Answers to reviews:

Guest02957: Thanks.

Arbiter3670: Thanks.

Mandalore the Survivor: You'll have to see what happens as the story progresses.

Lupus: I may have him use a red and a purple Lightsaber like Revan did.

3bodyjaa: So do I.

Disclaimer: I do not own Star Wars: The Clone Wars. I only own the OC Jayden Shan.


CC-7567, also known as Clone Captain Rex, was a leading figure in the 501st Legion. Often found working directly with Anakin, he was the team leader for a Clone squad known as Torrent Company. He led his team with diligence and expertise, skills honed over months of engagement after engagement with Anakin Skywalker leading the way. Currently in command of a multi-step early-warning system, he finished checking in with his men just as Anakin arrived with Ahsoka in tow.

"What's the status, Rex?" He questioned.

"Quieter for now, sir. They're gearing up for another assault. In the meanwhile, some damn sniper keeps picking off stray men on the ground. We've been trying to pinpoint the location without much luck." The Captain reported. It was then he spied the brightly shaded Togruta teen by his side. "Who's the Youngling?" He wondered, arching a bleach-blonde eyebrow.

"I'm Master Skywalker's Padawan. The name's Ahsoka Tano." Ahsoka eagerly introduced.

"Sir, I thought you said you'd never have a Padawan?" Rex queried, now even more confused.

"Someone must have fouled up the flimsi, the youngling isn't with me." Anakin replied with a sigh. As soon as the battalion was relieved, he was determined he would pack Ahsoka off to the Temple again. "I don't have a Padawan. I can't have a Padawan. There's normally at least some discussion about this kind of thing first." Ahsoka stepped in front of him.

"Hey! Stop calling me that! I'm still here, Skyguy. Stop talking about me as if I'm not." She exclaimed, sounding hurt. Hearing the nickname, Rex burst into chuckles as Anakin turned indignantly to her, refusing to be so blatantly disrespected in front of his men.

"Skyguy." Rex took off his helmet and laughed. "Skyguy…" It caught on and soon the rest of his men were chuckling. Anakin wasn't in the mood, in fact he was fuming now. He fixed Ahsoka with a don't-mess-with-me look.

"What did you call me? Look, don't get snippy with me, youngling! You know, I don't think you're even old enough to be a Padawan."

Ahsoka merely gave her new Master a smug look as she crossed her arms. "Maybe I'm not, but Master Yoda thinks I am."

Anakin grumbled to himself before giving her a slightly hard, annoyed look. "Well, you're not with Master Yoda now. So if you're ready, you better start proving it." He gestured to the Clone Captain beside him. "Captain Rex can show you how a little respect can go a long way."

Rex was surprised and a little caught off-guard to have Ahsoka basically dumped on him by Anakin, though he wasn't going to be disrespectful to the kid. She already earned several points in his book with her nickname for Anakin, the same could be said for the other men. "Uh... right." Composing himself, Rex gestured for Ahsoka to follow. "Come on, Youngling."

"Padawan." Ahsoka said through gritted teeth as she walked past Anakin and past Rex, who gave Anakin a look but the General just shrugged half-heartedly. Rex kept in a sigh before following Ahsoka.


Rex picked his way through the rubble of what had once been a beautiful city square, Skywalker's new Padawan at his side.

He hoped she was grateful for a hasty exit. He wondered if she realized that Skywalker didn't suffer fools gladly, and that if she'd pushed him much further, she'd have learned that the hard way. The men liked Skywalker; he was a soldier's soldier, someone who understood the troops, but-no, and he had that edge to him. Rex didn't see it as a failing. There was no but. It was a necessity in a good officer. You had to know who was boss.

The two strode side by side down the army's supply depot, Ahsoka dutifully following Rex to check on the men and equipment that was now equally under her command. Regardless of what Anakin or anyone else had to say, she was here now and here to stay. Ahsoka paused and looked up at the Clone. "Shouldn't you be wearing your helmet?" Rex's boots crunched on a shattered marble relief that looked like part of the fountain.

"I've got my comm earpiece." He replied, tapped his ear. He thought she wanted to learn standard operating procedures. "And we're monitoring for snipers."

"Have you thought about moving that line back, Captain? They'd have better cover that way." She queried. Rex gave her comment some thought, but not in the way she would've likely wanted. Maybe he was overestimating the scope of the teachable moment. This wasn't a clone kid. She was a know-all, or at least too scared to admit she didn't know much. He had to deal with it, or Skywalker would have his hands full.

"Thanks for the suggestion, but General Skywalker thinks they're fine where they are."

