This fic is dedicated to spikala as a thank you for the encouraging review.

Star Wars and all associated characters belong to George Lucas. The song "Loyal" belongs to Dave Dobbyn.

"I can't remember the last time I thanked you,

Keeping my distance unintentionally.

Too close for comfort, just ain't close enough.

If I could have more time we would brainstorm.

Rex uttered some choice words, as he tried to adjust the unfamiliar armor for a better fit. He had no idea how the Zygerrians managed with this rig, but he for one would be more than happy to return to his Phase II. It wasn't just the fact that he was trying to fit himself into armor meant for a leaner, more feline frame. It was the smell, too.

"Need some help there, Rexster?"

He turned to see Ahsoka just a few steps away, regarding him in silent amusement. She too was dressed for her role in the upcoming mission; a simple dark dress that covered her from neck to toes.

"Actually," he said. "I'd appreciate it, Commander." He turned so she would have a clear view of his back. "I just can't seem to adjust these straps properly." And he twisted slightly in order for his fingers to reach the offending strap.

He heard a rustle of cloth and then slender fingers, slightly cooler than his, brushed against the tips of his own. He jerked slightly, then tried to hide the involuntary movement by giving the unfamiliar chest plate another tug. Luckily, Ahsoka didn't appear to have noticed.

"This one here?" she asked and pulled gently at the strap in question.

"That's the one. If you could tighten it a bit further, I'd be grateful Commander."

"It needs more than tightening, Rex." She said, laughter now in her voice. "You got it totally twisted around."

Her fingers slipped beneath the strap, brushing against the bodysuit covering his skin. He felt a tingle go through him, the spot where her fingers had brushed him suddenly going warm. Ahsoka righted the strap, then pulled it tight with quick, agile fingers. Before he could adjust the set of the chest plate, she did it for him, tugging it at the back and at his shoulders, to get a better fit.

"There, that ought to do it. Now do me."

He sputtered at her choice of words, turning around quickly, wide eyed and dazed. She couldn't have meant that of course. It was merely a poor choice of words, his own mind going places it had no business in.

She had turned her back towards him and Rex was grateful beyond belief that she had not seen his momentary lack of composure. Until he saw just what exactly she wanted him to do. The long, dark dress was nothing more than a cover for her real disguise; a flashy, electric blue costume that would serve to convince the Zygerrians that his commander was, in fact, a slave. The dress closed at the back with a series of catches, easy to close and release. She had managed the first two, but the lower ones were still undone.

"C'mon Rex." She said, a note of impatience in her voice. "I need you to do these up for me. I just…can't…reach." And she demonstrated by trying to wiggle her arms far enough down her back to close the dress.

"Yes, sir." He said, though the response felt utterly banal. Still, it was the only thing that came to his mind. He stepped closer to her, breaching the gap between them and put his hands onto the edges of her dress.

The dull, dark color of the material made the sienna of her skin stand out even more than usual, creating an eye-catching contrast between it, her skin and the vibrant shade of the slave costume. Somehow, Rex couldn't take his eyes off of that small, exposed patch of skin, even as he closed the remaining catches.

His reaction was utterly ridiculous. The Force knew he had seen her in less; the youngling clothes she had worn when they had first met had certainly revealed more than enough skin. But this was different. Because she was no longer a youngling. Ahsoka Tano, his commander and friend, was growing up and growing up remarkably well in so many ways.

"You fall asleep back there, Rexster?" She asked, teasingly.

He felt the tips of his ears heat up and thanked whatever small mercies there were that she had her back turned towards him. "Sorry, sir." He said, mind whirling while quickly closing the last of the dress's catches. "Just thinking about the mission." Because that's where my mind should be: on the mission and nothing else.

She turned towards him, smile still in place, though this time it was a little sadder, a little more contemplative. "I know what you mean. I can't stop thinking about it as well. All those people…" she trailed off, looking out over the ship's hangar; seeing, but not seeing the durasteel surrounding them. "I know I shouldn't let it influence me," she said, her voice barely above a whisper. "I'm a Jedi after all, but…" she bit her lip in anxiety and turned back to him, her eyes large and worried. "Those are my people, Rex."

