I have wanted to make one where Ahsoka trains the child of Skywalker so I thought of this. Instead of going to the Outer Rim and work as a spy for the Rebels, Ahsoka feels a disturbance in the force and heads to Mustafar where saw Anakin and Obi-Wan dueling. Also Ahsoka keeps one of the blue lightsaber for reasons I will explain later. The time may be a little out of an hand at first but AU.

Lots of changes are to come, such as Leia Skywalker, Luke Organa, Padme surviving, Vader suitless. I love to make changes and expand on more then one possibility. This may be a little different than what actually happen but this story been killing me to finally publish it.

Chapter 1 - The Padawan

How could all of it change?

That all that was blurring through Ahsoka Tano's mind as she continues to fly the ship and about set course to leave this galaxy. Everything seems to be at peace at first when she fought Darth Maul and nearly been able to defeat him, but things changed when the clone troopers assigned to her turned on her and nearly killed her.

Chancellor Palpatine, who was actually the Sith Lord Darth Sidious, enacted some order called Order 66, which is a devastating command that turned the clones against the Jedi and wiped out most of them, including Tano's former mentor Plo Koon. As a result, the clone troopers under Tano's command turned on her, with the exception of Captain Rex, who had previously removed his inhibitor chip, an organic brain implant that compelled each clone trooper to comply with Order 66.

They had to dig a grave and Ahsoka decided to bury one of her lightsabers alongside Rex's blasters, making it seem like both kill each other in an assault and Ahsoka just losing one of her temporary lightsaber in battle.

She knew she can eventually make new lightsabers to hide her with a new crystal in the one she have left to defend herself out there in violent worlds across the galaxy. Ahsoka knew she will have to keep hidden good to survive and not be track down by the clones.

Yet, something told her to stay and not leave. Ahsoka knew it was the force trying to warn her of something. Images came through her mind.

A firely planet.

Blue lightsabers mirroring the flames behind as they dueled down in a clearly fierce battle.

Ahsoka was confused. She suddenly felt something telling her to go to the Mustafar system. What was out there? She have been on Mustafar but it was to rescued force sensitive children for a Jedi matter and that was back when she was 14. Now she's 17 going onto 18.

"What's out there?" Ahsoka asked herself in a whisper. Whatever the answer to that was, she knew what she had to do. Clicking a few parts and pulling up the planet charts, the Togruta set course for the Mustafar system.

The Togruta sighed and tried to reach deeper into the force to learn what's out there. After she had left the Jedi Order and quit being an Jedi after being framed from her ex-bestfriend, she still continue to use the force in the light and stayed loyal to not the Jedi... but the light side.

She watched as the ship begin to take off in lightspeed. She didn't knew why she was doing this but she was certain nothing is out there. Even though the ship feels and seems like a piece of junk, Ahsoka admit it can fly fast.

If only she knew something more is out there...

The momentarily and tempory ship Ahsoka used to escape Mandalore soon landed upon Mustafar. She swear she'd saw familiar blue blades buzzing and blurring out of her ship.

Quickly opening the ship with a button, she ran out and jumped before the ramp could have lowered. She notice the flames litting up uncontrollably and felt the power of the dark side growing only worse. It was worst than when she'd gotten frame.

In a moment of horror, she had saw the unconscious form of Padme Amidala; the one who have felt like a big sister for her for so long.

She beginned running up. "Senator!" Ahsoka cried as she did, collapsing near her and allowing tears to form from her blue eyes and fallened onto her. How can this had happen to such a good person, who had been one who believed her when she was framed and blame?

Fearing the worse, she'd place an hand onto her cheek only to let out a sigh when she felt her still breathing heavily and is just unconscious. She scanned her emotions and, noticed that she seems to be broken hearted about something.

She produced her lightsaber and flipped around protectively to see two familiar droids walking towards her. She would have been relief but everything seems to be too off for her liking.

"C3-PO! R2-D2!" Ahsoka yelled. "What's going on?!"

"Mistress Padme wanted to visit Master Ani," C3-PO informed her. "But..." He had seen the events from the outside of the ship and couldn't believe it. How could his Master do that to his own wife? "Master Kenobi came down the ramp and the two begin dueling," C3-PO finished.

"What?!" Ahsoka demanded. Her eyes begin to fully widened with shock. Anakin and Obi-Wan wan were friends; they would never dueled each other without reson and this is much more then training.

