Author: Frost on Maples

Author's Notes: I believe it should be very obvious that I do not own Star Wars, that this is me playing in Mr. Lucas' sandbox (if you don't believe that, I think I have a deed to some wonderful swampland around here somewhere...).

One of the aspects of The Clone Wars that I really like is the way the writers are fleshing out the characters, especially the clones. The problem with this is the "flip of the switch" affect we see in Revenge of the Sith - I have a hard time buying into the free-thinking characters we see on Umbara and in other episodes suddenly "just following orders". This is my attempt to explain that jarring change.

Many, many thanks to Fox Scarlen for betaing this - my writing skills are very rusty. Any mistakes here are solely mine.


From: the office of Moff Tarkin

To: Moff Kotani, Utapau

Topic: Rebellion alert

Intelligence reports indicate a Rebel team has been sent to retrieve a force-sensitive child, believed to be located in Pau City. This is to be prevented at all costs. Capture of some of the rebels for interrogation is preferred...


He dreamed of ice and cold, worse than any winter he had seen in his trips across the galaxy. His dreams froze him, until he was sure he would wake covered in frost. The forbidden refused to stay buried in the small box while he slept, so he froze and suffered...

...marching beside the General - they said he no longer existed - who turned into a black nightmare...

...Grievous' blades, blocked by green...

...I know you think I'm a coward...believe me, I'll fight to my last breath to keep them safe...

The waking alarm closed the box, but the frost remained inside as his day started.




"Medical says you're ready for full-duty. Report to the sergeant CC-8937 for assignment - we'll need everyone today."

"Yes sir."

The day had just got worse. The cold beast twitched at the thought.


"Reporting as ordered, sir."

To give him credit, CC-8937 didn't sneer in front of the rest of the squad. All shinies. "So, you're back on full duty."


"CC-9634 has come down with something. You're filling in for him today."

"Yessir." The sarge gestured lazily. He joined the lineup, stood at attention.

"OK men, we're going to be doing a house-to-house search today. Rebels have been reported in the area: they're supposed to be retrieving a family with a force-sensitive kid." His heart sank. "That means we're looking for off-worlders with a family of locals. Force-sensitivity becomes apparent when they are infants, so we're looking for someone with a small baby - midichlorian counters will be issued, but they can be disrupted. Any families with off-worlders must be questioned, and their papers examined - no exceptions. Any possible candidates are to be brought to holding for further questioning, we'll sort it out once all possibilities are in custody." Protests about basic rights violations were firmly stifled before the winter beast could stir. "Pay attention - here's the plan..."


He was starting to feel relief as he walked to the last door of the hallway. No sign of life, nothing that looked out of place, no shouts of alarm - it was looking like it was going to be, in his estimation, a good day. He opened the door...

And froze as a pair of glowing blades of light hiss-snapped to life in front of him. He froze, mouth dry, fighting reflex and the cold grip of the orders to prevent his finger from squeezing the trigger as he stared at the blue eyes glaring at him from over the blades. Dimly, he registered the figures behind her - a woman with an infant and a young child, faces taut with terror.

...Commander Tano...


And from the carefully hidden compartment in the back of his mind...


It was his worst nightmare, beyond anything he had faced before. Memories of her fighting alongside the 501st, her bravery and sacrifice for the Republic clashed with the icy grip of *Order Sixty-Six - Jedi are traitors - remove those officers by lethal force*.


He had wondered quietly about her fate. He had been worlds away with a small task force on a mission that had ended with him in a bacta tank for days, followed by an infection from an outbreak that had raged out of control throughout the entire medcentre, killing over half of both staff and patients. The order had been issued mere hours after he had been put in the tank. He found out about it after his recovery from the fever and coma: he used the long weeks of therapy to probe and test the cold tentacles that choked his mind the minute he heard the Chancellor's - no, Emperor's - words.

By the time he was released, only fit for months of light duty, he had figured out that thoughts of action or speech that could be the start of rebellion brought on the icy choking of his mind, reducing him to an expressionless automaton. A cautious message from old comrades waiting for him when he woke made him aware that it was universal throughout most of the army, made him wary of the new troopers before he tried to speak to them.

It was during the struggle with the icy grip of the order that he discovered a new use for the small compartment in the back of his mind. Long ago, he had learned how to compartmentalize things - his new resentment and longing for freedom now resided there. Even before the order, he had carefully hidden secrets such as no clone was supposed to have - memories of Cut,all of the details of Rishi and Umbara that didn't make it to the reports, censure for Teth and a dozen other operations, nightmares of futile resistance to Ventress' claws in his mind...