He put a comforting hand on her shoulder. "I know, Commander. And we will get them back, I promise." His lips quirked up in a half-smile, trying to lighten the situation for her benefit. "Even it means wearing this kriffing piece of Zygerrian armor."

His quip got the laugh he wanted, and he watched as Ahsoka raised her hand to her lips, stifling a laugh. He smiled back, then suddenly noticed just how close they were standing. She must have noticed as well, because her smile became softer, a bit quizzical. He wanted to say something, though he had no idea what.

"Rex, Ahsoka, get ready you two. ETA in thirty minutes." General Skywalker's voice sounded over the comm. and made both of them jump in surprise. Rex could practically see the moment shatter around them and he couldn't help but feel a moments regret for something that could have been said.

But it's not right, not now, he thought. Right now, she needs a friend.

"I guess that's our cue," she said and donned the last piece of her costume; a hood that covered her face and montrals completely, leaving nothing but her eyes exposed. He nodded curtly and donned the helmet that went with the Zygerrian rig. Like the armor, it smelled of a stranger: strange man, strange species and the fact that he had taken the rig off of a dead Zygerrian slaver did not improve the situation. But he would endure. He had a good reason to.

They stepped away from each other, building a bit of distance between them. He felt the lack of her closeness, but pushed it aside, for now. Perhaps later. Perhaps, if he had more time, then…

"And I love you tender, but we must walk away,

Keeping you on my greeting card file.

And if it were different – did you know it ain't?

Let's get on with it love…"

He watched her stride across the hangar bay of the Resolute, tall and proud. In the few short strides it took her to reach him, he could see and catalogue all the differences these past three years had made in her.

Her walk was no longer an over-eager half-run, but a controlled, confident walk. Where she had once had to lengthen her stride to keep up, she now walked securely at her own pace. Where one lightsaber had once hung from her belt, there were now two - a sign of her growing skills with the weapon. Where she had once worn the carefree clothing of a youngster, she wore the gear befitting of a commander who had seen plenty of action and expected to see far more before the war was over. She had grown taller as well; her lekku growing longer, her montrals curving further up her head. She was no longer the 'kid' he had affectionately nicknamed her. She was a young woman now and ready to begin a life of her own, away from the constant vigilance of her Master. Away from him.

Her smile grew as she drew closer, her eyes sparkling in delight to see him. "Rexster, come to see me off?"

He forced a smile so as not to spoil her good mood. "Thought I might. Didn't really have the chance to do a proper job of it last night."

She laughed at that. "Yes, well. Last night was a bit crowded, I'll give you that."

It had been indeed, though he hadn't been surprised at the turnout. Ahsoka had served with the 501st for most of the war and the men had grown quite fond of their little commander. It was only natural that they would come out in droves to say goodbye to her. His eyes unerringly swept up, looking at where her Padawan braid had once hung. She was a Knight now and ready to take over her own command. He just wished…

"I wanted to wish you good luck Comman…I mean, General." He quickly corrected himself. Yes, she was a general now and she was not his general. He would have to remember that.

She put a hand on his arm, gave him a gentle squeeze through the armor. "Thank you, Rex. It…it means a lot, you being here."

He looked into her eyes – such a bright and lively blue they were – and thought about saying the words that had been lodged in his heart for quite a while now. It could change things; would change things between them. As a clone, bred and born for war, he was well versed in the art of risk assessment, in approaching a situation from all sides and recognizing the damage he could inflict with the tools at his disposal.

"I can't imagine being anywhere else, General."

He was a clone and she a Jedi. If he said what he wanted to say, then it would have lasting repercussions. The most likely outcome was that she would reject him; perhaps not because she did not return his feelings, but because she was a Jedi and duty-bound to the Code and non-attachment. If that happened, then any hope of future meetings between them would be dashed to pieces, their relationship awkward and stilted where once it had been the most natural thing in his unnatural life.

Her eyes were soft as they searched his face, seeking something; some emotion or hidden message lost between the colloquial phrasing of his heart-felt sentiment.

"Rex," and she nearly whispered his name. "Is there something you want to tell me?"

