REBELS OF THE UNDERGROUND

Author note: This story BREAKS ESTABLISHED CANON. The reason for this was because I was terribly disappointed with the 2008-2015 animated clone wars. I feel like it was mostly a black vs. white battle instead of exploring the motives of both sides. I wholeheartedly believe that each side had its flaws, and the character development was non-existent. I am going to try to explore the motives of the Separatists and the Sith, as well as developing two of the most underrated and underdeveloped characters in the Star Wars universe. Yes, I will be following some canon, but expect a lot of leeway in this fic. I hope you all enjoy. This will be a multiple chapter story, so it's going to get updated quite a bit.

This story follows events mainly from Clone Wars (2003 version) and other mediums that heavily discusses the Clone Wars without making the CIS look like a bunch of cowardly, malevolent scum. In fact—surprisingly enough—some of these mediums even show the Confederacy in a more pragmatic, multi-faceted light. The more you read the obscure graphic novels and *confirmed* wikialore behind it, the more you realize that the CIS legitimately had some VERY valid arguments to be at war with the Republic, which had stooped to corruption so low hundreds of thousands if not millions were being enslaved and starved without the council even batting an eye. The reason these mediums are not well-known is because well, most people would rather see the Republic as the shining white light that always wins because they're good and the CIS are "evil"…as well as the justification for the Republic killing the millions of people who pledged support to it because the Confederacy actually offered to help them after the Republic ignored their pleas for assistance in extremely difficult times. These mediums discussing these topics in lurid, unbiased detail and also tend to be very dark and complex, which the new Clone Wars series lacks in both regards.

I will not only be exploring and writing about the unorthodox relationship between General Grievous and Asajj Ventress, but about the structures and the intertwining that exists within the Confederacy, to examine its complexity, inner conflicts, politics, leaders, actions and their reasonings behind them, and the idiosyncrasies of its authoritarian individuals. This story is rated a "hard" M for violence, profanity, and pervasive sexual content in later chapters.

With this verbose author's note out of the way…I hope you enjoy the story! Feel free to leave a review or any feedback as long as its not vitriolic. I like criticism, not trolls.

Chapter 1~The Separatist Meeting

Asajj Ventress had her fingers clasping together firmly, her right leg bobbing up and down impatiently. The lightsaber trainee and CIS commander of the army was currently sitting with a group of Separatist senators, intergalactic banking and trading chairmen, and assorted officers, including the wealthy and materialistic Neimoidian viceroy Nute Gunray and his assistant, Rune Haako, who were taking the avid pleasure of whispering to each other, pointing to the others in rapid quick motions and giving soft, patronizing chortles. She clenched her hands into fists. How she despised them and loathed them! It was then they decided to play their game on her she shot a venomous look at them, causing Rune to gulp silently and turn away. Nute quickly dashed his glance to his chest and inspected his attire.

The other individuals in the room were minding themselves, occasionally whispering questions to each other, glancing around the beautifully decorated room, and taking notes on their datapads. Ventress didn't mind the others. At least they mainly reserved to themselves and kept their acquisitive desires in their head, other than showing a little bit of it on their attire.

They were all sitting at table shaped like half a circle in a large, blue room at one of Dooku's large estates on the planet of Geonosis, which was a sandy dust ball of a planet on its own. When departing from the shuttle they had all been escorted on, Ventress overheard the Viceroy complaining about the dirt collecting on the bottom of his gown. While sand didn't bother Ventress a bit, she was distraught for a very different reason. Why were they here? What business had to bet dealt with on this almost desolate planet inhabited by intelligent insects? Why did Dooku want to meet here, of all places? Wondering if she had not gotten the full message, she turned to the male Muun sitting next to her, an Intergalactic banking chairman named San Hill. Feeling her stare, he turned and looked at her almost graciously. As he did so, Ventress caught Rune Haako from the other end of the table leaning forward and looking almost entertained by the spectacle.

"San," she spoke quietly and almost cautiously. "Did Dooku give you any info on why we're meeting here?"

San Hill only shook his head, however his almost sordid expression turned upward into a smile. "I do not. I was only informed there was going to be a big meeting on Geonosis from a message sent by the Count. I wasn't expecting there to be many others that were invited."