"But they need cover." Ahsoka countered.

"They also need range." Rex quickly replied, shutting down any further debate on the matter. That didn't stop her from trying, though.

"What if I gave you an order to move the cannons? You're a captain… and I'm a Jedi then, technically, I outrank you, right?"

"Technically, you're only a youngling." Rex casually responded.

"Padawan!" Ahsoka hissed, tired of being referred to in such a demeaning way. She looked as if she was going to continue, but she stopped of her own accord. Rex didn't need to interrupt her. It was as good a time as any to do what a fellow Clone captain called picturizing, a lovely mild word for putting someone in their place.

"In my book, experience outranks everything." Rex sagely replied. "You may be my commanding office. But that doesn't mean I have to approve everything you say. Look, littl'un," he offered, "why don't I explain how things are in the real world?" Ahsoka bristled visibly. Rex had never served with Togrutas before, so he wasn't sure what was normal for their youngsters. But he knew how a Jedi should behave, and she wasn't doing it.

"I still think-" This time, he did interrupt.

"Are you scared?"

"No!" Ahsoka exclaimed, sounding partly offended he would even think her to be scared.

"Well, you should be. Because if you're not scared in a war, then you haven't grasped the severity of your situation." Rex sat down on a chunk of masonry so he was at eye level with her. He preferred training by example, but that would have involved letting her get blown up, and he had to cut her some slack. She was just a kid, full of a kid's weird mix of uncertainty and overconfidence about a brand-new rank, as if it would stop a blaster bolt if she brandished it enough. "I take my orders from General Skywalker. It's called the chain of command, and it matters, because we all have to be clear who's in charge, or else we'll be running around like nuna. And you take your orders from him, too, because you're his Padawan. With me so far?" That defiant jut of her chin had receded a little.

"Yes, Captain." She mumbled.

"Want to learn the most important things about being a soldier? I mean the things they don't teach you at the Temple." He queried. Ahsoka looked up, bright white brow marking arched in confusion.

"How would you know what they teach Jedi?" She asked.

"By watching you." Rex replied.

"Okay." Ahsoka dropped her chin another fraction. "Experience matters." Rex ratcheted back a few notches. There was no point rubbing a kid's nose in it. You had to climb down with them.

"One," he began, "orders. You follow orders. They keep you alive. Two, you're part of a team. We look out for our buddies. I cover your back, you cover mine. And three, an officer rank doesn't give you automatic respect. You earn it. It's not just Skywalker's rank that makes us give him one-hundred percent. It's because he treats us with respect, and he puts himself on the line with us." Rex paused to let it sink in. He took a guess that she wanted desperately to be taken seriously, and treated like an adult. She'd grow up all too soon in this war anyway.

Togrutas had head-tails, but unlike Twi'leks, Togrutas had three, much shorter than the twin Twi'lek lekku. Ahsoka's now hung down in front of her shoulders in a way that made her look crestfallen. "That makes sense," she said at last.

"So… are you scared?" Rex repeated. Ahsoka nodded, going along with what he had to say.

"Yes. Are you?"

"You bet." Rex answered.

"But you're all bred to be fearless." Ahsoka pressed. Rex laughed.

"All HoloNet big-talk." He replied with a dismissive wave of his hand. "Now… Do we have an understanding, Padawan?" He wondered. Ahsoka connected the dots.

"Yes, Captain." She smiled back, restrained at first, then with a broad grin; yes, Togrutas did have the sharp predator's teeth of their ancestors. But the poor kid must have felt terribly alone right then. "There's nothing quite like experience. And if experience outranks everything, then I guess I better start getting some."

"Good. Come on, let's walk the perimeter." Rex stood up and beckoned her to follow. He could hear the local comm traffic in his earpiece; no droid activity, not yet. That worried him more than it comforted him. The droids would be back. He ran through the contingency plans in his head, the last-ditch defense they might have to put into operation if they weren't relieved soon. "At least we don't have to worry about civilians. That's the worst thing when you're fighting in an urban area-the risk of civvy casualties. That limits our attack. The tinnies don't have any feelings about killing noncombatants, of course, and they just keep shelling, so we're handicapped by our rules of engagement."

A small creature, nothing Rex could identify, shot out from the rubble and raced away from them. Ahsoka's head jerked around; her eyes never left the creature as she walked, her head eerily steady, unnaturally steady, the whole time. It was a hard-wired reflex reaction to rapid movements. In that moment, Rex saw her for what she was: still a predator, a fast and precise hunter, just as he was the agile, opportunistic, cooperative team animal his ancestors had been. In a war like this, a predator was a great asset. She's got the right stuff. Let's hope we can keep her from killing herself proving it. Ηe internalized.

