened to the point where the black outlines vanished. "I-I'm sorry, I'm sorry, I'm sorry I'm so-"

"It's fine." Ahsoka grunted out, soon prying herself out of the hole with Barriss following.

By the time Peter came out, he saw the light shining a bit more brightly with sounds of machinery being more prominent. He followed after them, soon stopping behind them, craned his neck and saw the assembly work happening through the hole in the ceiling.

"Damn, that's a lot of battle droids."

"Come on." Barriss ushered. "The main control room is this way."

The three teens made several quick turns in order to make it to another small tunnel they had to climb on through. At its end, they eventually had to exit through a hatch in order to finally reach their destination.

Helping Barriss and Ahsoka get out of the hatch, he eyed the system situated in the very center of the room.

"Man what I wouldn't give to study that." He let out an exasperated sigh, pulling out an explosive and threw it towards the ceiling. "But alas, it must go up in smoke and smithereens."

Rolling her eyes, Ahsoka started pulling out the explosives with Barriss soon following.

Peter in the meantime was checking for any droids or Geonosians that may be within the room.

"Well now..." A mechanical humanoid voice. "This is certainly interesting."

The trio whirled about in surprise seeing an elderly Geonosian being accompanied by a tactical droid with red eyes along with one of the new tanks the factory had created.

"So, three unruly children have made their way into the heart of our factory." The Tactical droid said in a condescending disapproving manner. "What are we to do about you?"

Barriss and Ahsoka had ignited their lightsabers with Spider-man crouching down defensively in front of them, one hand on the ground the other raised.

"Tsk, tsk." The Tactical Droid shook his head. "I will handle this Lord Poggle."

Geonosians began flooding the area from the door and the hatch from where the teens came. Said hatch was quickly sealed shut by Spider-man with the two Padawans going on the offensive.

The tactical droid observed silently, watching as the three teens fought against the flying bugs. It appeared that the girls were willing to go for the kill, wherein the teen in the skintight red and blue suit instead chose to disable them.

The Geonosians attempted to retrieve the bombs, yet they were no match against the web shots coming from Spiderman. Each one either kept the explosives in place or knocked the sentient bugs down and away from reaching distance.

Who was this new kid?

He moved quite easily and graciously. The technology however… it felt familiar to him.

A bit too familiar

-Scene Cut-

On the outside, the Republic was in a bit of a bind.

The Separatist tanks were advancing and have destroyed their artillery and were now decimating the AT-TE's

Suddenly the chronometers went off, signaling the others on the bombs were active inside of the factory.

"They did it." Anakin said aloud with pride.

"Now we just have to survive long enough for them to celebrate with us." Sam sarcastically said. He was high in the air, letting out a volley of missiles that had left no damage upon the tanks.

"Let me try something." Steve said, running forward.

"Steve!" Aayla called out to him in vain as Cap was already sprinting at full speed towards the first two tanks.

Raising his shield, Steve grunted as he felt the much stronger blaster bolts from the tank bounce off his shield yet pressed on.

As he got closer, Steve picked up on the pattern of the blaster fire and flung his shield forward. The Vibranium disk bounced off the lead tank, leaving a noticeable dent.

The droids inside the tank jolted in shock.

"Uh, was that supposed to happen?" the droid gunner asked with a nervous tone.

Steve grit his teeth, throwing his shield once more.

The shield bounced in between the 24 lined up tanks with his shield leaving sizable dents in each one.

"Steve." Aayla called out to him. "You must fall back."

"She's right Cap." Anakin said. "Your shield can only do so much."

"I've noticed." Steve shouted, now running back as he had gotten his shield back and placed it on his back to cover him.

Reaching the cover Anakin and Aayla were using, he jumped over and landed on one knee.

"So what do we do about them?" Steve asked.

"Simple." Anakin said, holding up several grenades. "Those tanks are on the bridge."

"We'll set up these explosives underneath the bridge and send them plummeting to the ground." Aayla finished.

"You lead the men away, Cap." Anakin said. "Luminara, Aayla, and I will take care of the tanks."

Sam suddenly landed beside them, wings folding in.

"I think I can speed up the process." Sam said with a wry grin.

Distributing the explosives, Sam flew up into the skies with the Jedi using the rocky spires and pillars as cover.

