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"Spitfire" (A flashback) || Captain Rex x OFC Mae || Clone x OC Week 2025 Event

Pairing: Captain Rex x OFC Mae Killough (Bio HERE)

Word Count: 4.9k

Rating: SFW

Warnings: Medical related touching over armor (seriously nothing kinky about it but clone men's mind may have wandered); slightly suggestive comment; mentions of clone rights (or the lack there of); mentions of deaths on Ryloth

Author's Note: Hi there! I am really excited to participate in the first day of @clonexocweek with a little flashback for my OC Mae! Thank you so much for organizing this event and making all the banners! This was a silly idea that came to me, wondering what if Rex and Mae had crossed paths previously without realizing it. So this is a technical 'first meeting' to provide a bit more weight to the actual first time they interact, found HERE. I hope you all enjoy, and as a reminder, this ship exists within a larger AU by @leenathegreengirl. If you haven't seen her work, seriously go check it out. It's got Clone x OCs all over it with so many original characters! ~ M

Mae & Rex Masterlist || Chronological Next Work || Masterlist

Fire and brimstone is what Cody would have described it as. He couldn’t recall ever having encountered a civilian so furious—at least, not one who wasn’t a military officer. The Jedi didn’t get angry. His brothers, too, typically kept their emotions in check, controlled by discipline and experience. It was only the occasional politician or separatist who displayed their anger so openly, and even then, it was often driven by pride or ideology.

But the small woman in front of him? Her fury was unlike anything he had ever witnessed. She hobbled forward, her movements sharp and determined, though it was clear that every step caused her pain. Despite his recommendation to let him carry her bag—one she clutched tightly, almost desperately—she insisted on managing it herself. And that’s when it hit him. He realized, for the first time, that he had never truly known what real, raw anger looked like—at least not from someone like her. Anger that burned hot and fierce, yet controlled and purposeful.

When Cody had been sent to the transport ship in the hangar upon its arrival with the fleet, he hadn’t expected to be tasked with retrieving a civilian. He’d assumed it would be another officer, or perhaps someone of higher importance. But General Kenobi had given him clear instructions: find the civilian and bring her to the bridge.

The moment his eyes fell upon her, however, all thoughts of formalities disappeared. The unmistakable markings of the RAR uniform were marred with the signs of a long, grueling journey. The weariness in her eyes, the sheer exhaustion etched into her face, told him everything he needed to know. This woman had likely faced horrors beyond comprehension, and yet here she was—alive. A miracle, really.

Her chest was tightly wrapped in surgical dressing, and her arm was bound to her torso by a makeshift sling, but despite the injury, she moved with a sense of urgency, as if time was slipping away from her. There was no hesitation in her step, only resolve.

She hardly spared him more than a glance and brief exchange of plesantries, rushing to push past him and make her way toward the leaders, the need to speak with them evident in her every movement. When he reached for her bag to assist her, she slapped his hand away with a sharp motion. The action was swift and unyielding, and a small part of Cody understood why. She didn’t want to appear weak or helpless. She wanted to prove she could handle herself, even in her condition.

It wasn’t a battle worth having, so Cody backed off. He wasn’t about to argue with someone clearly determined to maintain control over what little she had left. Besides, if her resolve was anything like the fury in her eyes, he knew better than to push her.

As he walked alongside her, occasionally calling out directions as they navigated the twisting corridors, Cody couldn’t help but notice how her hair unraveled from the bun that had struggled to contain its chaos. Strands of bright red tumbled free, a striking contrast to the sharp anger burning in her eyes. The color, vivid and bold, mirrored the fiery intensity of her emotions—a fury that seemed to consume her from the inside out.

Cody had heard word that the 501st would soon be joining their fleet. It was all part of some reckless scheme cooked up by Master Skywalker and his padawan, an ill-conceived plan to push their main ship through the blockade by sheer force. Cody could already feel the tension in the air, the impending chaos that would follow.

A part of him longed to be down in the hangar with his brothers-in-arms, to be facing that challenge alongside them. But instead, here he was, walking beside a woman who seemed ready to tear his head off at any moment. Her anger was palpable, radiating from her like a storm waiting to break. Maybe, just maybe, he'd catch up with Rex later—after Skywalker had barreled through the blockade, of course, and before his own men would be sent to the surface to deal with the aftermath.

