Hey folks, GK19 here.

This is a story that I've been wanting to work on for a while. It's the Onderon arc, but with a twist. I saw a review of the Clone Wars on youtube, and the reviewer criticized the way the CIS was portrayed in the show, as cartoonishly evil. The one time they show 'good' separatists, they are killed and backstabbed by their own government. So I decided to change Lux Bonteri's story arc, and make him still be part of the CIS, and his mother was killed in a Republic bombing. I've also changed the nature of his and Ahsoka's first meeting.

Also, as before, Ahsoka is a knight and has never been Anakin's apprentice, as I personally believe he shouldn't have an apprentice during the Clone Wars.

Hope you all enjoy.

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Dxun, Japhael system. Inner Rim. Third Year of the Clone Wars.

Descending through the swirling clouds of Dxun's rain swept atmosphere, Ahsoka Tano recalled the meditation sessions Master Plo Koon had guided her through. No matter how hard Ahsoka concentrated on touching the Force, her mind's eye offered little more than a swirl of whiteness. In later years, when she was more able to reach silent thought and penetrate the light, visual fragments emerged from the colorless void, pieces of a puzzle that gradually came together to define something. Often, but not consciously, this told her that her actions in the world were in accordance with the Force's will. Often, but not always. When she strayed from the Force's designated path, that familiar whiteness would ripple as if moved by powerful currents, sometimes stained red, as if she were opening her closed eyes to a bright midday sun. A red-flecked white was what she saw now as she sank deeper and deeper into Dxun's atmosphere.

As beautiful as a flower, as deadly as a viper, Ahsoka Tano was a very young adult who had just recently been knighted. She was someone one wanted by one's side in chaotic circumstances. Graced with the ability to move quickly through crowds or tight spots, she was often the first to wade into close-quarter engagements, her striped mon-trals and chest-length head-tail alert to distances, her green lightsaber and yellow shoto quick to find their mark. She had proved instrumental on a score of campaigns, at Jabiim, Aargonar, Thustra, Rhen Var, Rendili, and the Battle of Zaadja, where she singlehandedly destroyed a Geonosian hive/droid factory.

The young Togruta, much like Aayla Secura, preferred unorthodox and revealing outfits to the robes of the Jedi Order. She wore a red skin-tight minidress. The dress had a large oval-shaped cutout over her back and another over her navel, and a smaller one over her chest. Her thigh-high black leggings were tucked into her boots.

She had been apprentice to two other masters during the war. But they met untimely deaths earlier in the war. Her ability to survive terrible ordeals and win several impossible engagements had earned her the rank of Jedi Knight.

Now, accompanied by a score of reverberating thunder, the hum of wind, a chaos of muffled voices… She stood by the sliding door that normally closed off the troop cargo hold of a Venator-class Star Destroyer, the RSD Tribunal, which was besieged by droid tri-ships and Vulture fighters as it awaited an order from High Command to begin its own descent through the jungle moon's dark and stormy roof.

Beside Ahsoka, and behind her, was a platoon of clone troopers, helmets fastened on their heads, blaster rifles cradled in their arms, ammo clips hanging from their belts, talking amongst themselves in the way veteran warriors usually do before going into combat. Easing doubts with private jokes, making references to things Ahsoka couldn't even superficially understand, beyond the fact that they were unpleasant.

The Star Destroyer's inertial compensators allowed them to stand in the hold without being buffeted by anti-aircraft blasts or shaken by the evasive maneuvers of the pilots steering the ship through storms of missile and plasma. The roar of forward engines and the slight thrashing of the starboard engine; the Tribunal, and the battle group she led, was taking as much punishment as the soldiers and crew who were driving it into combat.

The cloud cover was still thick despite the altitude of 400 meters above sea level. Ahsoka was not surprised that she could not even see her hand in front of her face. After all, they were still in a war, and she had been getting used to not seeing or knowing where they were going for three years. Plo Koon, her original Master, who brought her to the temple when she was three and taught her the basics of the Force, before assigning her to a different master when she finally became a padawan, used to tell her that the goal of meditation exercises was to be able to look clearly through the swirl of whiteness to see more.