Then she scanned the horizon slowly, her huge eyes slightly narrowed. Of course; she'd have terrific long-distance vision, a legacy of her predator heritage. Then she pointed, extending her arm slowly. "What's that?" She wondered. Rex hadn't noticed it before. From the sudden burst of comm chatter in his ear, the forward ops post had spotted it at the same time Ahsoka had. It was a huge orange ball, translucent and glowing slightly as it slowly swallowed buildings on the far edge of the city.

It was moving… no; it was expanding.

Rex's stomach knotted, brows knit tightly the moment he recognized the object in question.

"Not good. That's going to make things damned near impossible." He realized.

"What is it?" Ahsoka pressed. Through the Force, she could sense his emotions. He didn't like this, the situation had changed for the worse according to him.

"It's an energy shield." He described, turning back towards the battalion's makeshift operating base. "There goes our edge. Cannon won't penetrate that. And we don't have the numbers to keep the droids pinned down." He muttered, concern rife in his voice. "Come on, back to base."

"But you've got a plan, right?" Ahsoka wondered as she hurried to keep up.

"We've always got a plan. And another… and another. Just have to keep trying until we find one that works, and hope we don't die before that." Rex grimly replied. She trotted after him and broke into a run.

"Master Yoda might get support here in time." She offered hopefully. Rex appreciated he thought, but the reality was far bleaker than that. He paused to watch the expanding sphere for a few moments, estimating the speed of advance. It would overwhelm them long before anyone flew to the rescue.

"Well, you need experience, littl'un. Here's where you start getting it."

"Don't worry, I'll watch your back." Rex smiled. He didn't doubt it.

"And I'll watch yours," He promised.


The Jedi and Rex quickly drew up battle plans at the base holotable, analyzing the unfolding situation. The holochart of Crystal City made the Separatists' strategy painfully clear, Anakin watching the moving points of light that indicated droid troops. They were advancing behind the leading edge of the energy shield, moving back into the center of the city. One column was heading straight for the artillery position in the square. The Knight grimaced, he felt helpless and he didn't handle helpless well.

Kenobi tilted his head slightly to one side. "It's hard to pin-point the field generator precisely, but it's got to be in this area somewhere. The field's elliptical, which means it's probably within this radius. They're slowly increasing the diameter, and keeping it just ahead of their troops." He prodded his forefinger into the meshwork of light and made a loop to indicate the range of positions. "Cannon's not going to make a dent in that, so I say we save our ordnance for later. In the meantime, all we can do is try to engage them in confined spaces."

"We'll draw them into the buildings," Rex suggested, "they've got to find us to fight us. They can't fire their own cannon from inside the shield, so let's make their defenses work against them. That might level the playing field a bit." Kenobi and Skywalker nodded in approval while Ahsoka watched in silence. She circled around the men, trying to get a look at the map. Anakin wondered what Rex had said to her to subdue her annoying ebullience. She seemed to be calculating, eyes darting from one side of the holochart to the other.

"Why don't we just take out the generator?" She wondered. She seemed to be asking Rex. "Or is it not that simple?"

"Correct. It's not that simple." Anakin remarked.

"For starters, it's a suicide mission." Rex replied. "Not that I couldn't get plenty of volunteers from the ranks, but we'd probably waste a lot of men getting nowhere, and at least we know we stand a chance if we can pin down the tinnies inside buildings. They're not good at fighting house-to-house."

"I could do it." Ahsoka proposed. "Let me try, Skyguy." Rex gave her a look that Anakin couldn't quite read, but it wasn't annoyance. A quick search with the Force revealed the truth to him; a kind of sad guilt.

"You don't have to prove anything, littl'un," Rex said quietly.

"I can do it. I know I can. I'm small and I'm fast." Ahsoka responded, her voice strong but filled not with confidence but urgency. She lowered her chin slightly. "And where better to use Jedi skills?"

"Well, I, for one, agree with her." Anakin quietly said, barely able to believe he was agreeing with this girl. "Someone has to get to that shield generator and destroy it. That's the key."

"Right, then." Obi-Wan mused, stroking his beard as he pondered the potential solution. "Maybe you two can tiptoe through the enemy lines and solve this particular problem together." He determined. "Take Ahsoka and penetrate their lines. If Rex and I can stage a diversion here," he stabbed his finger into the holochart again, pointing at a specific street, "you two might have a chance to slip through their lines undetected… here." His fingertips gestured to a bridge that the droid army was quickly approaching.

