The Shadow of Vader

Disclaimer: Star Wars, and all its characters are the sole property of George Lucas.

I have been posting this story on under the same username,and it is much further along there. It has not been altered during the process of posting it here as well.

Title: The Shadow of Vader

Author: Darth Vastor

Timeframe: AU

Genre: Action/Adventure/Romance

Characters: Anakin, Obi-Wan, Palpatine, Padmé, Yoda, Mace, Sabé, etc.

Summary: This story is a an Alternate Universe in which Obi-Wan Kenobi takes a dark path and becomes the Sith Lord and Anakin Skywalker resists the temptation and stays true to the Light Side of the Force. The story will follow the plot of ROTS in the beginning before diverging later into the story.

Chapter 1

"Lock onto him, Artoo."

Jedi Knight Anakin Skywalker's eyes followed the droid starfighter that R2-D2 had designated. He guided his ship up and to the right, firing his lasers as he did so. The shot streaked into space toward the droid, coming from an angle that the droid had no hope on anticipating, let alone avoiding. By the time its sensors alerted it to the threat, it had approximately four-tenths of a second to react. Not even droids are that fast.

Anakin grinned as he flew through the cloud of expanding debris and Artoo chattered in exictment. This was what he was most comfortable doing: flying. Something he had been doing since before he could walk. Encased in his modified starfighter, he was invincible, and he was at peace. Unlike someone I know, he smiled.

The voice of said person startled him out of his reverie.

"Look out, four droids inbound!" the voice warned in clipped Coruscanti, a voice that Anakin knew as well as his own: his best friend, and former Jedi Master, Obi-Wan Kenobi.

"Not a problem, Master," Anakin said, grinning. "I have a few tricks up my sleeve."

"Oh no," Obi-Wan shot back. "I recall you saying the same thing on Cato Nemodia before the … incident."

"Master, will you ever let that go?"

"Never. It allows me to reign you in whenever I need it."

Anakin gunned his engine, soaring right into the middle of the droids. "Trust me."

"I do," Obi-Wan said resignedly. "But that doesn't stop me from worrying."

Anakin's maneuver startled the droids so badly that they swiveled their laser cannons and began firing at him blindly. Anakin pulled his starfighter out with a quick turn and thrust of his engines, and the droids cut themselves to pieces with their own fire.

Anakin turned his head toward Obi-Wan's starfighter. "See?"

"Good job," Obi-Wan admitted. "Is Grievous's command ship anywhere near here?"

"It's dead ahead, Master," Anakin checked his display. "The one crawling with Vulture Droids."

Obi-Wan's voice was filled with sarcasm. "I see it. Oh, this is going to be easy!"

He turned his communicator to Red Squadron's frequency. "Odd Ball, do you copy?"

"Copy, Red Leader." Odd Ball, the clone leader of the squadron assigned to assist Obi-Wan and Anakin on their mission, had served with the two Jedi on several missions. Anakin had never understood why the clone had picked Odd Ball as his call signal, as he didn't seem to different from any other clone, other than his formidable piloting skills. Maybe it was because Odd Ball was easier to say than Clone Pilot AD-4587. If they both survived this battle, he would ask him. "Locking S-foils in attack position."

A swarm of droid starfighters and trifighters took off from the command ship and closed in on the small, determined group. The fighters outnumbered the Jedi and their clone allies by at least ten to one. Odds most sane beings in the galaxy would consider impossible. But the word impossible was not a part of Anakin Skywalker and Obi-Wan Kenobi's vocabulary.

Anakin smiled. "This is where the fun begins."

There weren't many things in the galaxy that could rattle Obi-Wan Kenobi. When he was only 18 years old he had defeated a Sith Lord. He had battled the most deadly man in the galaxy in Jango Fett and emerged unscathed. He had pulled himself out of too many death-defying situations to count. But he still felt uneasy in the cockpit of a starfighter. Having over a hundred droids trying to reduce him to his elemental atoms beyond the reach of his lightsaber wasn't helping either.

If we survive this, I'm requesting a permanent ground assignment, he thought to himself as he jinked and juked to avoid the killing beams of red light. A quick reverse thrust and a barrel roll had him behind the offending droids, and with a few laser blasts, three droids disappeared in a flash of light.