The droid didn't had a chance to explain the events for Ahsoka begin running down, activating the blue lightsaber in hope to stop this battle. "Get her on the ship!" the Togruta called out as she ran where she felt familiar presences passed the volcano.

Praying to herself that it wasn't true, she came to a stop when she'd notice dead bodies of the Trade Federation. Her tearful face became disgust as she realized that these Separatists were murder in the most disgusting way.

While she wanted them to stand trial, she didn't want them to be murder like this and wanted them to lose all power. They weren't dangerous like Count Dooku and General Grievous.

For now, she was forced to ignore the bodies ans ran past them all and go out of another door only to see the most horrifying thing that she thought she would never seen.

Obi-Wan Kenobi and Anakin Skywalker were dueling right infront of her. What is happening? She wielded the back of her lightsaber hilt close to her stomach. Both whom she had respected and outright love in the war.

Of course in different standards. She loved Obi-Wan as an uncle who looks out for her in times and clearly has the same emotions of family in him as well. Anakin was different however. He was like her older brother who was always extremely overprotective of her and will drop his gaze if his companions are in danger.

She felt something different from Anakin Skywalker though. Something very dark had corrupted him and taken his place. He is no longer Anakin Skywalker, her Master; he is a Sith Lord now.

As she activated her lightsaber, Ahsoka watched as Anakin pushed Obi-Wan back with him keeping up with the form of Soresu and haven't seem... to see her, probably because he's too distracted by the battle.

Clearly regretful to what she was about to do, Ahsoka take in a sigh and lunged forward and plunged her lightsaber through Skywalker's arm. He was clearly caught offguard as Ahsoka swipe at his right prosthetic arm and cause him to let out a scream of agony with his robotic arm and rendered his grip useless.

"Ahsoka!" Obi-Wan exclaimed, surprised at her coming to this battle... and more-or-less being on this planet. She seem like she was going to run up to Anakin and wrap her arms around him to hold him but knew she couldn't for her Master had change from the day of not seeing him.

Darth Vader glared up towards her with anger and pure fury in his eyes, for standing in his way to kill and destroyed Kenobi. He will not allow his wife to die when she gives childbirth! He will be the most powerful being in the galaxy!

She still wielded her blue lightsaber. Vader outstretched his left unwounded hand and seized Ahsoka by the throat with the force. She begin to breathed for air and couldn't get out of this and her lightsaber hit the floor with an loud thud. He gotten up despite with the pain to his leg and glared at his former Padawan.

"Anakin! Let her go!" Obi-Wan demanded from behind him. "She's your Padawan! Stop this!"

The new Sith Lord ignored his former Master. "Anakin Skywalker is dead, Kenobi! You will not stand in my way, Obi-Wan!" Vader bellowed as Ahoska's throat seems to tighten and wheezed out some coughs.

Sadden, Obi-Wan knew he must stop this and ran up and plunged the tip of his lightsaber through Anakin's shoulder. He couldn't even impaled him in his back like he'd planned to because he still was his brother even though he didn't want to admit it.

In the result, he dropped Ahsoka and cause her to fall to her leg coughing as pain ran through her neck. She watched as Anakin collapsed to his back with a large cracking thud.

Obi-Wan came up to her. He knew he had to get off this planet and get Padme and her child to safety, same for Ahsoka. He knew they're not even an challenge for Darth Sidious.

"Let me grabbed something first," Obi-Wan said. He turned to the form of the closed eye Anakin and thought about striking at his neck to be certain it was all over. But he knew he couldn't finish him off with his own blade and will allow him to die when the force demands it.

Obi-Wan deactivated his lightsaber and scrolled over towards the incapacitated form of Vader. Ahsoka was at first confused by this action from Obi-Wan, but she saw him grabbing Anakin's lightsaber. Why? It's not needed anymore but she didn't protest as Kenobi grasped Skywalker's lightsaber.

"You were my brother, Anakin," Obi-Wan whispered towards the unconscious form of Vader. "I loved you." He finished. His eyes seems to close to regret.

Ahsoka shaked her head sadly at she saw what her Master become. He have became the very thing he'd warned her about to not become under his teachings. She started wondering if she haven't left the Jedi Order, would he had not became like this? Would both Obi-Wan and her still had Anakin Skywalker with them?

Whatever that answer was it would never happened now. Ahsoka must not dwelled onto it now, but the pain still sadden her to the bone. By now, Obi-Wan was on his feet again with both lightsabers of Anakin Skywalker and his own on his holstered. He stared towards her.