"They won't have much time. The droids far outnumber us," Rex cautioned, "and our ability to street-fight is limited without the use of heavy cannons. They will march forward under the protection of their shield until they are right on top of our cannons… then they'll blow them away. We'll need to defend the artillery position, sir," Rex said. "But if we can't draw them into the buildings, they'll just roll right down the street and destroy our big guns and there'll be very little we can do about it. And then it'll be endex for all of us." His tone was grim but accurate.

"I can do it." Ahsoka promised. She shot Anakin a glance. "We can do it." Obi-Wan made no further comment and he walked away to the comm console to talk to Commander Cody. Ahsoka seemed engrossed in the chart, and increased the magnification to show individual streets as if she was planning a route. Anakin took a few paces and stood in the doorway, then gave Rex a discreet jerk of his head to indicate he wanted to talk to him.

"Don't tell me you're capable of using a mind trick, Rex," Anakin quietly remarked, "but it's impressive, whatever you did." He gestured to Ahsoka and the captain clued in.

"Okay, I might have overdone the pep talk on how to be a good officer, sir." He confessed.

"Overdo it? You can tell it worked, I'd call that a resounding success." Anakin responded.

"She's desperate to get it right. I'd hate to think I made her feel she has to do something suicidal to earn my respect." Rex added with a sigh.

"She's not a passenger, Rex. If she can pull her weight, she has to. She's no less expendable than me or you in this war." Anakin said, truly but harshly. Rex could play deadpan with the best of them, but he couldn't suppress pupil movement. He looked a little awkward for a moment.

"Okay, sir." He relented at length. Anakin turned, walked over to Ahsoka, and caught her by the shoulder.

"If we survive this, Snips, you and I are going to have a nice long talk." He hissed into her montral. The Togruta shot him a bewildered look.

"Snips?" She repeated indignantly.

"That's what you get for being snippy. Got it?" Anakin elaborated, his features hard and his expression stern. Ahsoka nodded meekly. Clearly there was no arguing with him.

"Got it, Master. Let's go." She affirmed in a slightly more subdued tone. She almost bounced as she walked. He hoped she wasn't excited, as if this were some game, and he tested the eddies in the Force around her to discover her state of mind.

To his surprise, he learned she was scared.

Anakin tried to recall how he'd felt when he walked into hostile situations at her age. It was hard to remember; there were headline events in his past that he recalled all too clearly, because the pain was still there. But it had never gone away, so he hadn't had a chance to forget. I'm twenty. It feels like… forever.

The duo moved out as Rex threw on his helmet and made his way over to Kenobi, casting a glance at the pair of Jedi as he approached Obi-Wan. "They make quite a pair, don't they, sir?" He mused aloud. Shooting a glance over his shoulder to confirm the subject in question, Obi-Wan caught sight of the two breaking into runs.

"Like siblings in a way." He concurred.

"You think they have a chance?" Rex wondered offhandedly.

"They better." Obi-Wan said, his tone sinking to a serious level. "If they can't turn off that shield generator before it reaches the heavy cannons… there'll be no escape for any of us."


Later

Ahsoka knew she had messed up. While Obi-Wan distracted Whorm Loathsome, Anakin and Ahsoka snuck behind the energy shield through hiding in a crate. However, the moment she triggered the concealed LR-57 combat droids, she knew she had messed up.

But there was a slim chance for redemption if she proved she could handle herself by fixing her mistakes. When a security droid attacked her from behind, she used her impressive agility to vault over it as her lightsaber blade hacked through its torso. The droid fell into pieces, it's drum-shaped upper half sent rolling across the ground… where it triggered dozens of sensory spines that caused more droids to sprout up from the ground. Anakin shot her a condescending look as the droids linked up with the existing masses.

"Sorry!" She apologized.

"Whose side are you on, anyway?!" Anakin snapped, now faced with a veritable army of LR-57 droids. "Set those charges! Now!"

Ahsoka sprinted for the generator while Anakin returned his attention to the LR-57 droids, Lightsaber gripped tightly in the opening stance of Form IV, also known as Ataru. It's an aggressive form of Lightsaber combat relying on a combination of speed and agility. Both of which Anakin had and will use as the droids got closer.

Slinging off her pack with a sinking feeling in the pit of her stomach, Ahsoka pulled out and slapped hemispherical magnetic charges on the flat surfaces. She scaled the structure and laid charges on the roof.

"I could use a little help!" Anakin yelled to her, his blade a sapphire blur as he deflected dozens of incoming blaster rounds.

