Author's Note:Big Thanks to the individual who suggested this [you know who you are *grin*]; I don't know if this is what you had in mind, but it's what the muse provided ;)

Title: Beginnings
Author: Jade-Max
Characters: Captain Rex, Ahsoka Tano
Genre: Friendship
Era: The Clone Wars
Summary:Set during the movie; shortly after leaving for Teth to retrieve Jabba's son, Ahsoka and Rex share their first real conversation and set their path on a road to a friendship neither anticipates...

[Post Season 1, "The Hidden Enemy - Episode 16 which appears to be set directly before the movie as the only things to escape Slick's betrayal are the heavy cannons - the only heavy equipment they have in the movie *grin*]


Rex was reading over the personnel files he'd been forwarded, looking for men to replenish their flagging numbers since Slick's betrayal on Christophsis with a grim expression when Ahsoka found him shortly after midnight.

The sound of the door opening wasn't unusual, especially after such an operation as Christophsis, but there was an uncomfortable number of empty bunks right now; part of the reason for his own late night. No footsteps sounded that drew his attention so he ignored it, focusing on the personnel lists, idly noting that someone must have activated the door while walking past. There were several long minutes of silence before his attention was drawn from his grim reading.


He glanced up, setting aside the datapad and starting to rise as protocol demanded, but she waved him back to his seat, sliding in across from him without an invitation. Two steaming mugs of caf were set on the table between them, more on his side than hers.

"Don't get up for me," she insisted and then made a face, "Skyguy says there's a phrase for that but Force if I know it."

Half way to his feet, he paused before sinking back into his chair and taking his cue from her. If she wasn't going to adhere to the protocols at this hour of night, neither was he. "As you were."


"The phrase you're looking for," he told her, his lips twisting with amusement. "It's 'as you were'."

"Oh!" Her eyes lit up. "Well then, Captain Rex, as you were."

"Yes, sir." He didn't, however, pick his datapad back up. "Was there something I can do for you, Commander?"

"What? Oh, yeah, I was hoping you could answer some questions." He regarded her, his expression neutral but she didn't let that deter her from forging ahead. She pushed one cup of caf a little more his way before setting the other aside. He nodded sharply at the gesture but neither touched them further. "Skyguy said you should show me the ropes but we kinda got interrupted back on Christophsis."

"Battle will do that."

"Right, so anyway, I was going over the occupation as a whole and I'm curious about something. Actually I'm curious about a lot of things, but I'm going to settle on this one for now; they'll be plenty of time while I'm learning from Skyguy for you to teach me what else I need to know. So; anyway..." He didn't say anything as she built up a head of steam, simply watched her and she forged ahead. "When you landed on Christophsis, you had tons of tanks, heavy cannons, E-Webs, spare -"

"Hardware," he interjected.

"Excuse me?"

"The heavy equipment; we call it hardware."

"Oh," she processed it for a heartbeat. "So you had loads of... hardware, this massive base that was fortified, a stockpile of weapons that should have lasted for months and then... what - nothing?"

His expression tightened. "It's not something we like to discuss, sir."

"Ah, but I'm a Jedi," she leaned forward on the table, bracing her chin on her folded hands as she planted her elbows on the tabletop as if that explained everything.

"All pertinent facts are in my report, Commander."

"I didn't read your report, Captain. I could - but I wanted to hear it from you."


"Because spoken accounts always have better detail than the written ones. More emotion."

"Oratory recall is notoriously unreliable, sir." He pinned her with a knowing look.

Despite not having known her long, there was no escaping the fact she sounded a shiny who despised paperwork when he was unexpectedly assigned it. She seemed to catch the fact he wasn't buying her excuse; maybe it was a Jedi thing.

"Reports are so impersonal," she admitted reluctantly and Rex was able to heard the unspoken 'boring' within it. She looked distinctly uneasy about revealing that fact. "I tried reading Anakin's but it was so dry. So…" she floundered. It was a showcase of exactly how young she was, willing to rush head long into actions without thinking of the consequences and, as a result recovered quickly, her tone now eager. "Anyway, I was hoping you could tell me what happened."