Ventress suddenly felt insecure. "I hope this isn't some kind of trap."

Her response was a peal of laughter from the Muun. Leaning back in her chair, embarrassed, the humongous white, double-doors of the room suddenly opened and in strode Count Dooku, Lord of the Sith and the leader of the Confederacy of Independent Systems. At once, she and the others stood and bowed before him before he made a sign with his hand for them all to sit down. They promptly did so, and he began to speak.

"I'm sure you are all wondering why you are all here today," the voice of the elder Count spoke. "I didn't make it quite clear why there is a meeting being held on a planet in the Outer Rim. I'm sure some of you haven't even heard of this planet before." His glance turned to Asajj before he continued with his speech.

"You think!?" Nute suddenly burst. "T'is planet is out of our way! T'ere better be a good enough reason why you had us go t'rough hell to get to this…this…ball of dirt!" Ventress shot a glare in his direction. Dooku reciprocated.

"Maybe if you be patient with me and not interrupt me when I've just begun, you will soon know your answer," the Count almost hissed before continuing.

"As I was saying, I am all thankful you could make it. Most gracious indeed, as this is very important and it is because of this meeting I may present to you all something that has taken a long while of planning and constructing." There was a harsh whisper before a somebody shushed it.

Ventress was no longer leaning back, now eager for what was to come. What is he talking about? Was he hiding something from us? She thought quickly before he was soon looking at her again…or was it Hill he was looking at? Either way, he was now showing a rare smile.

"As you may know, there is, other than commander Asajj Ventress, an official leader of our army of Neimoidian gunners and our Seperatist droid army. You, Ventress, have and still are a capable leader. However, I surmise it is rather difficult to manage so many mortals and machines at once?" The last statement ended up being a question, and he was waiting for her reply.

"Erm—yes my lord, I must freely admit it is. It is hard to offer guidance to the gunners and lead the droids at once. It is because of this I have had more casualties than I would have liked." It was odd being so open in front of not of the Count, but in front of many senators and chairmen as well. She kept her composure, and Dooku was surprisingly nonchalant about her bold statement.

He nodded. "Hm. Yes, I thought so." He took a couple strides to the left and made his voice more loud and bolder for the others to hear. "I understand that we cannot rely on just one commander to be able to manage officers, admirals, and soldiers both flesh and blood and metal while continuing to be my trainee." He almost nodded as if agreeing with himself. "She is capable, yet it is unrealistic to put so much pressure on a young woman." His smile was now almost broadening, and then he took more strides to the left.

"That is why, Ventress and the rest, I have been excited for this meeting to happen. No more, commander, shall you have to strain and worry about being the only leader of these fantastic armies. I, with the help of the fine craftwork and engineering capabilities of the Geonosians, created an individual that will be not only a powerful leader with awesome and rippling power, but a great adversary of the Jedi council." He lifted his hand up in the air, as if presenting something magnificent.

"Grievous," he said, momentously. "You may come in now."

Before Ventress could ponder over the name any more, the door opened and the owner of the name strode in and looked around, curiously. Ventress and the other couldn't help but look at him both in shock and awe.

It—no, he stood an inch over seven feet, his legs long and spindly. Covered in Duranium plating and possessing a very skeletal look to him, this "Grievous" fellow was frightening and rippling with power. Ventress thought for a moment she was looking at a unique, atypical droid, until she saw a pair of beautiful golden eyes surrounded by reddish flesh peering out of what looked like a warrior mask. A cyborg, she realized. That thing—no he, is a cyborg. If one glance was taken at Grievous, he could have very well been dismissed as an "it", but upon further examining, this was not the case. She could make out his well-sculpted, large pectorals and the faint details of what was a chiseled abdomen. A very slender, chiseled abdomen at that. In fact, he looked quite feminine in some aspects, with hid slightly curved hips and slender thighs and legs, yet Ventress could feel Grievous' masculinity. It was almost like a musk, and she felt a small tug in the Force. Not that it determined gender, yet it was a sense she had never felt before. Yes. It was a male. She knew, and Dooku had not even announced the gender yet.