Only about a thousand more to go.

Obi-Wan looked over at Anakin's starfighter. His former padawan was having no problem dealing with his attackers, a trail of destroyed droids marked his path. But now four more fighters were closing in on him, in addition to the four already on his tail. Obi-Wan shouted out a warning. "You have four more incoming! Break high and right."

"I'm going low and left," came Anakin's reply.

Great. Low and left meant skimming the surface of a gigantic Trade Federation battle cruiser and entering a narrow trench, drawing the fire of its massive turbolaser batteries. Already a difficult mission, and now my former padawan is exhibiting suicidal tendencies. He still has much to learn. Obi-Wan followed, taking potshots at Anakin's pursuers.

Amazingly, Anakin got through cleanly, losing all his pursuit in the process. The duo sped away from the cruiser just as it was caught on both sides by fire from Republic gunships and broke apart.

"Don't scare me like that again," Obi-Wan instructed his brash friend.

"Come on Master," Anakin laughed, "You wouldn't want this rescue to be boring, would you?"

"Absolutely not," Obi-Wan returned the laugh, his anger with Anakin having lasted all of two seconds. "But there's plenty more excitement up ahead."

They continued their frantic flight toward Grievous's ship. Weapon bursts increased fivefold, taking out several of the clones covering them. Skilled as they wer, the remaining pilots wouldn't last much longer.

"I'm going back to help them," Anakin declared.

"No," Obi-Wan instructed firmly. "They're doing their job so that we can do ours. Head for the command ship." He felt a wave of pride at Anakin's unwillingness to abandon his comrades, and for a moment a surge of anger as another clone fighter broke apart and its pilot spun off into space. He quickly dispelled the feeling. It was war, and people would die. By completing this mission, they would take another step toward ending the war and bringing a halt to the pointless death.

There is no emotion, there is peace…

A Vulture Droid launched its payload of four missiles at the two Jedi. Anakin effortlessly spun his ship into a tight roll, causing the two missiles pursuing him to collide and detonate. Obi-Wan was having trouble shaking his until they collided with what appeared to be debris and blew up. This proved to be a mixed blessing, as the containers burst open to reveal a swarm of buzz droids, which landed on Obi-Wan's ship and began to tear it apart.

"Arfour, be careful!" Obi-Wan instructed his astromech. " You've got one on your…" The little droid's head went flying off into space. "Oh dear."

"Move to the right so that I can get a clear shot at them," Anakin instructed his master. Obi-Wan complied, and Anakin fired a salvo that took off a few droids but also the wing of Obi-Wan's starfighter.

"Stop it! You're not helping!" Obi-Wan's voice carried a hint of annoyance.

"I agree. Bad idea." Anakin swooped in and began to scrape the buzz droids off Obi-Wan's ship using the wing of his fighter. Obi-Wan's ship jolted from the impact. He called out to Anakin.

"Get out of here! There's nothing more you can do."

"I'm not leaving without you, Master," Anakin relied, leaving no room for argument. His best friend, beloved master, and father figure was not going to die at the claws of a few oversized can openers.

Another collision rocked Obi-Wan ship, dislodging all but one of the buzz droids, which scurried onto Anakin's ship and was quickly disposed of by Artoo. "The General's command ship is dead ahead, Master. Head for the hanger," Anakin announced when he assured himself that Obi-Wan was out of danger.

"Well, have you noticed that the shields are still up?" Obi-Wan exclaimed incredulously. So much for assurance.

"Sorry, Master," Anakin took aim at the shield generator and fired. The resulting explosion caused the purple field to wink out of existence, sucking battle droids out into space. Almost immediately, a blast shield began to close over the open hanger. Anakin aimed his ship at the rapidly disappearing gap and gunned his engine for all it was worth. Obi-Wan followed, trying to hold on to his stomach.

"Oh, I have a bad feeling about this!"

The two Jedi craft skidded along the floor of the hanger, throwing up a colossal shower of sparks. Obi-Wan wasted no time in ditching his disintegrating vessel, leaping out, igniting his lightsaber, and cutting down two droids all in one smooth motion. Anakin quickly followed. The pair made very short work of all the droids in the hanger.