Ahsoka was looking out over there, at the shadowed area that separated her from full contact with the Force. She must learn to ignore the clouds, so to speak. When she learned to do that, to look beyond and see the radiant image beyond, she would be a Master.

Ahsoka sensed that the clone troopers saw this war more clearly than she did, and that their vision had little to do with the visor systems in their helmets, with the filters that muffled the sharp smell in the air, with the headphones that muffled the sounds of explosions. They had been bred for war, and they probably considered her a madwoman for going into battle like that, dressed only in an outfit with exposed flesh and a robe, with a lightsaber and shoto for her only weapons.

Many of them were clever enough to make comparisons between the Force and their own plastoid shells, but there were very few who could distinguish between an armored Jedi and one who was not, between those who had an allegiance to the Force and those who had for one reason or another lost its comforting embrace.

Dxun's cloud layers finally thinned, veiling only the moon's thick jungles and spanning swamps. A sudden burst of brilliant light brought Ahsoka's attention to the sky. What had seemed like an exploding frigate was now the birth of a star, and for a moment the world was thrown off balance, only to snap back again. A circle of light formed in the clouds, the veil of reality was torn, and Ahsoka looked out upon a forest so deep in green that she could almost taste it.

Brave fighters darted through the trunks, and slender ships flew above the treetops.

But soon, her visions were dominated by a single figure, standing tall, reaching out a hand to tear away a curtain as black as night...

Ahsoka knew she had stepped out of time, into a truth beyond all understanding. It could be a vision of the end of the war, or of time itself. Whatever it was, it had the effect of calming her spirits, telling her she was where she was supposed to be. As much as the war had forced her to witness death and destruction, she was still bound to the Force, and it served her in its own limited way.

Then the sparse clouds conspired to obscure what had been revealed to her, to close the portal that an errant current had opened, as if seeking to thwart it. And Ahsoka found herself back where she had been before, gusts of warm, moist air tugging at the sleeves and hood of her gray robes.

"The Onderon Seps have done a fine job with their defenses," a voice told her in his left lekku. "They've created an impressive Air-defense. We employed the same tactic on Anaxes a few weeks back. We forced the Separatists to come into our Anti-ship defenses and hammered them. Then the Navy launched a pincer movement that finished them off."

Ahsoka laughed mirthlessly. "Glad to see you still appreciate the small joys in life, Captain."

"What else is there for us, General?"

Ahsoka couldn't make out his expression behind his tinted visor, but she knew that shared face as well as anyone who had fought in this war. The clone captain in charge of the 332nd Clone Company from Ahsoka's own own 32 had at some point taken the name Vaughn. Like with all clones, Ahsoka seemed to only come up just above their shoulders, and their armor was marred by brown rust where it wasn't nicked and dented. Clones rarely went a day without seeing any action.

Laser pistols hung from his hip, holstered in cartridge belts and, for reasons Ahsoka couldn't fathom, wearing a variation of the caped command tunic that was all the rage in this third year of the war. Markings on his torso said Vaughn had served in campaigns on many worlds, and he had the hardened demeanor of an ARC—an Advanced Recon Commando—even if he wasn't one, not to mention the demeanor of Jango Fett, the poster boy for all clones, whose headless body she'd seen in the holo-recordings of the Geonosian arena shortly after the battle, which she was not apart of.

"Sep guns must already have us in their sights," he said, as the LAAT Gunship continued its descent. The other transports breaking through the cloud cover were also met by missile bursts. Direct hits brought down two, four, and five ships, their flaming fuselages and shattered soldiers plummeting into the jungles below. A pod erupted from the nose of one LAAT, carrying its pilot and copilot to within a few feet of the water before being eviscerated by a heat-seeking missile.