As soon as the cyborg stopped walking, there was a burst of harsh whispering and frightened glances. Looking around her, everybody was murmuring to each other at once, their faces pale and hands trembling, except for one. Looking at San Hill, he was the only one staring ahead, what appeared to be an almost crooked smile on his long face. He just sat there calmly, occasionally taking glances at the others in the room.

He knew.

"Oh my…" she heard the female Neimoidian senator sitting on the other side of her proclaim, admist the chatter and panicky undertones. "Is t'at t'ing hideous."

Ventress felt her shoulders lock into place.

"My god, it looks like it crawled out of the womb of a damned Krath war d'oid," she heard Nute say among the throng of voices. Rune and a few other surrounding him starting laughing.

"Hideous"… "Unnerving"… "Geonosian Devil"… "Horrible"… "A Monster"… "Disgusting perverse"… "Interesting"…

She had said the word admist it all without realizing it, and many pairs of eyes landed on her, making the room more and more quiet. Before she could feel say anything, Dooku had begun to speak again, much to her relief.

"I was expecting you to all be surprised by this. Well, not all of you," he paused, as if pondering what he just said. "What you are looking at is the finest craftwork of the Geonosians. It is because of me, however, you are seeing this magnificent creation or flesh, blood, brain, and metal. However, you can also thank the Jedi for him being here."

A few gasps rose from the audience, including Ventress, but Dooku hushed them promptly.

"However, that is a story for another day. I'm sure Grievous wouldn't like to bring up such a horrible event." His voice had taken on a somewhat mixed tone. Before he could speak any more though, the cyborg suddenly raised hand partway up. The Count, somewhat startled by the silent outburst and sudden movement, nodded curtly. "Is there something you want to say, general?" A throng of sudden silence. General?

Grievous didn't talk right away, gazing at every senator, officer, chairman, and Seperatist council member in the room. His hands were behind his back, which was as straight as an arrow, and took his time scrutinizing every member, including her. There was something about his glances that could cut steel and make your heart skip a beat at the same time. When he turned his pupils in her direction, she found herself making direct eye contact and even giving a slight nod. He looked at her for a moment more before giving a slight nod and glancing further to the left. He accepted it, she thought. I nodded to him and he responded. It was when he was turned away from her she pondered why she had nodded to him.

"Council," his glassy, rumbling voice suddenly permeated the air, almost making Ventress jump out of her seat. There was a stern tone to it, yet not unkind. "It is an honor to be in your presence. Judging by your rather…invidious tones of voices and frightened whispers, you all—most of you must be wondering why I am here." Ventress found herself nodding her head.

Grievous suddenly lifted his skeletal hand and balled his fingers into a fist. "It is a long story, but sue to the insufficient amount of time I have been provided with, I shall give you a synopsis, if Dooku most kindly gives me permission."

The Count nodded his way. "As you wish. It may stir some confidence into these folks. Although I'm sure some of them already have some for you." He shot a glance at Ventress.

The cyborg began to pace slowly, his right hand making the smallest of motions as he spoke.

"I have always had a rather…strained relationship with the Jedi, to put it kindly," the cyborg began, Ventress taking notice that his voice took different tones and enunciated words better than any droid she had ever heard talk. It was like hearing an actual person speak.

"I hail from an Outer Rim planet known as Kalee. I'm not sure if most of you have heard of it. I belonged there to a species known as the Kaleesh, who were highly spiritual and were as tough as nails. When I was still all flesh and blood there was a war going on with an insectosoid race called the Huk—I see some of you nodding. You've heard of them?" He was pointing to a female Muun senator. She nodded, before he continued with his story. Other figures had been nodding with her as well.

"As I was saying, the Huk were a cruel, vindictive race. They harvested and stole our sources of food and overtime enslaved and slaughtered a total of 3,000,000 Kaleesh—men, women, and children." His eyes soon gave a far-away look. "I, along with many other men and women, were trained in the art of skilled and advanced warfare. We were able to decimate about half the Huk population, and over a period of short years the last of the Huk were removed from our planet. We were soon able to force them off our planet and we conquered theirs, making sure they could not come back with any surprise attacks."