If she accepted his words, embraced them even, then…then things could become even worse. Their bond could become a burden to her, an illicit secret between them that would demand constant vigilance in every casual meeting. They would have to carefully calculate and weigh each phrase, each glance in every public encounter, to ensure the affair would not be noticed by the Council. She was too much of a Jedi to give up her role in the Order for him and he would never demand it of her. He was, after all, too much of a soldier to leave the GAR for her. And secrets had a tendency to sour, to ripen into something darker. He knew that. He saw it in General Skywalker every time Senator Amidala was mentioned or close at hand: the burden of keeping your distance when all you wanted was to be close to someone. He couldn't do that to Ahsoka. It would dim her joy in her achievements and he was too much of a friend, too in love with her, to take that away from her.

"Just…keep in touch General." He told her finally and he could see her smile falter for a moment as disappointment shadowed her features. She took a step away from him, leaving a distance proper for a general and a captain in the midst of a starship's hangar.

"I will Rex. You know I will." She looked about her, but there was no one else near them at the moment. Quickly she stepped towards him again, throwing her arms around his neck and hugging him close. Unable to help himself, he returned the gesture. This was all there would be between them.

"Take care of yourself, Rex. And look after Master and the 501st."

"I will, Ahsoka."

He let her go and watched her retreating form climb into her Delta-7B, watched as the starfighter lifted off the hangar deck and disappeared into the endless glittering field of stars. Perhaps, if things were different…

"Out in the battle, flung far and used.

Where does allegiance lie?

Sometimes when all of your hopes, and all of your dreams,

Are too much to value in one moment."

Arms crossed over his chest, hands gripping the armor plating above his biceps hard enough to nearly crack plastoid, Rex watched as the burning Jedi Temple illuminated the Coruscant night. In his mind's eye, he could see the clone troopers securing the perimeter, setting up guards, dispatching patrols, checking the bodies against the roster to see who might still be at large. He knew the moves, the orders, because he had been drilled in them and because he had perfected them over the course of three bloody years of warfare. But he wasn't there to issue the orders, wasn't there to oversee the operation. And he didn't know whether to weep with relief or to drive his fist through a wall in anger.

Order 66 had been issued and the storming of the Temple had followed soon after. And the 501st Legion, along with their famed Jedi General, had been tasked to execute the maneuver, to take down the very heart of the Jedi Order. Except for him. He, Rex, Captain of Torrent Company, had been vehemently denied participation in the attack on the Temple, along with a few other select men from Torrent. And why? Because of loyalty.

Rex was a man who believed in the system. He had based many a decision upon his loyalty to the Republic. It had been his justification and consolidation when faced with the grief or anger of men who had just lost the only family they would ever have. He valued the Republic for what it stood for: democracy, freedom, and a safe haven to raise children. To fight for it had been an honor he had gladly taken up, even though he had no part to play in the system. Standing on the outside as its first line of defense had always been enough. And that was exactly why he had been deemed unfit for this mission. Because he had never hesitated to proclaim his loyalties, General Skywalker, his General, had considered him untrustworthy to partake in bringing down the system he had allied himself with and had applied the same logic to a few of the other men. So in his stead Appo stood at Skywalker's side, issuing orders to the men of the 501st and, with his new rank of Commander, usurping Rex's position as the Legion's second in command. And where the most loyal and capable men of Torrent Company should be standing, were shinies so strange, Rex doubted they could have come from Kamino.

There was a flare from the Temple, a temporary brightening of the flames and Rex knew that something must have exploded. The fuel of the ships stored inside the hangar bay, perhaps? He felt bile rise in his throat.

"What do we do now?"

He didn't turn around to look at the speaker, but neither did he ignore Jesse's inquiry. What was there to do? They had received their orders; they were to stay in the barracks while the world they had known and fought for went up in flames. The Jedi would be slaughtered and by the very men they had considered to be most loyal; to the Republic and to the members of the Order. They would be taken by surprise, many shot down before they even knew what had happened. Some would fight. He knew she would fight. But without help, without warning, what chance was there of survival?

Orders were meant to keep you alive; to be obeyed no matter what, because they fit into a larger picture you did not have sight of. He was a soldier who had undergone ten years of intense flash training and his body knew how to react to an order – even one he had never heard of before. But he was also a man who had fought side-by-side with the Jedi who were now to be executed one and all and his mind rebelled against the action the Chancellor's words demanded of him. Experience told him one thing; training told him something else.