He exhaled. His report had been thorough and detailed for a reason; he had no desire to discuss the situation with anyone, especially a youngling Jedi who didn't understand. It was too personal. "Commander-"

"I'll make it an order if I have to."

The look in her eyes told him she'd do it too. And while he could disobey the order, the whole situation was pretty personal to the men after all, he found he really didn't want to. What was the point when she could simply read it in his or Cody's accounts – even if she didn't have the attention span?

"We had a traitor in our midst," he finally admitted reluctantly. "Someone both Commander Cody and I trusted. He was feeding the enemy our intel, giving them our locations, our battle formations, everything. He sabotaged the weapons depot, took out all of the hardware except the heavy cannons."

"He... a clone?"

She sounded appalled and he regarded her for a moment. His response was even, but slightly pained; short. "The men, clones or not, are still men, Commander. Put the right sort of temptation in front of a man and he will succumb."

"Even you?"

"In theory." His expression hardened. "But not in this instance. Nothing could make me turn on my men."

"A clone?" She'd straightened, her hands hitting the table with a thump, distress written across her features and taking him by surprise. "I thought you were supposed to be brothers."

"We are."

"Then how could he... what was…" she floundered. "I don't understand."

Neither did he; not completely. But her innocence, her confusion, her very shock at the fact one of his brothers had even considered treason reached a part of him he hadn't known existed. She looked so vulnerable; so much the child she was struggling to move beyond, he felt compelled to try and explain. Compelled to try and ease her bewilderment.

"Slick... Slick justified it as trying to free us from slavery. He believes that we blindly follow orders, fight and die for a cause that none of us really understand or care about because we weren't given a choice. He believes that the Jedi are the ones who keep us tied to the military; the ones who take away our freedoms."

"The Jedi?"

Rex nodded.

"But we didn't… we don't…"

"I know."

"Do you feel that way, Captain?"

"Rex," he corrected immediately. This was far too personal a conversation for her to keep calling him 'Captain'. "Please, Commander."

"Ahsoka, then - Rex."

He nodded once, sharply, but didn't repeat her name as he chose to answer her question instead. "If I felt that way, I wouldn't have put a stop to his meddling; I'd have gone out of my way to help him."

She was silent for a moment. "I still don't understand. What did the Jedi ever do to him?"

"Nothing personal, I don't think," Rex conceded. "But that is part of the problem. Most of the Jedi view clones as flesh-droids; expendable soldiers who are nothing more than numbers. We're men who aren't really men who fight, and die, for the republic because that is what we were bred to do – no more, no less."

Ahsoka winced. "That's a pretty harsh view."

"But an accurate one. We were bred to fight and die for the Republic; because of that, because we're all built off the same genetic code of one man, there are some who can't see us as individuals."

"Master Yoda says that all clones are different in the Force," cocking her head, she looked at him thoughtfully. "You certainly are; you're a very... distinct presence in the Force."

"Thank you, sir."

"Ahsoka," she grinned. "I haven't earned the 'sir' yet."

Debatable, but he wouldn't argue with her; he didn't know her that well yet. Just the fact she took umbrage on behalf of his men, didn't consider them carbon copies, had gain her a measure of respect. The fact that she was young, but wise enough to know she was, helped him relax in her company. Few Jedi who'd come to work with his General, aside from General Kenobi, saw the benefit of the experience the clones had garnered and were willing to learn from it.

She was, he suspected as he watched her, of a similar mind as her master; probably a good thing since they're be together from now on. General Skywalker had reluctantly accepted the girl as his Padawan, which amused him to no end after Anakin had been adamant against one, but he wasn't about to judge her by that. Just as she, it seemed, wasn't about to judge all clones by a single one.

"Being a Jedi is no easier than being a Captain in the army," he returned. "Trust me, kid; you've earned the sir."