He closed his eyes for a moment, remiscing before continuing. "This went on for only two Coruscant years, as the Huk eventually went to the Galactic Republic for help. The Republican for some damned reason gave them their sympathy, and my people were forced back to our barren, diseased, plight-filled planet by the Jedi. Most of them starved to death."

"T'e Jedi!?" Nute suddenly cried out, his fingernails scratching against the marble table and leaving little marks. Grievous turned his gaze toward the Neimoidian and nodded.

"Yes. The Jedi. They had the nerve to plant themselves in an issue they had no right for being and forced by people back to a planet with barely any food and resources left. They had no idea that the Huk were also responsible for killing my father, mother, my sisters, and…and a woman I loved with all my heart." Ventress gasped, and others followed, mostly feminine.

Grievous' body language remained the same, even though his voice was now carrying a melancholy tone. "I wanted to save my people. I couldn't let them all die because of the ignorance and selfishness of a council that knew nothing about us. I became an enforcer in the Intergalactic Banking clan, in which I was able to rank up and send assistance to my planet, as well as a hefty sum of money. I had been living on Coruscant, so I had to take the risk of trusting my planet would be safe from harm. I was known to my people as a savior, along with others as well, but I was the only one of that group left. They relied on me. Depending on me for safety and income, and was glad to provide it."

He took a good look around the room."This ended up working—until the Huk realized how vulnerable Kalee had become. Once they had borrowed enough money from the Galactic Republic, they attacked my planet once again. I realized I had to go back and fight, and on my way home in a shuttle, it exploded." More gasps. "I later found out the Jedi had planted an ion bomb on my ship. They knew of my arrival and didn't want me infiltrating on their politics and agreements they had with the Huk." He gave a shiver. "I was dying and in shock, but was saved and brought before Hill, who I had gotten to know beforehand and was lucky enough to have somebody from the Banking Clan find me. They worked with me and I agreed to be enhanced with cybernetics. It was a grueling, excruciating process, but I was able to retain my brain, my organs, my face, and of course…my pride." San Hill smiled and began to clap before a few others followed.

"I will not have the Jedi stand in my way and tread upon those whom don't fit their agendas. They will not get away with these deplorable, disgusting crimes. They think they have ended my very existence, yet wait until they get a lick of my lightsaber." He raised his fist. "Under Dooku's reign, I am not just a Kaleesh elite. I am a general. A Supreme Commander of the Droid Armies. With these armies, the Jedi's pathetic exitance will be judged and wiped from this galaxy!"

The rooms was filled suddenly with thunderous applause. Claps, cheers, and whoops resounded from the council, their faces in glee and shouting out praises and slogans for killing the Jedi. Dooku still remained stoic. Ventress, who hated the Jedi more than anybody else in this room, was not sure how she felt about this. She, too was clapping with the others, but also felt confusion. Looking at Hill's jovial, jumping form, she grew even more curious. Why hadn't Hill said anything about this before? She wondered. I almost feel like he's been hiding something from all of us. When she looked forward again, Dooku made motions to shush everybody, and Grievous was looking straight at her.

"Now," the Count finally said once the room had grown more quiet. "We now have two capable commanders in our ever-growing military, General Grievous and Commander Ventress. I do know that they shall not fail us." He gave her an almost mischievous smile. His smile was followed by a few uneasy, patronizing laughs from behind her. Grievous was still looking at her, curiously.

Nute Gunray suddenly spoke up. "Ah, Grievous. T'is is wonderful! You will be t'e most capable general. I have my faith in you." He crossed his fingers together. "Ah, it is much relieving indeed. An intelligent droid running our droid army."

He was rewarding with a sharp, cruel glare from Grievous. "Droid!?"

Nute and the other were taken back. Ventress, who thought the bastard deserved as much screaming and calling-out as the next guy, was even taken back by the general's sudden outburst.

"Well, sir, I didn't mean it like t'at. I wasn't saying it to be condescending. I—" The general had taken two large steps in the Neimoidian's direction.

"I will have you know I am not a droid!" The cyborg spat. "I can think on my own, plan my coordinates, and fight as well as any Jedi. Do not compare to me a mindless, soulless, clumsy machine. Like I said before, I have my heart and my brain so I am just as living as you are. The only difference is our exterior and well, our capabilities to handle even somewhat frightening situations."