Obi-Wan swallowed in his breath. "Let's get out of here..." He declares. Ahsoka bitten her lip and nodded in response.

With that, Obi-Wan and Ahsoka turned and begin to head back. She was slow however and gave her Master a last look. She can sense Kenobi's remose and sadness and regret through the force but knew he couldn't do anything.

"I hope you can turn away from this path, my Master." Ahsoka said sympathetically.

Ahsoka then walked off with Obi-Wan beside her. The Jedi Master was stunned that the Togruta came out of basically nowhere and stopped her Master. He felt horrible for impaling him in the shoulder. He can tell the pain of harming her Master buried her greatly and made her regret her actions but it had to be done.

The one who have acted as Chancellor for so many years; now the new Emperor of the entire galaxy, Darth Sidious, breathed heavily in exhaustion. He had to fight Grandmaster Yoda in a very long yet exhausting battle.

The Emperor have sensed his apprentice, Lord Vader, in danger. Vader was a very powerful being, his attachment and anger fueling him with more rage that provides him as an perfect weapon and tool for the Emperor.

He is loyal and faithful after 10 years of 'friendship' between them, making it easier for Sidious to corrupt him against his friends. The Jedi are now dead and Lord Vader should finished off Kenobi who no doubt went to confront him since Yoda attempted to convert him.

The craft of Darth Sidious landed onto the planet of Mustafar hanger. Emperor Palpatine appeared from his ship and walked down to the surface with two clone troopers following from behind with their blasters held.

The Emperor noticed the black robes of Skywalker laying against the ground, although the owner of the robes is no where to be seen. Sidious reached out in the force for Lord Vader.

Eventually, he came into a room where a bunch of dead bodies lay. The Emperor smiled darkly at the motionless dead bodies. He couldn't believe these fools actually believed that he would help them but he no longer needed them.

Hearing sound of grunting, Sidious walked out and saw Skywalker coming to his feet, his weapon gone from his grip. "Lord Vader, the Jedi has escaped for now." He can tell he is heavily wounded but most likely he was unconscious and stunned instead of hurt. Sidious would get Vader healed on his ship and then wanted to finish his little game with Master Yoda.

A lightsaber dashed left Vader's right shoulder and pierce through his shoulder but he have been through much in battle and his love for his wife would drive him down.

"Master, Ahsoka Tano came onto this planet and stopped me from killing Kenobi!" Vader hissed, his eyes burning yellow. He wanted to end Obi-Wan, Ahsoka, and gain his wife back. Obi-Wan Kenobi and Ahsoka Tano must die to his blade. Kenobi will pay for impaling his shoulder, and Ahsoka will pay for getting in the middle of their battle.

"Ahsoka Tano, along with Obi-Wan Kenobi and Yoda with the addiction of the last Jedi who survive us, shall pay." Sidious said menacingly.

Usually, he would have ended Vader right then and there for his failure like any Sith of the past would do. But he still have a use for Vader and need him to wipe out remaining Jedi who have survived Order 66. Atleast, he didn't failed as much as Maul and Dooku did.

Vader's pupil darken, his face fallen pale with rage and anger. He hated the Jedi for what they've done and taking his wife and children away from him. "Yes, Master," Vader said evilly. "We shall destroy them."

Ahsoka sat on the couch on Padme's ship after Obi-Wan had place her on a bed comfortably so she can sleep. She heard Padme muttering to Obi-Wan about Anakin's condition but he place her in a comforting sleep so she can rest.

The Togruta was affected by that though. It seems like Obi-Wan regretted not killing Anakin on Mustafar. He will continue to hunt Jedi and destroyed them without mercy and continues to serve the Emperor.

She stood up and abruptly rushed into the room where she'd saw Obi-Wan sitting down. "Obi-Wan, do you wish you had finish Anakin?" Ahsoka interrogated.

Obi-Wan, seeing no reason to lie to her, responded, "Well, yeah, unfortunately Anakin Skywalker we know is dead and is replaced by Darth Vader."

Ahsoka narrowed her eyes but wasn't angry at him. She can tell he is sadden and piss at the lost of Anakin to the dark side but she had to admit. Her old Master have killed many innocents that he couldn't come back now. "I don't believe he is fully lost to the Dark Side," Ahsoka argued.

Obi-Wan wanted to have the same belief as her, but most likely Anakin cannot be saved ever. "Ahsoka, he have killed many innocent beings; such as younglings and adults." She frowned at him but he continues. "He harmed many innocent being. Anakin Skywalker would never had killed them. But we must accept that he is dead."

