Hello. The idea for this came to me a few weeks ago and I've been toying with it for a while. It follows the light side ending for the second game. When you pick that ending the Dark Apprentice apparently just sits there and watches. It got me wondering what he was thinking as he watched the everything unfold.

6-6-11. Just cleaning things up and fixing a few typos.

Disclaimer: I own nothing, but you all know that anyway.

The other Starkiller clone took a deep breath and deactivated his weapons with a faint hiss. Without another word he turned away. The apprentice just stood there for a moment frozen in surprise. He could feel the other's rage and grief, shocking in its intensity.

Why didn't he do it?

He had fully expected the other to ignore Kota's advice and finish the kill. Had been hoping for it, really. The other lashing out with intent to kill would have been his cue to strike. To kill the failed experiment with the same face as the apprentice before any harm could come to the one who had created both of them.

He followed the other as he walked away from the circle of guards surrounding his master. He was still safely invisible. The ability to go unseen when one wished was valuable, something had been glad to acquire.

He knew exactly where the other was going. Over to the still form that the apprentice hadn't paid any attention to during the long fight that had raged back and forth across the roof of the spire.

Juno.

Her name didn't matter, he reminded himself. She didn't matter. He rarely thought about her much anymore. In fact, he hadn't given her a second thought after the day he had defeated the simulation of her, freeing himself from those unwanted memories.

She meant nothing to him now and never would again.

The other was not so detached. He gently cradled her limp form, unable to contain the flood of despair overtaking him. Proof -as if any more was needed- of how weak and unworthy he truly was. Fit only to be cast aside.

"I should have stayed here," The other whispered, more to himself than anyone else.

Yes, it is all you fault. The apprentice thought angrily. If you had done as you were told, forgotten her as you should have, then none of this would have happened.

He wished he could speak those words, to goad the other into doing something that would justify ignoring his master's orders not to interfere unless he was needed.

The apprentice didn't like this at all. There were too many things that could go wrong with the plan, too much to leave to chance in his opinion. Not that his opinion mattered. It was his place to obey, not to question his master's orders.

As he was watching the apprentice received his second big surprise of the day. Juno's hand twitched and slowly reached up to touch the other's face. He tensed at the sudden contact and almost jerked away before his mind identified the source and he was pulled into a kiss.

"We're alive." She sounded as surprised as the apprentice felt.

The joy on the other clone's face was almost sickening. They clung to each other like they were the only two people in the world and nothing else mattered.

The apprentice looked away. Just the sight of them made his skin crawl. He hated the very idea of others putting their hands on him. Not even the week before he had nearly killed of one of the cloning technicians when they had begun examining him without fair warning. Only careful self control had kept him from lashing out automatically and displeasing his master. How could the other find any comfort in another's arms?

He pushed away the memory of a warm hand on his shoulder, the gentle brush of her lips against his. It meant nothing to him, the memory held no value, no lesson to be learned. It was merely a distraction, and a minor one at that.

It got easier the harder he worked to ignore those odd flashes of another man's life. The memories hadn't faded exactly, but they did seem less important. Less real somehow as time went on.

Last night, for the first time, his sleep had been undisturbed by that dead man's dreams. Instead, he had his own dreams. Wandering the halls of the facility where he had been created, and striking down men with his own face again and again until none were left. Afterward, the halls were silent, almost peaceful. No voices or odd flickers of another man's thoughts haunting him. He awoke feeling better than he had in weeks.

The apprentice drifted back over to where the containment team was now securing his master for transport. It was surprising how quickly they had come up with restraints heavy enough for what they had in mind. Fear, he supposed could be a great motivator. Not that what they had set up would be anywhere near adequate.

Escape was not a matter of if, only when and where.

Still, it was not easy to just stand back and watch. It was awfully tempting to just attack. No one but his master knew he was there. He could be tearing into the unprepared men before anyone had a chance to react.

He could do it, the apprentice realized with a rising sense of excitement. He could sense that the other was exhausted from his long battle, likely injured as well. He wouldn't stand a chance against the apprentice. Everyone else had even less of a chance against him.

It would be easy, fun even.

He firmly shoved that thought aside. It was not his place to consider such things. He was to obey without question or hesitation. That was what he had been created to do. He had not come this far just to fail like all the rest.

Kota turned away from supervising the containment team as if he could sense the apprentice's conflicting thoughts and looked in his direction as if he could see him. That was impossible of course. The General was blind; he had been ever since he had come out on the losing end of a fight with the original Starkiller. Even so, the old man had an uncanny awareness of his surroundings.

The apprentice reacted immediately, taking a moment to still his mind and fade into the background a little better. Even as he slowly reached for the hilt hanging from his belt.