"Artoo," Obi-Wan instructed, "Locate the Chancellor."

While the little droid made his way over to the computer terminal, Obi-Wan looked over at Anakin and grinned. His former padawan returned the gesture with a cocky smirk of his own. Obi-Wan immediately felt at ease, the trials of their recent flight washed away. No task was too much for the two of them, bonded by brotherly affection, countless hours of training, and perilous missions. Bring on the Confederacy, bring on the Sith, Anakin Skywalker and Obi-Wan Kenobi would emerge victorious; wearing the same confident smiles as before.

The moment was broken by R2-D2's excited beeping. He had pinpointed the Chancellor's tracking signal. Artoo projected a 3-D image of the The Invisible Hand, with dots representing the Chancellor's location and their current position in the hanger. A solid line marked the best route.

Obi-Wan pointed to Palpatine's dot. "The Chancellor's signal is coming from the observation platform at the top of that spire."

Anakin frowned and stretched out with the Force. He touched the Chancellor's mind and gathered that the estimable leader of the Republic was confused and defiant, but unhurt. He also felt another presence, a dark, roiling power that he knew all too well.

Anakin's frown quickly became a grim look of resolve. "I sense Count Dooku."

Obi-Wan reached out briefly and then pulled back. "I sense a trap."

Anakin shifted his grip on his lightsaber. "Next move?"

Obi-Wan grinned. "Spring the trap."

Obi-Wan and Anakin stepped off of the elevator on the highest level of the Invisible Hand's observation spire. They moved warily, checking around corners and covering each other, alert for a possible ambush. They were taking no chances, having already had to endure a few surprises including an ambush by Greivous's MagnaGuard droids, a swim through the ship's fuel line that had resulted in a huge explosion, and the ups and downs of the ship's turbolifts. Despite the seriousness of the situation, Anakin could not resist making a comment.

"Excellent choice of escape route, Master. If I had known we would have to swim through starship fuel, I would have brought an extra set of robes."

Obi-Wan rolled his eyes and returned the jibe. "And if I had known that your droid have given us such trouble in the elevators, I would have taken the stairs."

Anakin nodded in agreement. "Touché."

"Indeed," Obi-Wan replied, "Now focus."

They reached the door to the observation platform and opened it easily. Three walls of windows gave a spectacular view of the raging battle outside, but Anakin was focused on the erect figure of the Chancellor, shackled in a throne-like chair. The two Jedi quickly made their way down the stairs and over to him.

Obi-Wan, ever formal, bowed respectfully. "Chancellor."

Anakin spoke in a much more familiar way, concern for his old friend slipping into his tone. "Are you alright?"

Palpatine's face remained motionless, watching the raised entry platform.

"Chancellor?" Anakin inquired.

Chancellor Palpatine turned his face to Anakin, seeming to notice him for the first time. "Count Dooku."

Anakin and Obi-Wan turned to face the door in time to see the leader of the Confederacy of Independent Systems march through it, flanked by a pair of super battle droids. He flipped effortlessly over the railing and made straight for them. One hand rested lightly on his lightsaber.

Seeing the Sith Lord stride confidently toward them, Anakin felt a burst of hot anger rush through him, a hungry flame from the dragon in his chest that he had enticed into slumber. This man had betrayed the Jedi and the Republic, taken his hand, and plunged the galaxy into a war that had caused the deaths of millions. Anakin flexed his artificial right hand, a reminder of his last encounter with Dooku. He forcibly restrained himself from charging forward and hacking the man's head off; that angry impulse was what had cost him his arm in the first place.

Obi-Wan felt the conflict in his friend. Dooku was powerful; they would need to work together to defeat him. If they allowed themselves to be separated, then the Count would wipe the floor with them like on Geonosis, and the stakes were much higher this time.

"This time, we will do it together," he muttered to his former padawan.

Anakin looked at him knowingly, "I was just about to say that."

Palpatine looked shocked that they were not running for the nearest exits at full speed. "Go and get help. You're no match for him, he's a Sith Lord!"

