Revised: June 17, 2015. Cleaned up lines of dialogue so the style of speaking is consistent with the way the characters speak later in the story and in Rex II. Also eliminated some of the small arguments the characters have and some of the inner monologues. These are needed to establish the story and slow down the overall narrative. Full credit for all typos go to me.

Disclaimer: Star Wars belongs to Disney. All rights belong to them and I thank them for the privilege of being able to privilege of being able to play in George's sandbox.

Author's Note: The story contains OCs. There is a Character Guide at the end of Chapter 151, (contains spoilers.) This story has gone through many rewrites in the five years since I first posted it, based upon reader feedback, and also to fit now into the two sequels based upon "Whatever Happened to Captain Rex?"

"Whatever Happened to Captain Rex?"

Chapter One

Captain Rex chewed his lip in concentration as he focused intently on the det he was currently wiring. It was the last in an impressively long chain of explosives wired all over the Separatists' storage facility. Ahsoka crouched closely behind him, vigilantly guarding his back. It seemed to Rex the Jedi padawan was pressed more closely to him than necessary. The clone captain shifted his shoulders uncomfortably, and forced his attention back to the job at hand.

"Everything OK?" Ahsoka whispered.

Rex glanced back at her over his shoulder, still wondering why she felt the need to be that close to him. He blew out a breath and turned back to the wiring. He tugged off one of his gauntlets so he could run his fingers lightly over the connectors. Rex nodded with satisfaction, as he double-checked by feel that every connector was perfect.

"All set, Commander," he acknowledged.

They carefully backtracked out of the massive warehouse in the cover of darkness. Rex took a deep breath feeling a slight bit of tension ebb now that they'd made their way back outside again. They moved away from the huge structure and sprinted for the woods nearby. As he ran, Rex reached a hand down to double-check that the remote detonator was still secure in his belt pouch. He knew he was being paranoid. He'd already checked for it at least a dozen times. There was just so much at stake with this mission. On the other side of the planet, General Kenobi and Cody were on their own mission to take out a facility even larger than this one. And, far overhead, General Skywalker was busily engaged in a diversionary space battle keeping attention away from the facilities being breached down below.

The planet, TriLuna VII, was yet another Separatist outpost in the Outer Rim. In the mission briefing, Rex had learned that the system was considered "lucky" because all seven planets in the TriLuna system had exactly three moons. Rex briefly glanced upwards and tried to find some beauty in the night time sky.

Nope. Just looked like a bunch of moons. And, not much different from every other kriffin' planet I've been on in recent months. They're all blending together and looking the same now. Let's blow this thing and get out of here.

Rex immediately called them to a halt using hand signals, and with another efficient movement of his hand, signaled to Ahsoka to take cover behind a nearby patch of boulders. Ahsoka had learned the clone hand signals as well as any member of the 501st. Rex slid the remote detonator out of his belt pack, and studied it for just a second.

There is so much riding on the success of this mission. This needs to work.

Ahsoka crouched down into a ball, tucking her montrals in protectively. Rex depressed the detonator, and there was an odd moment of eerie calm before the ground rocked violently. Despite her Jedi skills and training, the padawan was almost knocked off her feet. Accustomed to being around live ordinance since early childhood, Rex had an easier time keeping his balance. His helmet dampeners kicked in protected him from the tremendous noise of the enormous factory's demise. He felt the force of the explosion vibrate through the soles of his boots, giving his feet an odd, prickly sensation.

The explosion lit up the night sky, causing the local wildlife in the forest around them to shriek in terrified protest. Immediately after, everything grew eerily silent as if all of the creatures in the wild had gone into hiding from this new threat. There were a few hisses and pops from secondary explosions.

"Alright?" Rex leaned in to peer at Ahsoka, his blue T-visor still reflecting the explosions.

"I'm good," Ahsoka nodded as she rubbed at her head ruefully. "Might have difficulties hearing for the next week. But, I'm good."

Rex stepped out from behind the boulders and stood up. He reached a hand down to Ahsoka and pulled her up. The clone captain looked back toward where the Separatist warehouse once stood. In its' place was twisted, snarled metal and fireball that swept high into the night sky.

"Mission accomplished," Rex said, the satisfaction evident in his voice. He took a few steps forward so he could get a better vantage point of the destruction. She could swear he almost seemed to be swaggering as he took those couple of steps. She rolled her eyes. Clones and their explosions. The love of blowing things up seemed to be part of the Fett genome.

Suddenly, her Force senses gave her a warning.

"Down!" she yelled, diving straight at a startled Rex. Despite his greater mass, Ahsoka succeeded in taking Rex down to the ground. A scant fraction of a second later, blaster fire tore through the air above them.