Sam reached ample altitude and angled his winds, flying down below and quickly tossing multiple bombs at the stone bridges underbelly.

Anakin, Aayla and Luminara quickly scaled down the cliffside walls and began planting their set of bombs underneath the bridge.

Soon after, the three Jedi and Avenger were on the other side of the bridge with Anakin raising the detonator and pressing down on it.

The bombs went off with the bridge collapsing and the tanks all falling to their destruction.

On the other side, Steve stood with the Clones who all began cheering in victory with the Jedi and Sam all waving back at them.

"That's taken care of." Aayla said, looking to the imposing droid factory.

"But where are the Padawans?" Luminara spoke up. "Young Parker?"

"The bombs are armed and this place is gonna blow at any second." Sam said holding up his wrist to display the literal ticking time bomb armed inside the base.

"Rex, Steve, any sign of the kids on your side?" Anakin said through his comms.

"They aren't here Anakin." Steve grimly informed, gazing down at the chasm below in hopes of him being wrong.

"The evacuation ships are on their way, General." Rex followed after Steve. "I suggest you get on one."

"Not without Ahsoka." Anakin said firmly.

"Anakin, have faith in our Padawans." Luminara said. "They, with Parker, will complete the mission."

"Ahsoka, can you hear me?" Anakin called in. "Ahsoka, where are you? Barriss? Peter?"

Sam opted to use his new Avengers ID card to contact his fellow Avenger.

"Kid? Peter, it's Sam, can you hear me?"

What he got was a grunt of a reply.

"In the middle of something, Mr. Wilson."

Things were starting to prove difficult for the teen trio. When the Geonosians were proving useless, the tactical droid called in for reinforcements. And soon enough several small waves of droids started flooding into the chamber. With them present, the droids were becoming more of a nuisance.

Slicing through a battle droid, Ahsoka used the Force to hurl the halves into some droids coming too close to the explosives. When some were taken off their placements, she was forced to activate those particular ones and destroy those particular mechanical adversaries.

Barriss had to keep up with the pace and nearly followed Ahsoka's example. Yet instead of setting off the individual bombs, she had to set new ones in the old one's places.

Peter, for his part, had to web up a lot of the explosives in order to keep them in place. Whatever droid he webbed up in hopefully immobilized them, he had to swoop in and break them apart so none could get remotely close to extracting the bombs. This was quite hard, however, with the growing number of incoming droids.

The tank that had been brought in was taken out by Ahsoka and Barriss but the droids kept on coming.

In the meantime, the tactical droid was observing the fight before it with silent analysis. It made no moves to engage or enter into the fray. Instead, opting to merely watch it all transpire paying close attention to how these youngsters fought.

They had some experience clearly but it wouldn't take a genius to figure that they clearly had room to grow.

However, the one who truly kept his attention was the one currently tying together several battle droids before quite literally throwing them like they were a softball into the cluster of another set of battle droids.

"This isn't working." Ahsoka panted out. "We're going to get overwhelmed!"

"What do we do?" Barriss asked, force pushing a droid away from an armed bomb with webbing soon splattering around the bomb to keep it in place.

Spider-man swung around the room from above, webbing up and taking out every droid that was in his path while deftly avoiding everything he could all at once.

Landing atop the main reactor of the factory, Peter's eyes darted about the area briefly momentarily landing on the tactical droid that just stood there. It hadn't moved, had not done anything in the entirety of this little battle.

Just watched there with its eyes glowing red.

Shaking his head, Peter continued scanning the surrounding area when he looked at the tank that had not moved. The droids within had already been dealt with and since has just been sitting there.

Completely unscathed.

Blaster bolts had bounced off the tank leaving no marks and Barriss at one point had even thrown an explosive at the tank with the explosion leaving no signs of damage.

"Ahsoka, Barriss." Peter called out to the two. "The tanks!"

Both girls looked over to the stationary tank and shared a quick glance before nodding in agreement.

The girls saw that there were at least a dozen bombs that have now been webbed up and kept in place. Yet Barriss believed it wouldn't be enough.

"Peter." Barriss hefted the backpack filled with the remaining explosives. She threw it for him to catch with the web head grabbing it before tossing it onto the upper portion of the reactor.

Webbing up the package, Spiderman dropped down and broke one of the droids with a powered kick. Backflipping from incoming fire, he soon saw Ahsoka get carried off by the Geonosians and about to slam her to the reactor above.