As the pilots dumped their heavy load on the shore, narrowly avoiding a pair of shrapnel missiles, the gunship's armored turret gunners returned fire with blaster bolts as swarms of Onderonian interceptors came in waves to meet the Republic forces. Anti-laser spray in the air scattered the fire, but dozens of Separatist ships still succumbed to the massed missiles spewed from the rocket launchers mounted on the gunships' upper decks.

Onderon was a planet that has been racked by civil war. The planet joined the secession movement just before the Clone Wars started. But there were some within Onderon, including the King himself, who wanted to stay in the Republic. But seeing as how the Council of Lords, the real power on Onderon, the Military, and two-thirds of the populace wanted secession, Onderon left the Republic, and became a CIS fortress world deep in the heavily contested Inner Rim.

An insurrection was fomented on Onderon from the beginning, and the Republic did everything in their power to turn them into an effective fighting force, sending Jedi Master Rahm Kota to train the rebels, while the Republic Navy laid siege to the planet.

Now Ahsoka's forces were here to put an end to Onderon's troubles once and for all.

"High Command should have granted our request to bombard them from orbit," Vaughn said, his voice amplified.

"The idea is to take the moon, Captain, not vaporize it," Ahsoka said, her voice rising. Dxun had been offered several weeks to surrender, but the Republic ultimatum had expired. "Palpatine's desire to win the hearts and minds of the Separatist populations may not make much military sense, but it does make political sense."

Vaughn looked at her from behind his visor. "We're not interested in politics."

"Neither are the Jedi."

"Why do you fight if you weren't raised to do so?"

"To serve what's left of the Republic." The brief green vision of the end of the war returned to her, and she smiled ruefully. "The seps are retreating. Their leaders have been kicked out of every Core-ward world they called home. If that means anything, it means the end is near."

"The end of war, or of us fighting side by side?"

"The end of war, Captain."

"What will become of the Jedi then?"

"We'll do what we've always done:follow the Force."

"And the Grand Army?"

Ahsoka stared at him. "It will help us preserve the peace."

The Gunship shuddered from another blast.

Then a voice cut through the noise over the comm.

"We've got fliers all around us."

Through the slits in the sides of the door, Ahsoka could see dozens of B1-A aerial battle droids using their jetpacks to fly amongst the Gunships. They were wearing bulkier versions of regular battle droids, arms with wrist mounted blasters and small energy blades. They buzzed around the gunships, firing on them with their blasters. The gunships opened up their side hatches, so that the clones could fire out of the crew bays with their own blasters.

Many droids flew out of control after taking enough blaster fire, and began to spin out of control. But other droid fliers started to get lucky, hitting the engines and missile pods of the LAATs, where by they then spun out of control, trailing smoke and then turning into a fireball on the surface of Murkhana.

"Take those fliers out!" Ahsoka ordered her men before she hit the button for the side hatch, opening it up, allowing the wind to blow in with an ear-popping roar.

As the clones began to do as their brothers were doing, and personally fire on the flying droid pests that were bugging them, Vaughn and two others turned to look at Ahsoka stepping onto the edge.

"General, what the Hell are you doing?!" Her captain asked, shouting over the roar of the wind.

Ahsoka looked down, and saw dozens of gunships, and dozens of droid fliers, unfazed by the great distance to the desert floor. Then she looked over her shoulder.

She smiled.

"I'm going for a ride." She simply said, before jumping out the crew bay, and into the flak-filled sky.


The Gunship was gone, flashing by overhead in an instant.

Ahsoka's stomach lurched up to her throat as she began to plummet, the air ripping past her like a thousand tiny knives. She Fought to keep the content in her stomach down.

The second thing she noticed was the sound. The noise of rushing wind was nearly deafening.

Then, of coarse, was the battle all around her, as Gunships continued to fly through the flak-filled sky. She also saw the many aerial battle droids who continued to fly through the air, harassing the gunships, and periodically downing one.

Clones pointed their rifles out of the open slits in the side hatches, trying to shoot down the mechanical pests that buzzed all around.