"Must be droids," Rex growled. He pushed Ahsoka unceremoniously aside and rolled smoothly to his feet. He pulled a droid popper off his belt and expertly lobbed it in the direction of the blaster shots. The night illuminated with a white crackling hum before everything grew unnaturally quiet.

In the absence of any animal sounds, a thick feeling of tension hung in the darkened night. Rex and Ahsoka moved out and slipped back into the woods. The clone captain double-checked their coordinates against his HUD. They were on course for the rendezvous point. They'd completed their mission objective, all they had to do was get to the extraction point. Except they would be extracting all of the teams at the same time due to the battle taking place above so they needed to wait until Commander Cody and General Kenobi finished their portion of the mission. So, they'd been told they would be spending at least one night on TriLuna, possibly longer, while they waited for the 212th at the RV. They had enough supplies in Republic issue backpacks for several days.

Rex adjusted his pack lightly on his back as they walked along at a brisk pace. He glanced around at the local fauna visible by the reflected light of the moons. TriLuna's vegetation was oddly shaped, bleached and spindly. The whitish trees reflected the ample moonlight like a ghostly horde staring down at them.

Not liking this place, Rex thought, scowling fiercely at the local fauna. He glanced over at Ahsoka. The padawan seemed unaffected by their surroundings. She walking along lightly on the balls of her feet, humming a tune under her breath. Rex dropped back and decided he'd watch his commander's back. It was his duty, after all.

Although, after they'd walked several more clicks, he'd realized his mind had wandered and he was literally watching her back. It was not a displeasing sight.

"Rex?"

The Jedi's voice so startled Rex that he stopped short, causing him to have an uncharacteristic stumble before catching his balance.

The Togrutan arched an eyebrow at him. "You alright there, Rexie?"

The clone scowled, nor particularly fond of the endearment she insisted on calling him. "I'm fine. Commander." He was not going to explain himself.

"Where did you think those droids came from?" Ahsoka asked, taking a sip of water from her canteen, "I thought all the droids were supposed to be inside the warehouse, guarding the munitions?"

Rex grabbed his canteen off his belt and shook it lightly; gauging how much water he had left. He made a thoughtful noise in the back of his throat as he considered the question and then took a swig of water, swiping his lips with a gloved hand out of habit. When he looked over at the commander, he noticed she was watching him again.

"Thirsty, Commander?" he asked, puzzled.

Ahsoka shook her head, flushing red.

Rex scowled, wondering what the fek what all that was about. He jammed his canteen back onto his belt, focusing on the question at hand, "The intel could've been wrong." He pointed to the trail ahead. "We should move."

Ahsoka slid her pack on and took point. Even with his night vision goggles, she could see better at night. They walked on, emerging onto a barren, rocky plain. Rex felt his hackles rise. They walked in silence. Their earlier elation had worn off and now fatigue from the mission was setting in. Rex sighed and scanned the terrain again.

This terrain just keeps getting worse and worse, Rex thought with a scowl. This is a great place for an ambush...

His hand automatically went to his belt, resting onto his blasters. He shrugged his shoulders, feeling the comforting weight of the rifle nestled there. Normally, he didn't carry a DC-17, but they were going to be on the planet for at least two days. They were both wearing full packs and Rex was packing extra ordinance. Ahsoka had opted for her customary lightsaber.

I don't like this at all. His gaze kept sweeping back and forth across the terrain. They needed to find someplace to shelter for the night. Originally, they'd planned on making more headway toward the RV point under cover of night.

However, the original plan hadn't called for running into droid patrols either.

An uneasy feeling swept over the clone as he surveyed the terrain again. A feeling that something just wasn't right. His eyes kept surveying the terrain.

Ahsoka spun around to face Rex, halting in place. The clone opened his mouth to object, glancing around at their surroundings with a tactical eye.

"Rex," Ahsoka stopped, her body tense like it did when her Jedi sense were screaming a warning.

The Captain wanted to tell Ahsoka they needed to get moving again- away from such an open space.

"Droids!" For the second time that night, Ahsoka dove on top of Rex, flattening him into the dirt.

Rex hissed in irritation as all the air was pushed from his lungs, even by the small form of the padawan. Simply yelling "Down!" would suffice. Two bursts of fire skimmed right over them.

Rex could feel the heat even through his armor. His attention was immediately diverted by the situation at hand.

What kind of munitions generates that kind of heat?

Both Ahsoka and Rex immediately rolled back to their feet again, their movements completely automatic from years of training. Ahsoka came up slightly ahead of Rex, lightsaber in hand, deflecting shots back at the droids. Rex sprang lightly and athletically to his feet a half-second later, his twin blasters in hand. He immediately began sighting and firing upon targets. An impressive assortment of battle droids was steadily advancing forward, intent upon intercepting them.

"This is not good," Rex said, quickly counting up the number of droids, and not liking the odds, "we are seriously outnumbered. We need to find cover."