Obi-Wan turned to him with a smile that was both reassuring and admonishing. "Chancellor Palpatine, Sith Lords are our specialty."

He and Anakin threw off their cloaks as Dooku approached confidently. Dooku extended his hand.

"Your swords, please. We don't want to make a mess of things in front of the Chancellor."

Obi-Wan stepped forward and ignited his lightsaber. "You won't get away this time, Dooku," he snapped, surprised by the acid in his own voice. Beside him, Anakin ignited his own blue blade.

Dooku lit his own blood-red saber and engaged them.

Anakin and Obi-Wan moved in with a series of quick slashes, testing the Count. Dooku did not attack, but focused on parrying their strikes, quick movements of his saber turning every attack aside.

Obi-Wan continued with his short slashes as Anakin increased the strength of his attacks, sliding from Form III Soresu into his preferred Form V Shien, a much more aggressive style that used powerful strikes to keep an opponent of balance. He had already been close to the master proficiency level of this form when he faced Dooku on Geonosis, and after his defeat, had tripled his work ethic. He was now beyond any definable level of skill; in a way, he had molded the form to suit him.

Dooku stepped up his defense, his effort visibly increasing as he tried to counter Anakin's ferocious attack. Once or twice he tried to slip in a counter attack, but Anakin continued to force him back until he slipped out of range and brought his weapon up to guard position. Obi-Wan and Anakin moved to either side of him, blades ready.

Dooku smiled, "I've been looking forward to this."

Anakin stared at his enemy as though trying to burn a hole in him with his gaze. "My powers have doubled since the last time we met, Count!"

"Good," said Dooku, that infernal smile still on his face. "Twice the pride, double the fall."

He came at the two Jedi with a series of blindingly fast stabs, aiming high. They countered, only to find he had retracted and was now sweeping low. They dodged and came at him again, only to be met with another series of stabs and short cuts that kept them on the defensive.

Dooku was a master of Form II, or Makashi. Though old and much less effective against blaster weapons, it was arguably the deadliest form to use against a Jedi. The short stabs and cuts, combined with a good sense of balance, meant that the user expended very little energy and could be very precise in his attacks. Equally favorable for offense and defense, Dooku could keep the Jedi here all day, wearing them down and drawing on the force to sustain himself.

Of course, that would not win him the duel, so he pushed his advantage trying to drive the Jedi apart. Anakin and Obi-Wan were too clever for such a tactic, and they formed a wall, stopping Dooku short. Obi-Wan led the offensive this time, his lightsaber whirling in an impenetrable shield, driving Dooku back up the stairs.

Obi-Wan had once been a practitioner of the Form IV Ataro, but after the death of his master Qui-Gon Jinn, he had switched to Form III Soresu, the most defensive of all the lightsaber forms. By keeping the lightsaber close to his body, he exposed almost no target area, and expended little energy in turning back all of his opponent's attacks. The wall of defense could infuriate opponents into making a mistake, which Kenobi would take advantage of with remarkable precision.

To gain space, Dooku kicked out and sent Anakin tumbling down the stairs. Obi-Wan lunged forward and renewed his attack with extra vigor. Dooku was surprised by the surge of aggression that he felt in Kenobi's thrusts. It was most unlike him. Could it have something to do with Dooku's attack on his padawan, or was this the old Kenobi surfacing?

Obi-Wan kept coming, literally using his defense as his offense. His lightsaber shielded his body, allowing no attacks through and forcing Dooku to give ground. The Count was only a few meters from the wall now, if he could corner him, then some of Dooku's advantages would be nullified.

Dooku sensed this. He would be finished once he was pinned against the wall, but there was a way to use Obi-Wan's sudden aggression to his advantage. In a swift move, he flipped over Obi-Wan's head and thrust violently, channeling his anger into physical power. Now, Obi-Wan was the one who was pinned. He stopped his aggressive swinging and began to refocus his defense, only to find himself running out of room to maneuver. Dooku moved in for the kill, swinging his lightsaber at Obi-Wan's neck.