His memory of his desperate fight against Ventress' will sparked that same stubborn resistance now...

His hand holding the gun shook violently from the conflict, but his finger eased back from the trigger. His other hand flicked out signals, from the sign language of the 501st - *silence* *friendly/ally*.

He saw her frown in confusion, and her eyes narrowed. Something brushed his mind (so different, warmer than Ventress' rage), bringing up memories of the past, when he was more than trooper CT-7567. The cold surged up, only to back off from the warmth as her eyes suddenly widened.

"Rex!" she whispered, incredulous joy filling her voice.

The whisper was salve to his soul, filling the void that he had lived with for the long winter of the order. His current post was isolation in a crowd - either new, emotionless shinies or commanding officers who would never have been considered even potential material under his old command; they were cruel, lacking thought and empathy for their troops, with both groups having little but contempt for a trooper who was only good for light duty until recently. He had been so lonely...

"All units, report." The command suddenly squawked through his comlink, snapping him back to the present and waking the cold monster to struggle against her warmth, making his hand shake again. Ahsoka snapped off her smaller shoto blade to reach for him, and he could feel the order loosening its hold, letting him breathe -

Feeling daring, he added his reply to the other voices on the frequency. "CT-7567 reporting, all clear." He stood there shaking, as he tried to fight the cold.

*Come with,* she signed, compassion mingling with sorrow on her face.

*No/not now/later,* he signed back, reality a bitter taste in his mouth. *Not safe.* He knew she could sense his reason - the cold beast inside was merely waiting to act, not banished. *Stay* *Hide* *Wait*.

*Ship* *Leave/not now*. Her hopeful look both warmed and pained him.

Gunfire erupted from outside, followed by an explosion. She nodded as he turned and left without a further 'word' - if he was staying, he couldn't not run to something like an explosion. He didn't look back.


Outside, all was in chaos. Another bomb went off across the street from him as he exited the building - civilians ran in all directions in panic as some of his brothers lay ominously still in the street. He ducked down an alley as gunfire broke out - he wasn't sure who was shooting, but friendly fire was every bit as deadly as hostile.

At the end of the alley lay one of the shinies - a rookie dumb enough to go somewhere without backup, who paid the price. A scavenger crouched over the still figure, snatched up the gun and, seeing Rex, continued running. He ran to the fallen trooper, knelt to check for life signs, but it was too late. He felt a surge of sorrow for the young life lost, but his mind spurred his hands into illicit action. The fallen man's comlink and extra charge clips were slipped under his belt even as he radioed for a medic.

A call came, summoning him to join the firefight. As he left, he deliberately didn't look back despite the hastily suppressed sound of a baby's cry. His footsteps dragged slightly slower than he could truly run, so he wasn't quite in time to block off the rebels' escape, and his shots were close, but missed the culprits as they fled.


Night watch wasn't the curse it normally was. He deliberately calmed his mind as he watched the monitors - to the observer, he was just CT-7567, dully watching screens as nothing happened. Inside, however, Rex was thinking furiously, testing and probing at the lessened clamp of the cold order on his mind. The purloined comlink didn't cause so much as a pang, and the memory of A...- the Togruta and the family behind her was also safe for him to think of, unlike before the encounter - before her efforts, her image would have frozen him. Now, he could do and think small things... as long as the thoughts he was a member of the Imperial Forces and never desert were present. An attempt to think about leaving made the beast stir...

He firmly squelched his despair - so, he couldn't leave. That didn't mean he was totally unable to help...

A corner of his mouth quirked up as he made some decisions. As an older member of the company, and only recently returned to full duty, he was frequently reminded that he wasn't always fully up to date on current activities and technical details, and one of his regular habits while on night watch was to scan the Imperial net and technical manuals, often downloading the information onto a pad to read while off duty. Tonight, he fully loaded a data stick - troop movements, intelligence reports, weapon and ship schematics - anything he could access that didn't require special clearance was fair game. Once the download was complete, he paused thoughtfully. No one in his current company knew him very well - they would merely think that the old man was getting sentimental...