"Go!" Ahsoka yelled, "I'll cover you."

Rex hissed in frustration again. He was obligated to obey a direct order from his commander. However, his instincts and duty told him his duty should be to protect her first. And, he knew Skywalker would have his head if he let anything happen to his padawan. Gritting his teeth in frustration, Rex did as Ahsoka ordered. Still firing, he retreated, scanning the landscape for cover. There was very little. At the edge of the field, there was a scant copse of trees and a single unimpressive rock. It wasn't even big enough to qualify as a boulder. But, it there was nothing else. Rex sprinted across the field and dove behind the rock, blaster fire following him the entire way.

"I'm in position, Commander," Rex said into his comlink.

As soon as Ahsoka made it across the field, Rex was going to make her go behind the rock and he would take position behind the trees. She would have the greatest chance of survival utilizing the superior cover. The 501st Captain switched from his blasters to his rifle. He sighted down the scope, taking shot after shot on the droids, drawing their fire his way.

The Jedi padawan began running, half turned backwards, so she could still deflect shots with her lightsaber. Not for the first time, Rex wished Ahsoka wore armor.

When we get back to the ship, the Commander and I are going to discuss armor again, Rex vowed, wincing as he watching the hails of fire surrounding the commander.

Fleet footed, Ahsoka quickly arrived at the edge of the field. She leapt behind the copse of trees, taking up a warrior's stance with her lightsaber. The menacing line of droids continued to advance steadily upon their position.

Kriff! How many of them are there? The shots from the droids were coming at them so fast now, Rex didn't need to worry about accuracy anymore. Speed was paramount. In one smooth, liquid, practiced move, Rex slung the decee onto his back and switched back over to his twin blasters.

Rex had developed an extra strong aversion to commando droids since he'd been ambushed by a pair of Commando droids the previous month on the farming planet of Saleucami.

In recent months, there had been a surge of commando droids specifically zeroing in, and attempting to assassinate, command clones, such as Rex. In the past month alone, the 38th Armored Division, 187th Legion and 442 Siege Battalion had all lost commanding officers. If not for a bit of turbulence under his air speeder, Rex knew the shot that burned right through his chest would have punctured his heart cavity instead, killing him instantly. At night, when he thought about the incident, he liked to humor himself and think they just had bad aim. But, he knew that had been a very close call. He'd almost ended up as another assassinated command clone.

Rex saw yet another row of super battle droids move into position. They automatically took over the positions of the droids Rex and Ahsoka had just painstakingly eliminated.

"Well, that's just great," Rex murmured. He looked down for just a fraction of a second, quickly checking the charge on both his blasters. If the charge started running low, he'd need to switch back to his rifle. Out of the corner of his eye, Rex saw movement. He spun to the side just a fraction of a second too late.

As if in slow motion, he saw the shot coming toward him. Many thoughts spun through Rex's mind as he watched the unusually bright shot coming at him.

Once again, he thought with a military tacticians mind, What kind of shot generates that kind of intensity? Something isn't right hereā€¦

Everything seemed to slow-down into a sort of distorted version of time. Rex knew he wouldn't be able to dodge the shot in time, despite the seeming slowness of everything that was happening around him. Even as the shot grew ever nearer, and hotter, kriff, it was hot!, he knew he could not even try to dodge it. His heightened intelligence calculated all the angles. If this shot missed him, it would continue on through and hit Ahsoka.

It seems to be coming so quickly, and taking forever to get here. Why is it so hot?

This is not good, he thought as he felt the heat from the shot a moment before it even hit his armor.

The pain was even greater than he had anticipated. The sound caught him completely off-guard. He heard the completely unfamiliar, strange keening sound of his knee armor splintering. Then, suddenly, so many sensations were shooting through his body at once that he couldn't process them all. He didn't pass out, so much, so much as feel his body completely shut down from shock. Some part of him was dimly aware that Ahsoka had just shouted his name. He wanted to respond, but he completely lost the ability to do so. The battle continued on around him, but he was unable to move, breathe, feel, or even blink.

Rex could hear Ashoka, but couldn't get his body to cooperate in any way.

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Ahsoka turned just in time to see Rex fly sideways and hit the dirt hard, landing at an awkward angle. One of his blasters flew out of his hand, landing a few feet away.

"Rex!" Ahsoka cried out in alarm.

Blood continued to pool around under him. Ahsoka felt a moment of pure panic completely overwhelm her, unlike anything she'd every felt in all her years of Jedi training.

No, not Rex. Anybody, but Rex. Please, no. Not Rex.

"Rex!" she shouted into her comlink. He didn't respond at all. No verbal response. And, he didn't move at all. He just continue to lay there. Unmoving and bleeding out on the ground as the droids continued firing around them.

Ahsoka knew she should be practicing some Jedi calm right now, but she was far too panicked for Jedi calm.

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