"Let me go, you stupid green buggers!"

Leaping into the air, he flipped around and struck one of the bug aliens before punching another. They let go of the Tortuga Padawan, which Peter caught her in a bridal carry.

"My hero."

"Just doing my services, ma'am."

Landing on the ground, both saw a tank coming right towards them. Acting quickly, Barriss leaped onto it and carved through the locking mechanism for the hatch with her lightsaber. She soon dived in, which Peter and Ahsoka heard the droids cry in agony, being cut down by their friend.

Popping her head out from the hatch, Barriss signaled her friends to get inside. Peter dived right into the hatch of the tank with Ahsoka closing the hatch after the two with the three teens now sitting within the tank.

"Are the bombs set?" Peter asked with Barriss nodding.

Ahsoka regarded them both with hesitation.

"You think the tank will hold?" Ahsoka asked her.

"It withstood blaster hits. I bet it can withstand what Barriss planned, much less a bombing or a building falling down on it." Peter quipped.

Ahsoka nodded, holding up her wrist comms. "Master, can you hear me?"

Sounds of fighting could be faintly heard while Anakin's voice was more prominent. "Ahsoka, set off the bombs! We're getting overwhelmed!"

Ahsoka only let out a sigh with a wistful smile. "I'm sorry, Master. We can't make it out in time."

"Not with that attitude." Peter joked though his tone didn't match the joke

"Can't make it out?!" Anakin exclaimed. "Ahsoka, wait!"

"Kid." Sam's voice cut in now. "What the hell is going on in there?!"

"Nothing just the job is all." Peter began firing webbing all around the interior of the tank.

Getting nods from her friends, Ahsoka pressed the button on the detonator to have the explosion, setting off various more that encompassed the entirety of the foundry.

In an instant, the Padawans and Avenger could feel the force of the point black explosion hitting them through the tank as they soon blacked out.

Outside, the Jedi and Avengers starred in abject horror and shock upon seeing the factory begin to fall apart before them.

The smoke that came out from the explosion encompassed the entire battlefield, blinding the Republic Forces.

The dust remained up in the air yet the Avengers and the Jedi were already calling in Gunships and having the Clones scour the wreckage for the teens.

"Ahsoka." Anakin spoke desperately through the comms. "Ahsoka, do you read me?"

Luminara however nearly went down to her knees in a silent prayer, her face solemn but mournful as well.

"We'll find them, Luminara." Anakin promised, placing a comforting hand upon her shoulder.

"Be at ease, Skywalker." Luminara said calmly.

"At ease?" Anakin said incredulously. "This isn't the time to be at ease. We need to act now, our Padawans need our help."

"Where could they possibly be?" Sam murmured.

"Are they even alive down under this rubble?" Aayla muttered.

"They are." Steve stated, no room for arguments. "We will find them."

"There's not enough time." Luminara said grimly. "I can sense them drifting."

"Then we'll use that time to find them." Steve said in a louder voice. "Rex, get everyone moving now. We're not leaving here until we find them."

"Yes Sir." Rex saluted, moving to join his men as they were now moving to get through the destroyed factory.

Weakly waking up, Peter soon gasped for air before coughing. He soon pulled off his mask to hopefully get some direct air from the mask filters before trying to look for his friends. Reaching out, he grasped onto their arms before he gently shook them awake, hoping they were alright.

"Barriss? Ahsoka?"

The two Padawans stirred awake and saw nothing but darkness around them. The electronics in the tank which once lit the space were no longer operational.

"Girls? Are you alright?"

"I'm fine, Peter." Ahsoka voiced.

"Same." Barriss groaned. "Though I'd feel better when the ringing in my ears went away."

The Padawans pulled out their lightsabers and carefully tried not to aim them at each other. Igniting them, blue and green light helped cleave through part of the darkness.

"How deep do you think we're buried?" Barriss asked.

"Hard to say." Came Ahsoka's response. "Might not be best to fully think about it." She turned her head and tried looking around and spotted something right beside Barriss. "Hand me that power cell, would you?"

"What for?" Peter asked as Barriss used her arm to reach out and pop out the requested item.

"I want to try and get a signal out to the others to know we're alive through my wrist com."