Cody could already sense how intense the invasion was going to be. The Twi’lek had endured horrors that were almost beyond comprehension. The stories of Master Di’s fate, along with the remnants of the Republic's forces, painted a grim picture. Yet, somehow, this woman—this survivor—was still standing. It was a miracle in itself. If anyone could withstand such brutality and emerge on the other side, it was someone like her.

“We can slow down. There's no need to rush—”

“I’m fine,” she snapped, her voice cold and resolute. Her eyes remained fixed ahead, her breath labored, but she pushed forward without faltering. Cody didn’t press the issue. If she was stubborn enough to ignore the pain of her injury, who was he to challenge it?

They continued down the hallway, and soon they arrived at the door to the bridge. Cody braced himself for what he anticipated would be a tense confrontation—an explosive exchange with the sole survivor of the last deployment to Ryloth. He understood her anger. Waking up to find yourself discarded, abandoned off-world—it wasn’t a feeling he would wish on anyone. Still, part of him was curious: what made a natural-born, someone with a choice, willing to join this cause? He and his brothers had been bred for war, for duty. She, however, had chosen it.

The door slid open, and Cody spoke just as they entered, his voice steady.

“Generals—”

The woman remained silent at his side as they approached the holotable, where the strategy for the upcoming invasion was already unfolding.

“Cody, right on schedule.” General Kenobi acknowledged him, turning back to his data with a nod. “We’ll need to start preparing the men for deployment soon. Skywalker’s forces managed to breach the blockade, and they’re routing here now. Once they arrive, they’ll establish a protective command perimeter around the planet for the invasion.” Kenobi paused, his expression shifting as he turned toward the woman. With a brief gesture toward another officer, he resumed his transmission with the leadership on Coruscant.

Cody watched as several Jedi joined the conversation via hologram. Master Yoda’s image appeared, and the wise, ancient figure’s gaze landed on the woman standing beside him.

“Arrived, to provide intel on locating the Twi’lek survivors on Ryloth, I see.” Yoda’s voice, raspy but commanding, filled the room.

Cody saw the woman’s nostrils flare, the faintest sign of irritation. Yet, with a controlled breath, she nodded her acknowledgment.

“I can only provide information from before my...unwanted departure from the planet,” she began, but was swiftly cut off by Master Windu’s firm voice.

“The intel you offer will be sufficient, citizen. Any information you can provide might aid our forces in locating Cham’s fighters, especially since the final stand of the 303 was unsuccessful. Tragic, but unfortunately, that sentiment is becoming all too common in this conflict,” Windu continued, his tone flat and dismissive.

At that moment, Cody could feel the woman’s restraint snap, and he knew an eruption was imminent.

“Tragic? That’s all you have to say about it?” Her voice was sharp, laced with a fury that Cody could feel emanating from her. “I thought the Jedi were supposed to be compassionate?” She hissed, the words like a venomous strike. With a swift motion, she dropped her bag onto the durasteel floor of the bridge, the loud thud reverberating through the room, even reaching the transmission coms.

“We are,” Windu replied, seemingly unbothered. “As I was saying—”

“Your definition of compassion and mine are very different,” she cut him off, standing taller, her posture rigid. “What happened to those men—those brave men whom you left to die, I might add—was more than tragic. It was unimaginable.” The words were sharp, every syllable laced with grief and anger. Cody could see the tension in her shoulders, her jaw clenched as if she were holding back more than she could afford.

Mace Windu’s voice came again, but his words only fueled the fire. “Well, it’s a good thing we’re now working to bring freedom to Ryloth.”

“So now, this invasion is worth your attention.” she spat, her voice cold and full of contempt. “Not the countless rotations we spent pleading for reinforcements?” She slammed her palm down on the edge of the table, her eyes now locked on Kenobi as if seeking a Jedi with more understanding than Windu or the others on the Council. From Cody’s experience, Kenobi was certainly more empathetic, more willing to listen—but he doubted even his leader could calm the fury that radiated from this woman.

Kenobi’s tone softened, his voice steady and measured. “What happened on Ryloth was unfortunate, and I understand that what you and your forces endured was deeply upsetting. My condolences for the RAR forces you lost. Perhaps, by helping us locate the Twi’lek freedom fighters, their sacrifices may not have been in vain.”

The woman seemed to pause, her gaze lingering on Kenobi, as if weighing his words. For a brief moment, she appeared to consider his compassionate approach—but it wasn’t enough to quell her anger.

