Actions

Work Header

The Good Soldier

Work Text:

Your designation is CT-7567. Captain. 501st Clone Battalion.

But your name, the one that matters more than any number or rank, is Rex.

You were a good soldier. You followed orders.

Well… mostly. You were the second-in-command to Jedi General Anakin Skywalker, after all. Your General was never all that good at following the rules.

But he saw you as more than another expendable clone trooper. He saw you as a person and treated you as such. So did General Kenobi and Ahsoka Tano. Not many other people did that: treated you like someone who could make choices instead of blindly following orders.

And then the Empire took those choices away.

Most of what you remember from that brief period after Order 66 was issued but before Ahsoka managed to remove the chip in your head was the feeling of calm. Just another mission, just another tactical problem to be solved, nothing to worry about.

Good soldiers follow orders.

It was reassuring at the time. Afterwards, it made you sick.

You were one of the lucky ones: you were able to fight off the orders long enough for Ahsoka to escape and come up with a plan. You were the one she decided to save. She didn’t have to do that, and even though you’re grateful that she helped you, a brittle part of your heart wonders if she could have saved more than just you.

Every other soldier in the 332nd Company died when their ship crashed on a nameless moon. The explosive impact was the closest thing to a funeral pyre that they would ever receive.

Hundreds of your brothers are gone, burned to death in the snow. Dead because of you, because of Ahsoka, because of Maul, and because of the cellular detonators in their brains that took away their choices. It took all of your combined efforts to bring your brothers down.

The only comfort that you have is that Ahsoka survived. If you hadn’t pulled off the impossible, if you hadn’t been able to warn her with the split-second of resistance you were able to scrape together, if she had died by your hand and your blasters… you would have put that same blaster to your own head and pulled the trigger.

It isn’t as much of a comfort, but you are also relieved that you weren’t the one who killed your General. It must have been Appo—did he fight the order as well? You’ll probably never know.

It’s impossible to imagine General Skywalker being dead. He was rash, impulsive, and almost suicidally reckless, but he always managed to make it through to the other side even though he should have died a thousand times over. You wonder if this might be another instance of him beating the odds, if one day he’ll show up with a crazy story and a cocky smile like he usually did.

But as time goes on, the truth settles on your heart like a heavy weight. If he had survived, he would have returned by now.

Your General is gone.


Most of what you feel is grief, but there is something that burns in you like the fire that consumed the wreckage of that Star Destroyer:

Not only did the Empire give the orders to kill your General, it also gave the remains of the 501st to Darth Vader. “Vader’s Fist,” they’re nicknamed now. It feels like blasphemy. Desecration. Pollution.

Time goes on and your anger only grows; you see the grey in your beard and the lines on your face and even though you’re only twenty-five, you’re starting to look like an old man. You’re no longer in peak physical condition, which means that your surviving brothers aren’t either. 

The Republic barely treated clones as sentient; you suspect that the Empire is far worse about it. They would call it something sterile and cold—decommissioning—but it wouldn’t change the fact that in another few years, you will not have any brothers left other than Wolffe and Gregor, who are living with you on Seelos.

You didn’t follow Ahsoka to the Rebellion because you were done with being a soldier, but it starts to itch inside of you: that feeling of duty. Not for a government, or for a commander, but for the people that you care about.

Maybe there is something you can do other than firing a blaster. 

Maybe you can rescue your brothers.

You resolve to find a way.


The rebel tech’s eyes widen as she reads the display. “You’re still in the system.”

You knew that it was a long shot, and the fact that it worked is enough to freeze you in place. When the Galactic Republic turned into the Galactic Empire, it left most of its bureaucracy in place, especially in the military: rosters, protocol, and everything you need to locate your brothers. You provided enough information to the Rebellion so that they could hack into the records of the Imperial Navy.

You skim through the roster of the 501st Legion: some of the designations are obviously human recruits, not clones, but you see a lot of familiar names on the list. The remaining clone troopers still make up almost half of the soldiers. 