That's when Ahsoka saw one gunship with its hatch blasted wide open, and aerial droids flew in, blasting the clones inside apart. Some clones fell out of the side hatches, while the others just fell to the deck, but not before downing several droids. But the aerial droids began to board the ship and step over the clone bodies.

Ahsoka's fury began to flare up. She couldn't allow this humiliation from the Sep forces to stand, or allow them to endanger the rest of her men by taking over that ship and doing Force-knows-what with it.

Readjusting her dissent, she aimed her fall at the open hatch of that Gunship. When she was close to the ship, she forced herself to assume the spread-eagle position that would slow down her dissent and stabilize her. She hovered next to it, and grabbed a safety handle on the side of the ship and then swung down into the open hatch, lifting her feet up to simultaneously kick two droids out of the side of the ship, before landing safely on the deck, surrounded by six more droid commandoes, who were about to execute two more surviving clone troopers.

She immediately ignited her two lightsabers, the green and yellow blades coming to life with a snap-hiss, and went to work hacking up the two droids on either side of her. Three more droid rushed to engage her, activating their personal shields and arm blades. But they were too close and she was still spinning and slicing. Their weapons were cut apart, and she leaned over, kicking one foot back, which connected with the commando droid's face behind her, kicking its head off, and used her hands to summon a force push the sent the headless commando droid in front of her back into the wall, all while she was balanced on one leg.

She turned to face her two remaining adversaries. One tried to tackle her, but she spun around and slashed it in two, before she delivered a force push that sent the pieces tumbling out of the open hatch. The last one also tried to slash her, but she flipped over him and slashed its jet-pack. The panicking droid was stunned when Ahsoka jumped onto his back, just as his malfunctioning jetpack blasted off, taking him and his Togrutan passenger for a ride, leaving the gunship and its stunned passengers behind.

Ahsoka then made sure that her panicking ride was pointed in the direction of their LZ, which was a Temple built into the side of a mountain that overlooked the swampy jungles of Dxun. It was the Tomb of Freedom Nadd, the burial site of the Sith Lord who ruled Onderon thousands of years ago.

'Fitting spot for an HQ.' She mused.

When she was close enough, she aimed for one of the gun emplacements that covered the beaches, and she jumped off, kicking the aerial droid into pile of artillery shells, where it met it fiery end, and took several cannons with it.

She then landed right in the middle of the beach, which was heavily protected by a defense line of battle droids.

They looked at her in confusion. But when they saw she had sabers, they went on the offensive.

Ahsoka smiled.

The fight was on.


The Tomb of Freedom Nadd was visible now, climbing into steep hills that rose from a long crescent of shoreline, the sheen of overlapping particle shields dulled by the gray underbelly of the clouds. Jedi Master Roan Shryne caught a fleeting glimpse of the murky lake before the gunship dropped to the crests of the frothing waves and altered course, pointing its blunt nose over the treetops and weaving through warheads fired from weapons emplacements that lined the shore.

Jedi Knight Roan Shryne was gazing at the landing platform when he felt someone begin to edge between him and his second in command Clone Commander Salvo, set on getting a better look through the open hatch.

Even before he saw the orange skin and horned tentacles, he knew it was Ahsoka Tano, slashing through a horde of battle droids, using a Jar'kai lightsaber form with her saber-shoto combo, amidst a raging inferno where the droid gun emplacements had been.

For the Jedi's benefit, the gunship pilot announced that they were closing on the jump site.

"Weapons check!" Commander Salvo said to the platoon. "Gas and packs!"

Shryne activated his saber and jumped out of the crew bay before it even started touching down.

"If you're determined to make yourself a target, Master Tano, at least wait until the rest of us hit the beach." Shryne said before his feet hit the ground and he ignited his saber to join her.

As the Jedi began to slash their way through, the Clones rappelled down from the hovering gunships and began to fan out and lay down devastating suppressive fire.

"Awh, you do care." Ahsoka mocked jovially.

A couple more Jedi joined the fray. The demands of the Outer Rim Sieges had drawn so many Jedi from Coruscant that the Temple was practically deserted.