There was a war raging inside of him, dark and violent and as hot as the flames consuming the Temple. And he had no idea which side would win. It was like being back on Umbara, trying to decide between loyalties and he knew, this time, he would end up staring into the dead eyes of a trooper once again. Only this time, the face staring back at him really would be his own. But would it be the soldier….or the man?

In the end, the battle was won with more ease than he would ever have thought possible.

He turned his back on the view of the crumbling Temple and faced the men of Torrent Company, who had been deemed too loyal by a man they had all sworn their allegiance to at one time. Kix, Coric, Tup and Checkers. Jesse and Zeer and a handful of others. He briefly wished that Fives were here as well, but the ARC trooper had long since gone off on a mission of his own.

"Scatter," he told them. They looked at him, eyes wide with the implications of the word, but none objected. With blank faces, they began to pack what little they had or could take with them. Rex oversaw them, knowing it was the last order he would ever give his men.

They left singly or in pairs and Rex watched them go, watching their six, until the coast was clear and he could make his own escape. He cast one last look at the barracks that had been his home for the past three years and felt his soul tear in two once more, the soldier within him not quite dead, as Rex suspected he never would be. There were still some of his men out there, good men who were only following orders and their training and the fact that he was abandoning them went against his very essence and sense of duty. But there was nothing he could for them now and he saved a few and was about to try to save one more innocent from the slaughter. It would have to be enough.

But the more distance he put between himself and the barracks, the more he felt the burdens of his many loyalties lift from him. He would miss them, but he was no longer beholden to his men as their Captain. His loyalty to the Republic was moot, now that that loyalty had become a sign for possible betrayal. Like shrugging off the strands of a web, Rex left behind the source of his inner conflict until he had but one strand to focus on.

He kept Ahsoka's face in the forefront of his mind as he made his way to the nearest spaceport and commandeered a vessel. Not a military shuttle, that would have been too easy to trace, but a civilian freighter. Coruscant was now under martial law and the word of a captain, even a clone captain, was now the word of law.

He would have to find her and quickly. This order would completely blindside her, as it would every other Jedi in the Order. After all, Ahsoka was as steadfast and firm when it came to her beliefs as he was and there was nothing she believed in more than the loyalty of the men she commanded.

Captain Rex was a man of faith and firm beliefs and he was loyal to them and would use any and all resources at his disposal to defend them. And at this moment, all of his considerable focus and will was concentrated on only a single person; the embodiment of all that he held dear. Perhaps, if there was hope, then…

"And all of us anxious, but why hurry love?

History's here and now.

Oh and why are you waiting – waiting for what?

The history of some love?"

He found her on Nar Shaddaa predictably enough. It was the most logical hideout for people running from the law. If you wanted to remain anonymous as an outlaw, you went to a planet where the Hutts ruled. Except, the Empire knew that as well. So although he was not surprised to find that Ahsoka had sought refuge on the Smuggler's Moon, he was also not surprised to find her running from an Imperial patrol.

He knew how the men who were chasing her would proceed and he knew her well enough to know which tactics she would employ to escape. He cut in between them, heading off the patrol while catching up to Ahsoka, who had decided to make her stand in a cul-de-sac, lightsabers at the ready and a crumbling wall protecting her back.

When she saw him in his distinctive 501st blue, with the jaig eyes staring back at her, he saw her whole body shiver in disbelief. "Rex?" He could not recall ever hearing her voice sound so small, nor so uncertain. She was not sure where his loyalties lay.

He holstered his weapon and reached out a gloved hand to her. "Come with me Ahsoka. We need to go."

She looked from his hand up to the T-visor of his helmet, her blue eyes wide and frightened. Then the fear fled and she reached out her own bare hand and put it into his. There was no question as to where her loyalties lay.

They didn't talk after that; there was not time. Rex led her through the maze that was Nar Shaddaa, taking as many back alleys as he could, avoiding the more crowded walkways. A Togruta and a clone in full armor on the run would be noticed even in the jaded crowds of Nar Shaddaa.