You also see the list of casualties and notice something strange: the entire 332nd Company, everyone who died in the crash, are marked as deceased.

Except for you.

Did the Empire discover that you had survived? You and Ahsoka had left evidence behind to show that you had both died along with the others, but maybe they figured it out. Maybe Maul told someone. Maybe Ahsoka’s cover was blown.

But no… that doesn’t seem to be what happened, you realize with another chill, because it isn’t just that you’re not marked as deceased: you’re still on the active roster.

In fact, you’re still listed as the second-in-command.


“Right,” you tell yourself as you squeeze yourself back into a uniform, “just show up on Mustafar, keep a straight face, and then escape with all the clones in the 501st. No problem.”

The thing that the Rebellion didn’t really understand, despite you explaining it several times in an increasingly loud tone of voice, is that the soldiers in the GAR didn’t decorate their armor so that they could tell one another apart. It was just for ornamentation, a way to feel like you were unique in an environment that demanded that you be the same.

There were other ways to identify one another. Inside the helmet of every single trooper’s uniform was a heads-up display that provided information on every soldier within one’s visual field. It had three methods of designation: infrared markings on the armor, voice matching, and facial recognition. It’s the last two that surprise the civvies the most—”Don’t all clones look and sound exactly the same?”—but the truth is that by the time a clone reached maturity, environmental factors would bestow a certain amount of deviation from the original, giving him a voice and face that was distinguishable by any recognition software.

Meaning that, if you were observed by someone who had a helmet, the software would inform them of your designation and rank. As long as Vader isn’t around to countermand your orders, you could theoretically steal the entire 501st out from under him.

You’ll just have to be quick about it.


Your contacts in the Rebellion regularly monitor Darth Vader’s whereabouts (since his unexpected arrival would spell doom for any operation), so the moment they inform you that he has departed Mustafar on an errand for the Emperor and left almost all of the 501st behind—that’s when you make your move.

You felt bad for your brothers for having to obey the orders of the same Empire that killed their General, but now you feel even worse for them having to live on a planet as terrible as Mustafar.

You walk right in through the main doors of the fortress. The troops stationed there are obviously shinies, because it takes them a second to realize that you’re even there.

Your gamble paid off: the Imperial armed forces kept the same software for the next generation of uniforms, meaning that every soldier you see is now receiving a message that clearly states that you’re their commanding officer.

Soon enough, your brothers are there to meet you. They’re not entirely clear on why it took you almost a decade to return, but mostly they’re just pleased to see you because they finally have someone who they can complain to about the lax standards for these human shinies.

You announce that the clone troopers have a new assignment: relocation to Seelos for intensive training exercises. You figure that between you, Wolffe, and Gregor, you should be able to fix that whole chip issue and then they can make up their own minds. You’re admittedly not thrilled about having to order them into going with you, but it’s really the only way that you’re going to get them away from the Empire.

The human soldiers are extremely confused but are apparently used to receiving bizarre orders, so you tell them to assist the clones in packing up for departure.

The ship is prepped and ready to launch and even though you’re sweating blaster bolts you finally realize that this crazy scheme might actually work—

You are interrupted by a deep voice behind you: “Rex?”

You freeze. Darth Vader has returned. He wasn’t supposed to be on Mustafar, but here he is, and here you are trying to defect with his soldiers, and if you’re very lucky he’ll kill you instantly instead of interrogating you for information about the Rebellion.

As you brace yourself and turn to look at him, it occurs to you to wonder how Vader even recognizes you and why he is addressing you by your name rather than by your designation.

“Rex, where the hell have you been?”

And by sheer reflex, your posture straightens and your arm locks into position and you find yourself saluting the only person it could possibly be behind that mask: your General.

“Sir!” you respond, trying to keep the horror you’re feeling off of your face. “CT-7567, reporting for active duty. Apologies for the delay in making my report: I was left without adequate supplies to return to Imperial space.”