A sizzling blue blade intercepted his swing. Dooku turned his head to look into a pair of blue eyes burning with a fire greater than the lightsaber, the owner standing over the smoking remains of Dooku's battle droid escort.

Anakin Skywalker had rejoined the fight.

A series of furious slashes from the younger Jedi forced Dooku to back up and release Obi-Wan, who circled to the Count's other side, trapping him between them.

As Dooku worked to defend himself from both assaults, he felt a brief nudge in the force. It might easily have been mistaken for an adrenaline rush, but Dooku knew. It was the signal.

The signal to kill Kenobi.

For a brief instant, Dooku felt a pang of regret. Not only was the man the padawan of his former padawan, but also he was a worthy fighter and did not deserve to be cut down like an animal. Plus, young Skywalker had given him all he could handle earlier, and goading him into rage now could very well cost Dooku his life. The signal came again, warning Dooku to obey. Very well.

Dooku picked up both Jedi with the Force, then hurled Kenobi against a far railing with enough force to shatter all his bones. Somehow, the Jedi managed to use the force to cushion himself from the worst of the impact, but the force of impact was still great enough to knock him unconscious. Dooku quickly pulled down a support beam on top of him to ensure he wouldn't be getting up any time soon.

Anakin watched in shock as his friend was brought down by his archenemy. Charging forward, he brought his lightsaber down in a vicious chop at Dooku's neck that was blocked by the red saber. Barely.

Using all his strength, the Count pushed back Anakin's blade and countered. The two fought their way across the floor, trading slashes and parries for a minute, when Dooku sensed something. Skywalker was holding back. He could feel the pulsing power in the younger Jedi, screaming for an outlet. Somehow, the boy was holding it in. Confusion, fear and anger swirled about him like a maelstrom. Against his better instincts, Dooku goaded his opponent.

"I sense great fear in you, Skywalker. You have hate, you have anger, … but you don't use them."

Anakin struggled against the spark that the Count's words ignited in him, the dragon threatening to awake. Don't. He's a Sith, he's trying to bait you, so that you make a mistake. There is no emotion …

Obi-Wan's battered, prostrate form rose in his mind. His brother, his master, part of himself injured by the Sith, possibly seriously. There was emotion.

The dragon broke free.

Anakin lunged at the Count, power coursing through his veins, spreading throughout his system. Every attack was deadly, every slash a killing blow. He drove Dooku back as though the Dark Lord of the Sith was a mere padawan, picking up a lightsaber for the first time. Dooku tried to interrupt Anakin's chain of attack with an assault of his own, to no avail. The combatants' dance took them right in front of the Chancellor's chair. Palpatine leaned forward in it, a spark of joy in his eyes.

Anakin made an attack at Dooku's torso. When Dooku moved to counter, he reversed his grip, and in an impossibly fast move, severed both of the Count's hands. Dooku fell to his knees in anguish. His lightsaber fell into Anakin's outstretched hand and joined the blue blade at Dooku's neck.

Anakin stood over the defeated Sith, his face hard. He was victorious. This was the moment he had dreamed of for three years, to have the monster that had taken his arm and started the war at his feet, and at his mercy. With one quick motion, he could avenge the suffering of billions. He would be recognized as the savior of the Republic. He could see Obi-Wan's proud gaze, his wife's beautiful smile, Yoda and Mace Windu's nods of acceptance and admiration. The voice of Palpatine broke through his thoughts.

"Good, Anakin, good." The Chancellor chuckled from his chair. Anakin turned his head to face him. Palpatine's face became hard and set. "Kill him."

Those two word's registered in Anakin's brain clearly. Every nerve in his body was telling him to do exactly that. Dooku did not deserve his mercy, and certainly not his compassion. Not after all he had taken from Anakin. "Kill him now."

Yet … Dooku was defenseless and broken. He was no longer a threat. To strike him down now would not be honorable: it would be murder. This thought should not bother him, he had killed thousands during the three year war. But they had all been able to fight back, they all had a chance. Even the Tuskens he had slaughtered to punish them for his mother's death. He closed his eyes, remembering their eerie howls, the surging power, Padmé's shocked face … Padmé.