The gunships began to move again, repulsorlifts engaged, they hovered. At the same time, hundreds of Separatist battle droids marched onto the beach, firing their blasters in unison.

The comm squawked, and the pilot said, "Droid buster away!"

A concussion-feedback weapon, the droid buster detonated at five meters above ground zero, flattening every droid within a radius of fifty meters. Similar explosions underscored the ingress of a dozen other gunships.

"Where were these weapons 2 years ago?" one of the troopers asked Salvo.

"Progress," the commander said. "All of a sudden we're winning the war in a week."

"That one was on the house. Good luck down there, General." The lead pilot said, before he and his brother pilots took off and ended back to the fleet.

Roan Shyrne and the rest of the Jedi formed up. He and Ahsoka Tan shared a look. She nodded. He looked back and around at the hundreds of clones who were raring to strike.

He thrust his blade in the air and pointed at the droid forces that were struggling to reorganize from the massive explosions that ripped trough their ranks earlier.

"ATTACK!"

And soon, a wave of white armor and several multi-colored blades were washing over the remaining droids, and blue plasma bolts ripped through the air, vastly outnumbering the red ones that challenged them from the steps and ramparts of the Tomb.


Thirty minutes later, the Republic forces had secured the Tomb and were already repurposing it to suit their needs. Several small pre-fab buildings and tents were set up, including a field hospital and a command center.

Several Clone squads were out on patrol, pushing the perimeter forward and engaging droid squads that were too curious. all the gun batteries and Starfighter bases on the surface of Onderon, the Republic forces in orbit wouldn't be making much headway.

As the six Jedi in charge of the operation poured over the holo-map of the area. Being them, the blast door opened and through the opening hastened four members of a Clone Shadow Trooper team, with a local in tow.

Unlike the regular troopers, the commandos wore black armor and had red visors, they carried lighter weapons. Meant for scouting and espionage, their suits allowed them to blend in with every environment, revealing themselves only when they felt like it.

The local they had with them was a human with brown and green camouflaged fatigues.

The commando squad leader went immediately to Salvo.

"Ion Team, Commander, attached to the Twenty-second." Turning slightly in Shryne's direction, the commando nodded his helmeted head.

"Welcome to Dxun, General Shryne."

Climber lifted his helmet faceplate to the gray sky. "A good day for fighting, General."

"I'll take your word for it," Shryne said.

"Make your report, squad leader," Salvo interrupted.

Climber turned to the commander. "The Onderonians are dug in, and they don't seem happy about us capturing their moon." He beckoned the local forward to meet the Jedi. "Meet Idis. Distinguished member of the Onderon Royal Militia."

"The insurgents," Ahsoka explained aloud.

"That's right. We caught him making his way to our camp," Climber continued.

The man stepped forward. He looked like he hadn't slept in days, and had patches of uneven hair all over his chin.

"I'm here on behalf of the people of Onderon, and their King. General Kota has the men ready to strike. He sent me and my men to Dxun to inform you that their plan is ready for execution."

"Why are you here by yourself?" Ahsoka asked.

The man lowered his eyes and shook his head. "They didn't make it. Seps got most of them. The jungle took the rest. I've been on my own for a couple days."

"Sorry to hear that," Master Roan said. "Rest assured, it will not have been in vain."

A clone comlink specialist turned in his seat. "Generals, message from RSV Gallant. The Sep fleet is preparing to counterattack. They're doing their best to hold them off, but they won't stop the seps from deploying to the surface of the moon."

Ahsoka and Roan shared a look before turning to their men.

"Captain Climber, gather the rest of your team. General Tano will join you." Roan said. "You're going to delay their advance as long as possible. The rest of us will stay here and maintain the perimeter. We need to make sure this site is still open for our reinforcements."

Ahsoka nodded. "Yes Master Shryne. May the Force be with you."

"And with you," he responded, before they went about their separate ways.

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Well folks, that was the revised chapter one for my Onderon rebellion arc.

Hope you enjoyed.

Until next time, Grubkiller out.