“Adequate supplies?” Vader asks.

“My ship crashed.”

You are desperately trying to figure out what your General is thinking based on his body language, but mostly you’re silently panicking over the weak explanation that you just offered for several years of being ostensibly AWOL.

At last, Vader speaks: “You always were a terrible pilot. Welcome back.”

Your excuse somehow worked.

You feel like you’re about to pass out.


Vader puts you back in command of the 501st in reality as well as in name.

In the process, you learn several very upsetting things: that Appo died three years after the fall of the Republic, that General Kenobi was the one who gave Vader the injuries that necessitated that life support suit, and that your former General has executed nearly 70 members of the 501st over the years, usually by strangling them to death with the Force.

Judging by the look in some of your brothers’ eyes when they talk to you, morale has not been especially high for a very long time.

While you work out how to escape this bizarre situation, you decide to do your best to improve the conditions that you have control over.

Vader never asks why you were trying to relocate the clones in the 501st to Seelos. You spend the first week of your new command waiting for someone to grow suspicious, because you know that your brothers are all smarter than those empty-headed shinies, but no one confronts you about it until the day that Loose (CT-7005) and Poka (CT-9909) reveal that almost all of your brothers figured out what you were planning the instant you showed up on Mustafar.

As for why they never informed Vader, they explain that your presence here has influenced your former General in so many positive ways that life in the 501st has actually become bearable again. 

“You could be sending a live-feed of our operations right to the Rebellion and none of us would mind,” Loose says wearily.

“But we’re definitely not letting you leave, sir,” Poka adds.

The three aborted escape attempts that you make after that conversation are proof that they weren’t kidding around.

Like it or not, you’re back in the Army again.


Things begin to get weird.

They were already weird, but they somehow get weirder, because with every passing week Darth Vader is acting less and less like, well, Darth Vader, and more and more like General Skywalker.

Not that it has made him any less ruthless towards rebellious worlds (though you do your best to blunt his usual strategy of ‘wholesale slaughter’ by arguing that it makes more tactical sense to do literally anything else), but he has grown more talkative and you almost have what could be considered an actual conversation every so often.

Then he starts reminiscing about the war and it makes your skin crawl because most of the anecdotes are from missions with the 212th and it’s obvious that he can’t decide if he misses General Kenobi or despises him. You suspect that it’s a combination of both.

Just when you think it isn’t possible for things to get any more bizarre, he summons you to his chambers and tells you the news: Imperial Intelligence has discovered that Ahsoka Tano is still alive.

It takes you a few minutes to realize that Vader is excited.

“Once we find her, Rex, the 501st will finally be back together,” he says. “It will be just like it used to be.”

“It is… possible that she may object to serving the Empire, sir,” you point out hesitantly. Better to brace him for disappointment now, you think.

“It doesn’t matter what she thinks about the Empire, Rex,” Vader scoffs, as though it’s obvious. “This is where she belongs: with us.”

Years of experience have taught you not to sigh audibly when the General says something ridiculous, but you are definitely a bit overwhelmed by two new realizations:

First, Ahsoka has no idea that Vader used to be General Skywalker.

And second, Darth Vader might be going completely insane.


The only positive thing to come out of Vader’s relentless pursuit of Ahsoka is that he is no longer spending that time crushing uprisings or being otherwise useful to the Empire.

Meanwhile, he is annoying the hell out of everyone in the 501st. Your General was never good at being idle, and there is only so much that one can do while chasing down lead after lead, so he spends most of his time roaming around the Star Destroyer and trying to engage his troops in conversation. The clones are mostly perplexed, but the human soldiers are terrified of somehow saying the wrong thing to the giant psychic cyborg that could strangle them to death without laying a finger on them.

“Rex,” Vader remarks at one point, “I am beginning to think that we should be more stringent in who we assign to the 501st. Most of these new recruits do not seem to be very bright.”