Ventress nearly guffawed at the general's statement, taken back by his bold, honest, and daring statement, as were others. She almost wanted to laugh and clap and applaud the general for speaking his mind and the truth. However, there was a tension in the room thick enough to cut a lightsaber and she knew her bursting in would not help matters. Gunray was in an even worse situation, and his mouth was gaping open and his eyes as wide as a durian fruit.

"Are you saying I'm a coward!?" The Neimoidian viceroy snapped.

Grievous narrowed his eyes. Before he could say anything, the Count but himself in. "I will not have such debates in this place. You two are going to have to work together in the future, so you better start getting to know each other." When the Count turned away, Ventress swore she could hear Grievous whisper "I think I already have…"

The Count suddenly turned in her direction. "The same goes to you, Ventress. You and him will be together quite often, so I hope you two aren't wringing each other by the necks. We are relying on the both of you for this upcoming war, and you shall not fail us. To make the best of your results, you must work together. You must strategize, plan, and fight together. You won't be together all the time, but when you are, you both must be cooperative and swift. Any tension between you two will be chaotic, I can assure you." He seemed to be addressing this more to her than the general.

He clasped his hands together. "This meeting is now over. I will have you all escorted back out to your ship. Ventress, stay behind. I need to discuss something with you and the gernal privately before you're sent back to Cato-Neimoidia."

She agreed. Standing near Dooku in the center of the room, the Seperatist council and the rest headed out into the hallway, taking glances at the cyborg as they passed by. Nute, still fazed and shocked by the General's statements, didn't look him in the eyes. Head bowed low with eyes on the floor, he quickly shifted out with Rune Haako pursuing after him. As soon as everyone was cleared out and the noise from the hallway had dissipated, Dooku turned to her.

"I will need to be seeing you soon. I am meeting with you and the General on Coruscant in two weeks. I will also message you the day before you depart. A shuttle monickered The Avenger will be picking you up at senator Lin Nova's estate. That's where your shuttle back to Cato-Neimoidia is dropping you off, anyway, so you don't need to scavenge for it." He remained nonchalant, and she kept her eyes on him, as she was getting rather uncomfortable with the General's prolonged stares.

"Can do, Dooku," she said, calmly and cooly. "How long will I be there?"

"You'll be on Coruscant with us for a fortnight. I want to continue with our lightsaber training, and perhaps there are some things you can teach the General. Afterwards, well…I'm not sure as to what will occur afterwards, but you two may be with each other for a little while."

"W-what!?" the General gasped. "Even if we are going to be colleagues, we cannot be together, fighting side by side, all the time!"

Ventress, already exhausted and wanting to push the General's buttons, butt into the conversation. "What's the matter? You afraid of a lady tainting your precious territory?"

Grievous squinted. "I do not know you, and I am afraid of any tricks you pull out of your sleeve. " She rolled her eyes. "What do you think I'm going to do, use you as a guinea pig for my latest spellwork?"

Dooku was already holding his hand between them. "This is not a good start. You two better start getting along when you are together on Coruscant. We've got a lot of work to do, and I sense something in the Force that we don't have much time left." He turned his glance to Ventress. "You are excused, Ventress. Please message me so I know you were delivered safetly back."

She nodded. "Thank you, Dooku," she said quietly before bowing. Giving a pseudo-angry glare at the General, she marched out of the room, feeling his stare on her even after she was heading out of the estate onto the shuttle out front. While heading out, she could hear the General say to the Count "She was the only one who wasn't cajoling or pointing her fingers at me when I first stepped into the room."

Seeing the large blue shuttle, she entered in and found Lin Nova and a few other female Neimoidian senators sitting in the cockpit, waiting impatiently.

"She's back!" One with an elaborate blue and silver headdress cried. "Take us back to Nova's estate, Cato-Neimoidia!"

"Roger, roger," she heard a B-1 droid's voice squeak before the door to the shuttle close, soon lifting slowly into the air. As it did so, Asajj scooted away from the senators and sat down by herself, twiddling her lightsaber in her hand.

She knew she was in for something big.