I am not here. He thought, willing himself to be calm and give nothing away. I am not here. As much as he may want a chance to fight, he didn't want one badly enough to defy his master.

Evidently it worked. After a moment that was just a little too long Kota shook his head and went back to work.

He suppressed a sigh of relief. That had still been much to close for comfort. It was probably a good idea to keep his distance from the old man for the time being.

Yet another snag in the plan. He was momentarily surprised at the bitterness in the thought. He never questioned orders, never dared voice opinion about what he was told to do. He was given a command. He followed it, no questions asked. That was how it was supposed to be. How it always would be. Until the day his master had no further use for him.

Then what? A foolish question. He shied away from the answer his secondhand memories provided; a brief flash of a heavy stone table slamming into him.

Enough, he told himself firmly. Stay focused or you won't live long enough to worry about any of that at all.

He turned back to see what the other was doing. He and the woman had finished their embarrassing display of affection and were now being checked over by the medic on Kota's squad. He half listened to their quiet debate over whose injuries should be treated first. The other insisted that Juno be examined first as he wasn't the one who had been strangled and thrown onto the platform below.

Strangely, she seemed no worse for wear after being thrown out a window and landing as badly as she did. Her worst injury was from being shot in the shoulder sometime earlier, and that had been tended to already. She was more worried about her rescuer, although he was also relatively uninjured. He had several laser cauterized wounds from his long battle through the city, and numerous cuts, bruises and burns, but nothing that wouldn't heal.

The apprentice was getting tired of listening to their worry for each other; it was making him feel vaguely ill in a manner he couldn't really describe.

Eager to distract himself, he closed his eyes and tipped his head back, savoring the feel of the weak sunlight filtering down through the cloud cover. This was the first time he had been outside that it wasn't raining. He had memories of standing in the sunlight on many worlds, but those weren't his. This was.

This moment was entirely his own. At least, as much as anything in his life ever really was.

He enjoyed the few memories he had that were uniquely his own. His favorite had to be the first time he was allowed outdoors. Standing out in the cold relentless rain, feeling it soaking through his thin clothing. Hearing the wind howl and the thunder crash. Able to pretend for just a moment that he was truly alive and not just another disposable puppet.

No. He couldn't be thinking such things. He had freed himself from the original Starkiller's weakness. He didn't need the emotions and longings that the other clung to. He felt nothing but contempt for all that both the original and the flawed clone before him held dear. They were less than nothing to him.

The apprentice looked back at the other. He felt an odd surge of disgust for the man before him. He had no life or personality of his own (the fact that the apprentice didn't either was a thought he carefully avoided) he just followed his imprinted memories. He surrendered to them utterly and for all intents and purposes had become Starkiller. Everything the apprentice had been told about this clone led him to expect someone who was weak and broken, completely consumed by the thoughts and memories that he was unable to separate from his own.

Even so, he had done something that none of the others who had come before or after him hadn't. He had resisted his master's authority. Escaped, broken free and reached out to claim some sort of life for himself.

Was it disgust or jealousy the apprentice felt stirring in himself now? If this failed copy could have a life then why couldn't he?

The apprentice wondered if having these thoughts meant that he was weak and broken too. Flawed and unworthy like all the rest.

He thought back to the battle in the rain that had taken place earlier, to the things he had heard.

"Your feelings for her are not real."

"They are real to me!"

In a sudden flash of understanding the apprentice realized that the other's failing wasn't that he was an imperfect clone. No, if anything the problem was that he was a far too accurate copy. He had all of the original Starkiller's strength, but he had also fallen victim to the exact same weaknesses. If that was what being a perfect clone meant then maybe being flawed wasn't so bad.

He wasn't like the other and didn't want to be. He didn't feel any attachment to the woman, or anything at all. Where did that leave him?

The answer to that at much least was clear. There was nothing from that dead man's life he wanted. The other could have that for all the apprentice cared. If his master's plans came to fruition he wouldn't be around to enjoy it for long anyway. The only purpose in life the apprentice needed was to follow his master's orders, and that was what he would do.

The apprentice turned to take one last look at the platform before he walked away. He had spent a lot of time here, but if he never saw this place again he wouldn't feel a moment's sadness. It was time to move on. To carry out his mission, the very reason he existed. All his questions and uncertainty could wait for another day.

For now he would do as he was told without question, without hesitation and without mercy. And maybe someday, a small and distant part of him thought, the time would come when he too could break free and take control of his own destiny.

For now that was enough.

As always I would like to thank Alice my beta reader. I also would like to thank From Pen to Paper for all her advice and help. It's been great to have someone to bounce ideas off of.

Please leave a review. This is my first fic for Force Unleashed and I would love to know what you think of it. Like it? Hate it? Let me know.