Ahsoka looked around before noticing Anakin backing up to a wall and an idea came to mind, one she figured that would impress Anakin and save his life in the process.

"Skyguy! Don't move!" She called out, using the Force to grasp the standing piece with a singular hole that might just be big enough. With a tug from both hands, the wall began to fall and Anakin looked back just in time to get the scare of his life.

"What? No no no no no!" He reflexively covered his head, plunged into rumbling shadow. His instinct made him duck and cover his head, still clutching his lightsaber. A whump like an explosion hit him and he couldn't breathe; he was sucking in choking dust. Something hit him in the leg. Grit peppered his face. He spat and coughed, trying to gulp in clean air, but there wasn't any. The sun had vanished. He struggled in a gray, smothering fog.

I'm dead, I'm dead, what a stupid way to go... He thought, offering one final belated curse for having been shackled with this girl.

It took Anakin a few moments to realize that the wall hadn't crushed him. He found himself squatting in a well of clear ground a little wider than his shoulders, surrounded by rubble and metal. A droid's arm was flailing, making a repetitive urr-urr-urr noise as its servos struggled. He spat and gasped. He felt as if he'd inhaled every scrap of pulverized permacrete on the planet.

Ahsoka's angles had been correct and the solid piece crushed the droids surrounding him. But he wasn't dead. The kinetic force of the collapsing wall had effectively detonated a small bomb in his face, but he was alive. And the droids weren't. Anakin's heart was still pounding despite the fact he was alive and unhurt, the sound so loud in his ears he barely heard the Togruta calling to him. Anakin looked up to see an outline of a small figure with head-tails. His eyelashes were caked with dust. Something scratched his eyeball. He spat on his finger instinctively to wipe his eye clear, but doing that just ground more debris into it.

"You could've gotten me killed!" He shouted with an angry snarl, ridding the adrenaline rush powering his emotions.

"I know what I'm doing!" Ahsoka retorted. "I'm a Togruta. We've got much better visuospatial awareness than humans. I knew the window gap would clear you... as long as you stood still, anyway." She peered down at him. He could see her better now. His eyes were running with tears from the irritating grit. "We've got to get clear before I can detonate the charges." Anakin felt both angry and churlishly ungrateful at once. She'd saved his life. How many times had he calculated a lightsaber sweep so finely that it almost shaved an ally to take out an enemy?

"I had everything under control!" Anakin growled as he stalked past her.

"Oh, is that why you asked me for help?!" Ahsoka retorted. "I just saved your life! A little 'thank you' wouldn't hurt!" With an angry huff, Anakin examined the generator.

"Did you get the charges set?" He asked.

"Yes."

"Then what are you waiting for?!" He snapped. Lifting her forearm, Ahsoka toggled the remote trigger on her glove, prompting a massive explosion from the thermal detonators as they destroyed the generator… all while Knight and Padawan angrily glared at each other.


With the shield done, the Republic army attacked with their cannons. They destroued various battle droids and AAT tanks in the process as Republic gunships arrived, carrying reinforcements.

Anakin watched from where he stood as victory was ensured for the Republic. He glanced over to where he saw Ahsoka, who was sitting down with a disappointed look on her face. He could sense it, she was disappointed in herself. He could sense her thoughts, she had been overlooked before, no other Jedi Knight wanted her as a Padawan, and that Anakin would probably end her back to the Jedi Temple.

At first, Anakin didn't like the idea of taking on a Padawan, but now that he was a lot more calmer and able to comprehend this in his mind without the thought of war taking most of his attention right now, he came to a better understanding of the matter at hand.

He walked over and sat down beside her, a quiet silence between them before Anakin broke it. "You're reckless, little one. You never would have made it as Obi-Wan's Padawan."

Ahsoka shut her eyes, trying to fight the tears at Anakin's words.

"But you might make it as mine."

Her head darted up at the words, wide eyes of surprise turning to Anakin as he shot her a soft smirk of acceptance. A smile tugged at the corners of her mouth, joy welling up within her and chasing away her despair. "Come on, Padawan." He urged, standing up and making for an arriving LAAT transport where a waiting Rex was ready to greet them. Quickly springing to her feet, Ahsoka hurried after him with a skip in her step, grinning from lekku to lekku. She hopped in the ship as it took off, Rex nodding a little as he spied their handiwork.

"Nice work, General Skywalker." He praised before his gaze turned to Ahsoka. "You too, little'un." Ahsoka grinned.

Maybe things were going to be just fine after all.


And that's it for this chapter in the Clone Wars (film) arc.