“Kenobi, isn’t it?” she asked, her voice tight but curious. Cody watched as Kenobi nodded. “When was the last time you actually spoke to your men?” she continued, her tone sharp. “I’m not talking about battle plans or troop logistics. I mean, when was the last time you took the time to ask how they’re doing? I know you Jedi have...a sense of things, and I don’t pretend to understand it. But I’m a doctor. I know when people are hurting, when they need more than just orders and missions. And I see that the Jedi could be doing more for the men who fight these battles for you. The RAR may be disbanded, and those of us like me cast aside, but the disregard your order has for these men—it’s obvious. And it angers me.”

Her words were like a punch to the gut, and Cody felt the weight of her anger and her pain. The raw emotion she carried in her voice made it clear: this wasn’t just about the battle, or the cause. It was about the men who fought, and the people who had been forgotten. She wasn’t angry at him, Cody realized. She was angry for him.

For a moment, silence settled over the room, as Kenobi and the others absorbed her words. Cody stood in stunned disbelief. He never imagined he would witness Obi-Wan—of all people—being the target of such a verbal barrage, let alone one that left his leader looking uncomfortably guilty. The transmission from Master Windu cut off abruptly, as if something in her words had struck a chord with the Jedi Master.

That’s a first, Cody thought to himself.

Next came the transmission from the Jedi at the temple. Master Yoda’s solemn image appeared, his expression heavy with thought. “Much to discuss, we shall have. Concerns for the clone army—an important notion. Hear them, you will, Obi-Wan,” he said, his voice calm yet grave, before disappearing from the feed as well.

Cody glanced around the bridge. It felt as though time had frozen, everyone holding their breath, waiting for Kenobi’s response. He knew exactly why. His brothers, like him, were curious to hear how their Jedi leader would address the woman’s accusations.

It wasn’t that Cody felt neglected—overall, he knew that most of the Jedi respected their ideas and military strategies. But, in some ways, she wasn’t wrong in her assessment. It was difficult to express these feelings without coming across as ungrateful. The Jedi, for all their wisdom and kindness, weren’t always attentive to the needs of the clones. They were kinder than the Kaminoans, certainly, but that didn’t mean they truly understood or took the time to listen to the men who fought and bled for them.

“Go on,” Obi-Wan said, carefully choosing his words to avoid provoking another outburst.

“Commander Cody, may I see your helmet?” she asked, turning toward him. Without hesitation, he nodded and passed the helmet to her, his fingers brushing the cool surface as her delicate hand circled the rim.

“Have you ever wondered how the armor these men wear truly functions? Or how impractical it can be?” she asked, holding the helmet out toward the Jedi. Cody was taken aback by her understanding. She seemed to grasp the very complaints he often muttered under his breath to the new troopers—that over time, they would adapt to the constricting armor and the limited visibility through the viewport.

All eyes turned to Kenobi as he took the helmet in his hands, turning it over thoughtfully before peering inside. He paused for a moment, then, without a word, slipped it over his head. Cody’s chest tightened. He couldn’t help but watch, his breath catching as Obi-Wan’s shoulders sagged for an instant. The Jedi’s head tilted slightly to the right before he slowly removed the helmet, a solemn expression on his face.

“Excuse me, Sir,” she said, turning toward his Lieutenant. “What’s your name, Trooper?” Her voice, to Cody’s surprise, was calm—soothing even—something he had not expected from her given the way she’d stormed aboard the ship ready to reign hell.

“Uh, Waxer, Ma’am,” came the stammered response, as Cody watched Waxer blush bright red, his helmet tucked awkwardly under his arm. The trooper stood straighter, visibly flustered by her attention.

“Waxer, would you mind if I demonstrated some of the challenges I’ve noticed with the standard armor, from a medical perspective?” Her tone was respectful, almost measured. Cody’s brow furrowed. He’d never experienced anyone openly seeking consent before touching his men. Even the rare doctors who weren’t his brothers in arms simply did what they had to without question. Not that he minded—their intent was always to help—but there was something about the way she asked that felt different, more deliberate, and somehow more considerate.

Waxer nodded, his face still flushed but giving a stiff acknowledgment. All around them, the rest of the troopers on the bridge seemed to lean in, their attention drawn to the unexpected display.

With quiet confidence, she reached forward and gently lifted Waxer’s arm, showing the Jedi where the armor's design created limitations in movement.