"Nice of you to say so." It was as close as she'd come to refuting it. "I'm sorry about Slick."

She surprised him again by remembering the name of the officer he'd barely spoken and his eyebrows rose fractionally.

Ahsoka made a face, misinterpreting his expression. "I'm sorry he turned his back on you and your brothers. I'm sorry he betrayed you to the enemy you've all be fighting so hard against. I'm sorry you were forced to stop him because of it; it couldn't have been easy."

"It wasn't," he agreed. "Until Slick's betrayal I didn't think it was possible for one of our own to turn on us. But that's not your apology to make."

"If the Jedi weren't Generals…"

"Then someone else would have stepped in and they would have been to blame," Rex informed her firmly. "We're fortunate the Jedi were willing to accept the responsibility."

"But if Slick-"

"Slick's opinion doesn't reflect the majority of the men," his expression tightened; the betrayal was still pretty fresh. Her implied criticism stung after everything he and his men had done on Christophsis. "Rest assured, Commander; my men and I are loyal soldiers."

She blinked at him. "I didn't mean to imply-"

"Was there anything else, sir?"

Ahsoka shot to her feet when he cut her off and prepared to depart, collecting his helmet and datapad. He'd had enough of the conversation and, while she was his CO, he wasn't about to sit with her if she was going to be insulting. When she said nothing, he turned to go.

"Captain – Rex... wait."

Her tone was imploring, apologetic and a touch, if he wasn't mistaken, desperate. He stopped, turning back to face her. "Commander?"

"I know you're a loyal soldier," she told him firmly, her expression layered with guilt and misery. "Anyone looking at you, talking with you would know. I'm sorry if it sounded like I meant otherwise. I didn't mean to."

He kept his expression carefully neutral, giving her a sharp nod of acceptance, but saying nothing.

Staring at him, she seemed to realize he was going to leave anyway and her shoulders slumped. "Please don't go."

He took another look at her, realizing that he'd been wrong in his first impression and wondering idly if he'd ever been as young as she looked at that moment. Confused, lost, he realized she was simply trying to understand, not offer offense. He stepped back to the table and sat back in his chair, regarding her warily.

She didn't look up at him, but her posture relaxed fractionally, obviously relieved he'd done as she'd asked.

"The incident is still fresh, Comm-" she looked up sharply and Rex bit back the automatic term of respect, correcting himself. He'd been the one to insist they get on a first name basis; the least he could do was honor that request. Still; he couldn't bring himself to use just her name. "- kid. Slick was a friend; a trusted officer. If he could turn on us then who's to say any of us could."

Looking up at him, she nodded once, much like he had a minute ago. "May I join you, Rex?"

He waved her to the seat she'd been in previously and she sat as he offered a gruff explanation of his own. "I shouldn't have assumed you meant to give offense, sir. I'm sorry."

"No, I'm sorry," she sighed. "I still don't understand all of this but I am trying. I didn't realize it would be such a… touchy subject. I'd never met clones until I came to the front lines but I shouldn't have asked; I shouldn't have pushed you."

"Pushed me, sir?"

"I threatened to make it an order." She winced as she said it, staring at her hands on the table.

"Why did you?"


"Why did you make the threat?"

Looking at him for a long moment she finally exhaled loudly, the white markings on her face darkening intriguingly as the chevrons on her montrals did the same. He managed to keep his expression neutral even as he noted the reaction. The Togrutan equivalent of a blush?

"I'm too curious; too impulsive. Master Skywalker calls it reckless. I'm told I don't think before I speak… which I guess is true," she winced again. "I just… in this case I didn't want to have to read the reports. They're so detailed my eyes cross and I couldn't concentrate on them. I figured, if I asked you, if I ordered you to tell me I wouldn't have to."

Detailed for that reason specifically, Rex knew; at least his had been. Though, her frankness was refreshing. Not even General Skywalker was that straight shooting with his troops. Silence descended between them and, to Rex's surprise, it was a comfortable one despite the tension between them. For all her energy, she was a calming influence; a reassuring one..