“Well, sir,” you say with a shrug—because what else can you say?—“You know how shinies are: couldn’t even find their own helmets with an astromech helping them navigate.”

He makes a noise that almost sounds like a laugh. “Speaking of which, we should request a few more astromechs.”

“I’ll inform the supply officer, sir,” you reply wearily.


Despite all of your efforts to slow down the search, the 501st is too competent to fail for long: you finally apprehend Ahsoka on Takodana.

Fortunately, you get to her before Vader does.

“What are you doing?” she demands. “How could you possibly join the Empire—”

“I was trying to get the clones in the 501st to defect but then I got stuck,” you hiss at her. 

“What do you mean, ‘stuck’?”

You’re running out of time before you’re observed, so you need to get to the point, even though you know it will break her heart. “Vader is the General,” you tell her.

It takes her a minute to realize what you’re saying. “…Anakin?” she asks, horrified.

You nod. “I don’t know what happened back then… but something strange is going on with him, Ahsoka: he thinks we’re back in the war again.”

“What are you talking about?”

“He’s not here to kill you, Ahsoka. He’s here to bring you back to the 501st. He wants to go back to the way things used to be.”

Her eyes widen. “He’s delusional.”

“That’s one word for it,” you sigh. Then your posture automatically straightens as your comlink beeps. “He’s here. I promise you, Ahsoka, I’ll find a way to get you out, but first…”

“What?”

“But first,” you say as the idea begins to form in your mind. “First, I need your help.”


Ahsoka’s first encounter with Darth Vader is… well, it’s much less bloody than you had feared.

“Ahsoka,” Vader greets her, sounding stunned. “You’re… taller.”

“So are you,” she says coolly.

He looks over the pair of sabers that you had to take from her. “I see that you have constructed new lightsabers.”

“All thanks to the Inquisitors that you sent after me,” she snaps.

“They were obviously no match for you,” Vader replies, a little defensively.

“They were Jedi hunters!” Ahsoka yells. “You joined the Sith and helped destroy the Jedi, and now you’re expecting me to—”

“You were no longer a Jedi anyway!” he shouts back. “Your place is here with the 501st. Rex, show Ahsoka to her quarters.”

“I’m not joining you!” she protests.

His reply is more indignant than anything else. “Ahsoka, I am your Master and you should show more respect!” Vader turns to you. “Rex, take Ahsoka to her quarters.”

“Come on,” you say, getting her out of Vader’s presence before either of them could start throwing things. Once you are out of earshot of anyone else, you hiss at her, “What did I tell you about not antagonizing him?”

“I heard you,” she hissed back, “but that was before I saw him face to face. It’s a little difficult to pretend that nothing happened.”

“Well, that’s the only hope we have of getting through to him, so start practicing your sabacc face.”

“If he calls me Snips,” she warns you, “I’m going to wrap that cape of his around his neck.”

You sigh but refrain from scolding her any further. One thing you’ve learned from this very strange period of your life is how to pick and choose your battles.


“All right,” Ahsoka tells Vader the next time they speak (both of them demand that you be present for this). “Boundaries. Lots of very clear boundaries.”

Vader waits for her to continue.

“First, I’m not helping you kill anyone.”

“We have other soldiers for that,” Vader replies.

“Second, I’m not learning anything about the Dark Side, so don’t even try.”

Despite the respirator controlling his breathing, Vader manages to make a sigh of obvious disappointment.

“And third, I’m not talking to you unless Rex is around.”

“Acceptable,” Vader says with a nod. “He should be keeping you informed of our movements anyway. You will act in an advisory role, just as you did during the Siege of Mandalore.”

You can see that it’s taking every ounce of willpower Ahsoka has to not scream at him.

You know that it’s agony for her, having to think about the war and everything that she lost when it ended, but the only way that the two of you are going to get through to him is to keep his thoughts on what his life used to be like—

“—back when he was a better person,” Ahsoka mutters the next time you remind her of your shared objective. She glares at you. “You do know that once the Emperor figures out what’s going on, our lives are basically over, right?”