"Obi-Wan..." Ahsoka begins but the ship begin making beeping noises which told the two that the ship is ready for lightspeed.

"We'll finish this later." Obi-Wan said. He then turned the chair, signaling this conversation is over.

Grimly, Ahsoka glared at him before letting the subject go and turned and walked out. He sighed and shake his head regretfully but he had no choice and knew that he must accept the fact his old friend is dead.

Padme Amidala's ship; the J-type Star Stiff, made contact to the small astronauts field of Polis Massa. Obi-Wan along with Ahsoka went to the bed they had set Padme on and Master Kenobi lifted the unconscious female up.

They walked out, but was met by Bail Organa who seem shock at the presence of Ahsoka but easily shrugged it off and turned to Master Kenobi, saying. "Take her to the medical bay immediately."

The Jedi Master nodded and did so with the Togruta following behind him, along with R2-D2 and soon C3-PO. Feeling worried and concern for her, Ahsoka closed her eyes and remembered the many stares Anakin and Padme given to each other.

She always knew about Anakin's relationship with Padme since it was so obvious because Anakin always wanted to spend time with her on along mission. Yet she didn't rat them out. She wondered: Why didn't Anakin just fessed up towards their relationship?

As they gotten her to a med bay, Obi-Wan setted the pregnant Padme down softly as Yoda appeared. "Greetings, Master Yoda," Ahsoka said respectfully yet quite frighteningly and awkwardly.

She had remembered him and the rest of the Jedi basically trialing her and expelling her fron the Jedi Order. Though she can tell that Yoda didn't want to do it but he remain with the rest of the Council. The only ones vowed for her innocent was Master Plo and Master Kenobi.

"Padawan Tano, I'm sorry," Yoda apologized, licking his lips.

Ahsoka stared at him with wide-eyes. First, he called her an Padawan like she still was a Jedi and haven't abandoned the Jedi ways around a year ago. But secondly, he, the very former Grandmaster of the Jedi Order, apologized towards her.

Before the Togruta could have said anything to that, a droid came out and reported to the Jedi. "She will survive but had internal bleeding and an tumor but both her and the babies will be alright." the droid told them.

"What about the babies?" Obi-Wan questioned, his arms already crossed.

Ahsoka stared at him with her eyes widened. She wasn't aware of babies but yet she didn't say anything to that. She honestly think it's going to be a girl for her to spoiled and be a auntie... if only.

"They too will be alright." the droid added. "But she keeps saying Anakin."

Obi-Wan knew he has to give the wife of Skywalker some comfort and begin walking in. Ahsoka moved to stopped him but didn't by Yoda placing an hand on her leg, silently reassuring her to let him see Padme.

Ahsoka then backed up and allowed him to do just that. She heard Padme crying out in agony and her face became paled, only imaging the pain the poor new mother is going through at losing her husband and giving birth to her children.

Ahsoka saw the droid holding a baby and handing it to Obi-Wan. "It's a boy," she heard Obi-Wan said.

Ahsoka's eyes widened at that. She had thought they will be a girl when she found out about Padme's pregnancy like five minutes ago. But an boy who can grow up to be as brave as his father is actually interesting.

"Luke..." Padme whispered to the crying baby, touching his arm and cheek with her tender figure. Obi-Wan gave the baby to another droid which had handed the baby to Bail. She begin crying out again with such pain before another baby cry was heard.

"It's a girl," Obi-Wan told her.

"Leia..." Padme says weakly. Her breathing starting to labor. She felt a powerful pain in her heart. She was heartbroken by the fact her own husband would force choke her; the woman who loved him dearly and he was suppose to love her.

Obi-Wan went out with the crying baby girl and handed her to Ahsoka. The Togruta begin stroking her back and forth. "Quiet, it's okay," Ahsoka comforted. She use to be teased by Anakin she will be a good mother after the rescue of babies form Mustafar.

"Master Kenobi, Master Yoda," Bail says from behind. "We must get the children out of here because the Emperor would be after us."

"The children must be separated," Yoda said with a sad shake of his head.

The Togruta's eyes went wide with shock and surprise again. "Separated?!" Ahsoka cries, still stroking baby Leia. "But the children shouldn't be taken from their mother who have been holding them for months! It would be hard for her! Have she been through enough?!"

Ahsoka couldn't believed her eyes. It is outrageous and unfair for Padme not an chance to raise both of her children that she had conceived? Neither did the poor children or mother didn't asked for this.