“Now, as you can see here,” she continued, her voice unwavering, “the gap between the codpiece and the thigh armor is so minimal that if you try to move your leg too far, you risk cutting off circulation or causing discomfort. It’s a design flaw that’s hard to overlook.”

She then lifted his leg with one hand, her fingers careful around the back of his knee, and Waxer’s eyes widened. Cody, who had been watching intently, had to suppress a laugh. He could see the poor trooper’s discomfort—this close to his manhood, and she, so composed, going about her demonstration like it was nothing.

Cody could barely contain himself, but he knew better than to let the laughter slip. Instead, he focused on her point, silently agreeing with the doctor. She was showing, not just telling, and doing so in a way that drew every eye on the bridge. There was no mistaking that her expertise was being absorbed by every man in the room, even if her demonstration was a little...uncomfortable for the trooper involved. The men had limited experiences with women, especially one this pretty. Cody internally realized this was going to be the talk of their platoon for ages.

“Waxer, could you explain how physically taxing the armor becomes during extended periods of wear, particularly when sitting down?” she asked, gently lowering his leg. Obi-Wan’s gaze shifted toward his trooper, and Cody couldn’t help but watch in anticipation. It wasn’t quite an interrogation, but he knew the woman’s intentions were for the benefit of the men. Despite understanding that, he was grateful she hadn’t singled him out, instead choosing to address his Lieutenant.

“It’s not unbearable, Ma’am,” Waxer replied, his voice awkward, his hand reaching to the back of his neck as though uncomfortable with the attention.

“But the strain becomes tiresome, doesn’t it? Surely something lighter would improve your functionality,” she pressed, her eyes encouraging him to speak freely, to be honest.

“It does get heavy, especially at the end of a long day. Sitting is painful, yes,” Waxer admitted quietly, the weariness in his voice unmistakable.

Obi-Wan’s expression remained unreadable, though Cody could tell he was considering her words with an intensity he rarely showed. The woman’s pace slowed, the point seemingly made. She turned toward Obi-Wan, her tone becoming more solemn.

“I know the Senate views this army as little more than a tool, a collection of military assets,” she said, her voice steady but laced with a deep sadness. “But they are men. They deserve respect. They deserve someone who will listen to their concerns without the threat of decommissioning. I’ve spent enough time with them to understand that they rarely voice complaints, and certainly not to the Jedi.” Her words trailed off, her thoughts seemingly taking her to a darker place for a moment.

Cody hadn’t met the clones she’d served with, but he’d heard whispers of their final stand. The conditions on Ryloth had been so dire that the Senate had ordered all RAR workers off the field, dissolving their contracts with frightening swiftness. He didn’t want to dwell on the horrors she’d been forced to endure, but a part of him felt a warmth in his chest at the concern she expressed. She might have been removed from the conflict, but something in her wanted to ensure that, in the end, something good was done for the men she had served alongside. He could respect that, perhaps even understand it better than he’d like to admit.

“Doctor,” Obi-Wan said, his voice calm, waiting for her to properly introduce herself as she repositioned herself beside Cody at the table.

“Killough,” she replied, her voice cool. “Though I’ve neglected that surname for so long to avoid unwanted associations… You may call me Mae.” Her words hung in the air, a subtle hint of something deeper beneath the surface. Cody recalled the name she’d given him in the hangar. It wasn’t the same name, he was certain of it. For a moment, he couldn’t place where he’d heard it before, but the look on the General’s face told him it was significant. There was an unspoken conversation that passed between Mae and Obi-Wan, something quiet yet powerful, before the tension seemed to dissipate as quickly as it had come.

“I see,” Obi-Wan said thoughtfully, his gaze unwavering. “The Jedi do not hold attachment to their origins, only to who we become. A sentiment we share.” He paused, stroking his beard for a moment before continuing. “Well, Mae, if you prepare a report, I’d be more than willing to share it with the Council—and perhaps with a contact of mine in the Senate. We’ll see what can be done.”

Mae said nothing at first, her eyes scanning the holographic map displayed before them, detailing the planet’s surface. She seemed deep in thought, her mind focused. Finally, she spoke again, her voice measured. “Cham’s forces were fleeing through the canyons, hoping to reach a set of caves to hide from the Separatists. They were traveling with women and children. I wasn’t told the exact location, but…” She zoomed in on a quadrant, her finger tracing a specific area. “I believe they were near this sector.”