He had been well trained, but so had the soldiers in pursuit of them. By the time they reached the spaceport and the ship he had stolen, the Imperial patrol was only a few steps behind them.

"Go." And he pushed Ahsoka towards the ramp of the ship. "Get the engines started and plot a course. I'll buy us some time." It would have to be him; Ahsoka was already trembling from exhaustion. She had been running for a very long time. She stumbled up the ramp and he took cover behind some crates awaiting shipment. He didn't have to wait long.

When the first stormtrooper came into sight, he fired at the man's feet, making him skip back and dive for cover. He could have killed him, but Rex had not yet been able to cross that line. He would have to, if he continued on his chosen path, but not yet. The other stormtroopers had observed his fire and had sought cover of their own. They were ducking and weaving in and out of stacks of crates and other ships, spreading out so that he could not cover them all at once. He did his best, taking careful aim, trying to keep them back long enough for the engines to warm-up.

When the first three stormtroopers were only a few meters away, the engines howled into life. One of the troopers shot at him, just as Rex was leaning out from behind his cover to take a shot. The bolt of plasma caught him in his shoulder and the arm holding one of his blasters went numb. The side arm clattered to the filthy duracrete floor. And the stormtroopers kept advancing.

"Rex, where are you?" Her voice drifted towards him out of the ship, made tiny by the weak connection between the ship's sub-standard comm. system and his helmet's internal frequencies. "Sensor's are showing an increase in overhead traffic. They've called in reinforcements."

He judged the distance between his cover and the ship's loading ramp. He could hear the thrumming of the approaching gunships, even as he ducked the incoming blaster fire of the stormtroopers. If she waited for him, the gunships would most likely cut them off before they could escape the planet's gravitational pull and make for hyperspace.

"Ahsoka, go."

"Rex, no."

He returned the blaster fire even as he ignored the fire of pain in one arm. But he had heard the desperation in her voice, the weight of all the history between them and he could not ignore that. He made his slow way back to the ship, even as he argued with her.

"Ahsoka, if you wait for me, then neither of us will make it out of this alive."

"Get in, Rex."

"Ahsoka…" The air smelled of burned ozone, the ship's drives screamed in panic and the Imperial forces were closing in on them. And he was wounded and slow. Perhaps, if she waited for him, then….

"And we are loyal – haven't you known me long enough girl?

If I could see your heart right now,

Maybe there'd be a change or two."

"You could still go back," she whispered to him. He tightened his arm around her in response and looked out of the window onto the wind and sand swept streets of Tatooine. During the night, when the planet's two scorching suns had been replaced with its three moons, there was almost something like beauty to be found here. Even in a rundown hotel in Mos Gamos.

"I know it's tearing at you, Rex." She continued. "I can feel your pain, no matter how hard you try to hide it from me." She leaned forward and touched his face with her fingers, bringing his focus back to her.

He looked at her, taking in her face; the white markings almost grey now with fatigue, the blue eyes rimmed with red from her tears, her lekku hanging slack and heavy from defeat.

"You're a loyal soldier who had to betray everything he believed in for me." She brought her face even closer to his, rested her forehead against his cheek. "You don't have to choose between your loyalties Rex. You can leave me here and go back; look after Torrent and the others. I'd be fine."

He swallowed, but didn't hesitate in his answer. "I can't go back, Ahsoka. I made my choice and it was the only one I could have made." He closed his eyes and took in the smell of her skin, the feeling of her body against his.

"You and I," he told her. "We were both loyal to the Republic. But the Republic doesn't exist anymore Ahsoka. There's nothing left for us to be loyal to." He paused and fought to get the words out. Because he'd had the time and things had changed. He'd had his hopes and she had waited.

"Nothing, but each other." She spoke the words for him, took the weight from his tongue and lifted it onto hers with an ease he could only envy. But he knew how to answer her and that promise he did speak without hesitation.


Author's Note: Well, my first Rex/Soka fic. Another milestone. The opening scene takes place in season 4, between the episodes 11 and 12. The rest is non-canon.

P.S.: I have now rewritten the Order 66 part. I want to thank those of my reviewers who pointed out to me that the scene was rather weak and who offered me such great advice on the matter. Please let me know whether or not this works better now. I always welcome constructive criticism.