To CT-27-5555

I would like to thank you for your thoughtful message that was passed on to me during my stay at the medcentre. It was very encouraging to hear of the accomplishments of the members of the 501st during these times of change. I find it very interesting to hear of Appo's success as commander of the 501st and his close work with Lord Vader - it seems he is well suited to the position, and has assembled a company befitting Lord Vader's command. Even out here on the rim, I have heard of the efficiency and thoroughness of the 501st under Lord Vader's command - all of the men currently in the unit must be very proud.

I also wish to congratulate you on your promotion to your own command. Your posting to Ryloth may seem to be relatively quiet in the happenings currently in the galaxy, but I am sure it will lead to greater things. I must say you did extremely well to persuade Appo to assign you Jesse, Kix and Tup. I recently had reason to think of the campaign on Umbara - you never know when a similar situation may happen, and the resourcefulness the four of you showed then will serve you well. You have a good core to build on for your squad - add on possible good will from senior ranks, and you should advance quickly. The Captain Tarkin we rescued from the citadel is now the Moff Tarkin - he owes you a debt, especially since you personally led everyone to safety in the tunnels under the Citadel. These qualities should come to your assistance now.

I'm sure I will be hearing good things about your unit. Perhaps, if things go well, I may join you in the future.


Fives would either read between the lines and prepare, or think he had gone insane. The other intended reader would hopefully follow up on the clues. He hit send, then saved it to the data stick. Both were clever - they would figure it out.


As he anticipated, the next day the commander split the company - half the troops were to continue building to building searches for rebels, while the other half were assigned the spaceport to block off an escape to a ship while checking for likely candidates for said ship to be impounded. It wasn't difficult to anticipate how the company would be divided, and he soon found himself with a lieutenant and a bunch of shinies marching to the spaceport. Once there, he subtly shifted himself into a position that resulted in being with the squads assigned to search ships in pairs, along with port officials.

Once, he would have taken his rookie partner under his wing and tutored him as they walked along, pointing out clues to watch for, encouraging thoughts and questions. Now, he walked silently to the assigned section of ships, eyeing his companion warily from behind his helmet, watching for his habits and weaknesses. The rookie walked along, periodically checking his pad and asking the official (a bored looking Pau'an) questions, oblivious to Rex's cold assessment of his abilities.

"OK, let's start here." Like the rest of the men in the unit, the rookie had no problem with ordering around an old re-hab, someone who wasn't good enough to not be damaged, who had resigned from command. He sighed, looking down the row. "You take this row, I'll take that one."

Rex remained silent, and walked to the first ship. Procedure required that they stay in a pair for this - normally, he would have questioned a needless break in safety protocols, but the sloppiness worked to his advantage. Now, he wouldn't have to test the limits of his newfound stealthiness by looking over his shoulder every minute. Sighing, he looked down the row as he waited for the Pau'an to open the first ship - he could understand the rookie's decision. There were a lot of ships - it was going to be a long afternoon.


It was two hours later before something piqued his interest. The ship wasn't really very different than any of the others - a small, rather shabby freighter, with a few dents and scorch marks from a long lifetime of use. It was the small, straight slice on the side of the hatch that made his eyes narrow. Below his shoulder height, it wasn't deep enough to damage the air seal, but went straight through the metal, like a slice from a knife. He was grateful for the concealment of the helmet - his face would have given the game away immediately.

Carefully, he nodded his usual acknowledgement to the Pau'an, and trudged up the ramp. Once out of sight, he immediately went to the cockpit, and started to search.

There had to be something else. Something else to show that it was her ship - the slice on the hatch was the perfect height for a slice from the tip of her lightsaber (he could see it now - her standing on the ramp, deflecting shots as she provided cover for someone else to board, a slightly too-wide swing nicking the hatch...), but he needed something else to feel sure about this being the right ship. There had to be something...

There. Tucked into the arm console of the pilot's seat, on top of a clutter of stuff. Civilian pilots often would keep tokens there for luck and this would be considered such by most. An akul tooth, on a strand of silka beads - she would know that if he saw it, he would know it to be hers. The alert for the rebels mentioned nothing of her, nothing of a J... former peacekeeper.

Quickly, carefully, he tucked the comlink (current communication frequencies), the power cartidges (new design) and the data stick into the clutter. His fingers brushed the akul tooth, and he allowed himself the luxury of a brief second of longing. The cold beast twitched, and he grimly steered his thoughts away from coming back to this ship later. Things were what they were - he would do what he could, as long as he could, and count it a better lot than what it could have been. If only she had had more time...

He stiffened his back and marched back down the ramp to his lonely winter.