“Depends,” you say grimly. “Hopefully we can stockpile enough ammunition before that happens.”


In spite of Ahsoka’s obvious resentment and Vader’s obvious irritation, things in the 501st do start approaching a kind of equilibrium. Occasionally, it feels enough like the old days that it’s almost fun: putting together strategies to accomplish the Empire’s twisted definition of “restoring order” while having as few casualties on both sides as possible.

The Emperor sends naval officers to “support” Vader’s efforts (which really means “resume the scorched earth tactics that the rest of the Empire is known for”), but he just sends them back to Coruscant again.

Palpatine’s patience eventually runs out. He summons Vader to Coruscant.

You knew it was too much to hope that he would refuse to obey that order, but it doesn’t keep your anxiety from coalescing in your stomach like a lump of durasteel.

You tried to explain to Vader that Palpatine had specifically ordered the clones in the 332nd Company to kill Ahsoka during Order 66 even though she wasn’t a Jedi at that point, but Vader seems incapable of worrying about that. 

“I will explain to him that things are different now,” he says. “You are both valuable members of the 501st. There is no longer a reason to kill you.”

He refuses to see reason, which you suppose was your goal all along… just not like this.

The entire 501st assembles on the deck of the Star Destroyer for the Emperor’s arrival. Vader forces you and Ahsoka to be there.

“My Master,” Vader says, kneeling in a way that you still find incredibly surreal, because that is your General and he doesn’t even kneel when he drops something, let alone kneel in deference to another person.

Really, the idea of your General being deferential to anyone is a little funny, even if you don’t feel like laughing at the moment.

“We should run,” Ahsoka hisses at you while the two Sith Lords talk.

“Just wait,” you whisper in reply.

You go back to paying attention to the conversation, and you realize with a wince that it isn’t going well. The Emperor has dropped any pretense of congeniality and is now just berating Vader for his sentimentality and weakness.

This is it, you think to yourself, as Palpatine orders Vader to kill you and Ahsoka. 

All of your efforts come down to this moment, when you find out who is behind Vader’s mask: the good soldier who obeys orders, or the lunatic who earned every salute you ever gave him?

You should have known better than to doubt your General’s ability to beat the odds. 

You can practically see that cocky grin of his when he says “Not a chance.”

“Weak-minded fool,” Palpatine spits at him. “You will regret your insolence, but first…” He spreads out his arms and addresses the rest of the soldiers. “Ahsoka Tano and this defective clone are traitors to the Empire.” His mouth twists in a horrible grin. “Execute Order 66.”

The assembled troops draw their weapons and aim.

You take a deep breath… and then grin back at the Emperor.

The Empire took away your brothers’ choices once. You refused to let it happen again.

Every single chip is gone. 

Their loyalty had to be earned.

And the Emperor was not the one who earned it.

He might be a Sith Lord, but even Palpatine can’t dodge the combined firepower of the entire 501st.

Neither can his red-robed guards.

The General is obviously still absorbing what the hell just transpired, which is why you clear your throat before asking, “General Skywalker, permission to dismiss the troops back to their stations?”

He nods.

Once the deck is empty of everyone except for the two of you and Ahsoka, he turns to you. “What do we do now?”

“Well,” you say as the implications of your unlikely success finally hit you, “either you just defected or you launched a coup, sir.”

“Do you think the Rebellion would let me join?” he asks.

“I’m pretty sure they wouldn’t,” Ahsoka says drily.

“Well, I don’t want to run the Empire,” he says, sounding a little disgusted.

“While we figure out our next move,” you suggest, “how about a little R&R?”

They both look confused. “Where?” Ahsoka asks.

“Ever tried hunting joopas?” When they shake their heads, you smile and contact the bridge with orders to set a course for Seelos.

Gregor and Wolffe are about to get the surprise of their lives, you think to yourself.