"Hunt them, Vader and his Emperor will." Yoda states with a shake of his head. "To keep Senator Amidala and her children safe, they must separated at all cost." Ahsoka opened her mouth to retort but

"Ahsoka," Obi-Wan defended. "Their father and Palpatine will be after them and force them to became the very thing they destroyed."

Just then, the giant building shook with an high explosion. Many people ran down the halls. Alerted each of them looked down the scattering people in the halls.

"What was that?!" Ahsoka demanded, struggling to keep the baby in her eyes. Her hands wiggled and the baby released from her hands. However, the Togruta used the force and pulled the baby back to her hand softly.

"It must be Palpatine and Vader," Obi-Wan said. His voice were very high which shock Ahsoka. He never seem to be so flustered as he is now, but then again he have been flustered many times around Anakin. "We have to get the children out of here."

"Yes, same for Senator Amidala and the children," Yoda added.

"I can have a few men get Padme to my ship," Bail said. The Jedi and former Jedi nodded and so Bail pulled out an communicator system. "We must get the unconscious senator to my ship!"

Seconds later, five men ran into the room and begin pushing the bed, along with Bail running down. "May the force be with you!" Bail called out to the Jedi seeming oblivious that he was holding the sleeping baby Luke.

"Escaped, we must," Yoda said. "Ahsoka, you must take the girl."

Ahsoka is surprised by that. She can't take a child from her mother and was tempted to run after Bail and unconscious Padme. Plus, she didn't want to be an mom at this young age. "Me?!" Ahsoka squealed, placing her left arm around her chest since her arm is currently operational by baby Leia.

However, before she could have said anything more, Obi-Wan place an hand on her shoulder. "Ahsoka, we don't have a choice." Obi-Wan declared. "We have to escape and if Vader and Sidious get their hands on her, she will grow to be raise in darkness."

Ahsoka grimaced at hearing the name Vader instead of Anakin. She had a strong sisterly bond with her Master. How can he've fallen to the dark side? He, one of the few who've believed her when she was framed, became this beast.

"Part ways, we must all do now," Yoda said. "To Dagobah, I will go. Communicate with your old Master, Obi-Wan."

"Qui-Gon?" Obi-Wan asked, surprised at the mention of his old Master who have been strucked down by Darth Maul many years ago.

"Speak of this subject we cannot." Yoda said. "For time is at an essence."

With that, he went into the direction Bail Organa just went a few seconds ago. Once he was gone, Obi-Wan turned to Ahsoka. "I will go to Tatooine. You must take yourself and baby Leia to hiding to keep her safe. I need you to take this." Obi-Wan then handed a lightsaber; the old lightsaber of Anakin Skywalker, towards Ahsoka, making her bemused. "May the force be with you, Ahsoka Tano."

He then place on his hood with his hands and begin walking off in the same direction Bail and Yoda just went and soon disappeared. Ahsoka place her hood on and ran down, countering little resistance but is currently trying to keep the baby safe in her hands.

She manage to neared a ship without much problems. She activated the blue lightsaber and blocked blasters shot coming to them without even looking. The Togruta flipped around to see clones endlessly forcing their blaster shots at her, but she wasn't worried about her, Leia must keep protected.

She deactivated her lightsaber and place it in her robe. She then force push the clones, making them hit the ground. Just then, Ahsoka noticed two dark robe figures walking up. She suddenly felt a familiar presence. "Anakin," Ahsoka whispered.

Darth Vader had his hood raised, a red lightsaber given to him by Sidious, was in his hand. Eyes swelling with rage, Vader begin to storm up towards the Togruta who was unbeknownst to him helding an infant in her grip.

His Master was behind him with a crooked smile on his face. Ahsoka couldn't believed how many times he nearly died in the Clone Wars. She wished the Jedi had sense his intentions earlier. If only he met the long deserve death for him, everything could have been different...

She went to the cockpit and placing the baby on her lap as she hits button for it to take off. Blaster fire were in a distance before it disappeared.

Her attention was diverge when she heard little mewls from Leia. At the sight of the baby, she already saw much of Anakin Skywalker within her. Ahsoka allowed tears to come down her eyes as well.

The Togruta wasn't sure if she'll trained the baby in the ways of the force. But the daughter of Skywalker must become a force user to potentially stopped Sidious from controlling the galaxy forever. "I would raise you in the ways of the force, Leia, and you will be protected by me." She reassured to the baby, before clicking a button and soon the ship took off into lightspeed which leaded to hyperspace.