His angel would not want him to strike down an unarmed man. Even after all the Count had taken from her, she would get on her knees before the Chancellor and beg him for clemency. It was one of the countless things he loved about her. She was capable of infinite mercy and compassion, and he was about to ignore those ideals and his … for what? Revenge?

Dooku was staring at the Chancellor in shock. "You promised me amnesty!"

"I did," Palpatine replied coldly, "But my conditions did not include taking me prisoner or trying to harm my friends." He turned to Anakin. "Do it."

The kind and compassionate ruler of the Republic was ordering him to become a murderer. Anakin could not believe what Palpatine was saying. What had happened to his friend? Maybe he had never understood him at all …

Obi-Wan's words flashed into his mind. The Jedi do not kill their prisoners. No one deserves execution, no matter what their crimes. We do not have the power to judge, only the Force can do that …

With a titanic effort of will, Anakin shut down his lightsabers and turned to face the Chancellor.


Shock was written all over Palpatine's face. "What?"

"You heard me," Anakin replied calmly. "I will not kill this man."

"Anakin," the Chancellor's voice was cajoling, "You must. Think of all this man has done. He took your arm; he made war on the Republic. He's a traitor! He cannot be allowed to live!"

Anakin shook his head. "We will take him prisoner and bring him before the courts for judgment. I cannot forget what he has done, and I am not sure I can forgive him." He took a deep breath and let it out. "But I will not be his executioner."

Dooku stared up in awe at his conqueror. He had never put much faith into the prophecy of The Chosen One, but looking at Skywalker now, it was impossible not to believe. Dooku had lost the fight before it had even began, yet Skywalker was showing him mercy. He was defying the will of a politician to do what was right. These were the ideals that he had looked for in a Jedi, and left the order because he had believed them dead. He had been wrong.

He will do it, he will destroy the Sith, destroy us, Dooku thought. It was too late for him; the Dark Side already had sway over his soul, and Skywalker was still his enemy. But there was hope for the Jedi, and for the Republic.

Rage welled up in him as he looked at Palpatine, the man with no honor who would sacrifice his servants for a ploy to gain power. He had betrayed Dooku, he had betrayed his ideals, and he would die for it.

Summoning all his anger, Dooku channeled it into power. Lightning blasted from beyond the stumps of his hands, striking the Chancellor.

Anakin watched as Dooku, who he had thought to be defenseless, suddenly attacked the Chancellor. He was a threat now, the helplessness that he had displayed had been an act. Anakin ignited his lightsaber and with a quick swing, severed the Count's head. The lightning ceased as Dooku's body fell to the deck.

Anakin deactivated his lightsaber and turned toward Palpatine who, surprisingly, appeared to be unhurt, though shaken. Anakin quickly released his energy binders.

"Are you alright, Chancellor?" he asked.

"Yes," Palpatine replied, standing up unsteadily. "Are you?"

"Yes, I'm unhurt." Anakin indicated the exit. "We should go."

"Wait," Palpatine instructed, "Anakin, why didn't you kill Dooku when I ordered you to?"

"He was an unarmed prisoner," Anakin replied. "I couldn't cut him down in cold blood. It's not the Jedi way."

"The Jedi way is not always the best way, Anakin. In the end, you had to kill him anyway. You should have acted." Palpatine was studying Anakin, watching his face as if searching for the answer there.

Anakin said nothing.

"Well, I suppose what's done is done," Palpatine sighed, "Now, we must leave before more security droids arrive."

He walked briskly toward the exit. Anakin rushed over to Obi-Wan's body, lying still beneath the beam. He reached into the Force and found his former master's signature. He was still alive.

Palpatine looked over at him, a strange expression on his face. "Anakin, there's no time."

Anakin ignored the Chancellor, quickly assessing Obi-Wan's condition. "He seems to be all right. No broken bones, breathing's all right."

"Leave him, or we'll never make it."

Anakin looked at Palpatine. First, he had told him to murder an unarmed captive, now he was telling him to leave his best friend behind on a dying ship. Dooku must have done something to him. He shouldn't be acting like this. Slinging Obi-Wan over his shoulder, he addressed the Chancellor in a tone that left no room for argument. "His fate will be the same as ours."