Peter nodded before remembering his Avengers ID card. "Maybe I have something that'll speed things up better." He soon patted himself and tried finding it, only to find it missing. "I definitely know I had it on me."

"What are you talking about?"

"My Avengers card." He answered. "Has a far better signal reach than your wrist coms and runs on its own power source."

The Padawans nodded and it did not take long for them to spot it.

"I found it." Barriss said, trying to reach for it physically. She was not successful and could not move farther than she can, due to it being placed in an awkward position. She even tried using the Force, but it seemed to have wedged itself through a crack and proved difficult to pry out. "I could use some help here."

"On it." He said, leaning forward and muttered out 'I'm sorry' several times over as he had to go through Barriss' personal space. Once crawling over, he was able to pry the card out of the crack. "Got it."

Once in his grasp, he activated the distress signal and hoped the others could reach them in time.

Back up above, the Jedi, clones and Avengers were hard at work in finding their allies. No one wanted to think of the inevitable, but it was obviously coming up repeatedly.

"If their time has come-"

"They'll find a way out." Anakin snapped at Luminara. "They have to."

The Jedi Master softened her gaze at the frustrated Skywalker. "If my Padawan has perished, I will mourn her, but I will celebrate her as well through her memory. I have to know when to let go. Do you?"

"Well we need to make sure to celebrate with them here and now." Sam said. "Not every day some young kids take out a factory on one of their first missions."

Gunships began arriving and hefting pieces of debris out of the way, with the Avengers, Anakin and Clones continually looking through the rubble.

"Come on Ahsoka where are you?" Anakin muttered, moving about with a growing sense of panic.

"They're not responding." Aayla said, face stoic.

"They'll find a way out." Steve stated determinedly. "They're resourceful, they'll find a way to contact us."

Lo and behold…

"I got something!" Sam called out, holding up his Avengers card. "Kid activated his distress signal. They're alive!"

"Do you know where they're at?"

The Falcon nodded as he walked towards where the signal seemed to be strongest, using his card to guide his way.

Back underneath, the three teens had some bit of small talk to pass the time.

"Do you think everything will be alright for us?" Ahsoka questioned.

"Whatever happens might not matter to us after what we've done." Barriss simply said, trying to control her breathing, due to them running out of air. "By destroying this factory, we've saved countless lives elsewhere."

"That's one way of looking at it." Peter grunted, trying to get a bit more comfortable. "Luckily, I've possibly saved all three of us."

"And how can you be so confident?" Ahsoka asked with a strained smile.

Sounds of metal groaning could be heard from within the tank. The teens wondered what was going on. They quickly wondered if the tank's hull was starting to give in and soon crush them from the weight above. Yet that thought was pushed aside as the creaking increased more before the hatch was pried open to give them a bright light and a fresh bit of dusty air.

"See?" Peter asked with a small grin with the girls sharing the sentiment.

Soon figures blocked the light with a familiar voice cutting through. "Glad to see you guys are alright."

"Nice to see you too, Rex." Ahsoka said before coughing.

The clone captain helped get them out of the tank as they were quickly surrounded by their allies. The trio climbed their way out of the wrecked area with their friends assisting them.

"I knew you'd come looking for me." Ahsoka said.

It was hard for him to hide his worry, but Anakin did the best he could. "I never doubted you for a second."

"Padawan, you did well." Said Barriss' Master.

"Thank you." Barriss motioned her hand towards her friends, more importantly Peter. "But if it weren't for Peter, we'd still be down here."

Peter was sitting atop some rocks, mask off still off with a bashful look.

"And if it were not for Ahsoka, we would've had a bit more difficult time dealing with the droids. Her leading us and all that."

"Indeed." Aayla smiled at Skywalker's padawan. "It's good to know your master never lost faith in you."

Anakin only gave her a proud smile with Ahsoka returning her own grateful smile.

"Ya did good kid." Steve said, patting Peter on the back.

"Feels good on the inside." Peter joked tiredly. "Outside however."

"You'll get some rest." Sam said.

The teens all slumped down as gunships began descending down from on high.

This was the end to a very successfully stressful day.

So this one was a quick breeze. Jebest4871 and I had this down in one day.

This was an easy one to go through.

The last episode just helped boost through this chapter with ease.

Really, nothing to it for this one.

Hope you all enjoyed it. Until next time.

Rate Read and Review and as Always Have Nice Day.