The silence was broken by her next, unexpected statement. "I am sorry, Rex." Her tone well portrayed her misery, "I shouldn't have threatened to take that choice away from you. "You have a right to your privacy and I should have respected that."

It was a surprising statement from a Jedi.

Still watching her he finally spoke with a single shake of his head. "You're the first to think so, kid."

Her gaze shot back to his. "What?"

"You're the first, in my experience, to think we clones are entitled to privacy," he smiled faintly. "I appreciate the sentiment, but it's inaccurate."

"How so?" She cocked her head at him, her misery forgotten, a light in her eyes he couldn't read.

"Soldiers lives tend to be transparent," he explained. "It's essential for an effective fighting force, especially one as unique as this. There can be no secrets; no," his lips twisted, "privacy."

"Why not?" her words were sharp but Rex could see she wasn't upset with him this time.

"We're clones," it was the answer he'd been given and, despite it still not sitting well, it was the answer he gave her with a measure of conviction. "Privacy isn't necessary when every man you serve with has the same thought processes, the same training as everyone else."

"Except the Jedi."

"Yes, sir."


He forged ahead as if she hadn't tried to correct him; calling her by name, even if she'd dropped his title, seems disrespectful somehow. "The Jedi who lead us, yourself included Commander... Ahsoka," he compromised, seeing she was going to insist, "have different needs than the men. Your training falls along a different course. I know what the man next to me is thinking, be it veteran or shiny and-."


"Er." He lifted one shoulder. "Someone fresh out of training; who hasn't seen action yet."

"Like me, you mean."

He chuckled. "Youth and inexperience often go hand in hand. You're young, Commander Ahsoka, but hardly inexperienced."

"Not anymore, you mean."

Rex shook his head. "Jedi as a rule are experienced, be they youngling or Knight; it's the degree of experience and in what are debatable."

She cracked a smile, her wry humor asserting itself once more. "I think I've been played."


"Forget it," she waved away the comment before tilting her head at him. "We were talking about privacy – or the lack there of?"

Her sudden topic switch threw him for a moment; he thought she'd gone on the tangent deliberately to avoid it, and he frowned. "Right."

"Do all clones feel that way – about not needing their own space – or is it a personal view?"

"We're trained-" She made a frustrated noise and he cut himself off, frowning as she bit her lip. "Is there a problem, Commander?"

"I asked what you thought, Rex; not what you were trained for."

"They're one and the same, sir."

"No; they're not. Every free thinking being has a right to thoughts and feelings; it's part of what makes each of us unique." Her words were firm, full of a conviction that was surprising to him. "It doesn't matter how you came to be, just that you are." Pushing to her feet, Ahsoka shot him a look he couldn't interpret. "Someday, Captain, I hope you and I can have a discussion that doesn't fall back on what you - or I - were trained for. Good night."

He watched her go, surprised at the quiet, almost... disappointed note in her voice, her words giving him pause. The sentiment, he realized as the door closed behind her, was mutual. She was engaging company, refreshing in as way any Shiny, any brother wasn't. Her opinions of he and his men were refreshing and he could offer her no less than his own in return. She would, he decided abruptly, get her conversation should he survive the mission to Teth.

The decision made, Rex turned back to his datapad and resumed his grim task. Teth loomed in their future and Torrent Company needed every man it could get. Every soldier it could get; which brought his mind back to the youngling who'd left him to his task.

With a faint half smile, reached for the forgotten caf and raised the cup towards the closed doors in silent thanks and salute: Commander Ahsoka Tano was going to be interesting to work with.

It was the first of what would turn into many late night discussions between the two of them and the start of a long and complex friendship that would span the length of what would eventually be known as The Clone Wars. A friendship that would remain steadfast in the face of the many pitfalls and obstacles ahead of them; that would withstand the test of time in ways that would change them forever.

A friendship that would sunder who they were for who they would become - and save them in the process.