Obi-Wan nodded slowly. “Thank you. Compassion is in rare supply these days. Your concerns will be passed along, Doctor.” He hesitated for a moment, his words softening. “And, I offer my condolences for the loss of your comrades. May this mission we are about to undertake bring honor to their sacrifice.”

Mae—Cody would need to adjust to that name now—bent down, retrieving something from her small bag. She set it gently on the table in front of them. “My personal reports,” she said, her tone matter-of-fact. “If that is all, I’ll be on my way. I believe the transport I arrived on will soon be departing for Coruscant. Seeing as my services are no longer required…” Her voice held a trace of irritation now, the faintest venom creeping into her words at the implication of being dismissed.

“Cody, would you ensure the doctor makes it to the shuttle?” Kenobi asked, his attention quickly drawn to a communication officer who had resumed his work after receiving transmissions from Skywalker's fleet.

Cody nodded, and this time, as he bent down to grab the woman’s bag, she made no move to stop him. They walked in silence toward the lift, the hum of the station echoing around them. As the door slid shut, Cody adjusted the weight of the helmet under his arm.

"Thank you," he said quietly after a moment. It wasn’t much, but the weight of what she’d done lingered in the air between them. She had openly criticized both the Jedi and the Senate on behalf of the clone army. It was the kind of conversation Cody had heard whispered in the barracks or out on the planet's surface with his brothers, but never voiced to those who could actually bring about change. The briefing he’d received before heading to fetch her had made it clear that she was a senior officer in the now disbanded organization. A voice like hers carried weight, and to wield that power in their favor was a debt Cody knew he could never repay.

“No need, Commander,” she replied with a soft shake of her head. “You and your men do more than anyone could ask. A simple conversation from me won’t change that fact, but…” She paused, her gaze dropping to the floor as she drew in a labored breath. “If I can make it any easier, it’s a privilege.”

“Not many Natborns would say that,” he remarked after a moment, his voice thoughtful.

“Well, I think that’s because the Republic has done its best to keep us apart,” she said, her tone tinged with frustration. “It’s easier to dehumanize clones into just military assets when the citizens only see you at a distance.” Her eyes met his, and Cody could tell she didn’t share that perspective herself, though she understood it all too well.

“I suppose,” he said quietly, his voice tinged with the resignation he’d grown so familiar with. “But this is what we were created for. I guess it’s understandable why people might assume that’s all we are.”

“I still believe,” she said softly, her voice steady but firm, “just as your Jedi believes, that we possess an element of choice. Our origins do not define us. That’s true for anyone who lives, breathes, and has a beating heart—like you and me.” Her words lingered between them as the lift doors opened, and they stepped out into the quiet, sterile hallway. Together, they walked in silence, the soft echo of their footsteps the only sound as they made their way toward the hangar.

The hum of activity in the hangar grew louder as they approached. Inside, the air was thick with the rush of preparation: transports lined up in rows, engines warming, the buzz of soldiers and mechanics alike moving in swift, practiced coordination. And then there was the unmistakable presence of blue and white plastoid armor, troopers milling about, readying for the battle ahead. General Skywalker’s forces had arrived, and the wheels of the invasion were beginning to turn.

Cody paused for a moment as they entered the hangar, his eyes scanning the bustling scene. It was clear that the next phase of their mission was about to begin—the invasion of Ryloth was imminent. Yet, amidst the whirlwind of activity, this brief, unexpected reprieve felt like a stolen moment, fragile and fleeting.

There was something about the chaos around him, the tension of the impending battle, that made this silence between him and Mae feel even more significant. For a moment, it was as if time had slowed, and the weight of her words settled in.

As they approached the transport heading back to the capital, Mae reached out a hand for the bag slung over his shoulder. Without a word, Cody passed it to her, the exchange quiet and familiar.

“Well, Commander,” she said, standing at the bottom of the ramp, her gaze meeting his. “I wish you well with your invasion.”

“Thank you,” Cody replied, his voice low. He hesitated, his curiosity getting the better of him. “If you don’t mind me asking, what are your plans now?”

He knew she no longer had a contract with the military, and without steady employment, life in the heart of the Republic would surely be difficult. The expense of it all—well, he couldn’t imagine what it would take to navigate that world. But then again, that kind of resourcefulness was something that still felt like a foreign concept to him.

Mae took a moment to adjust the strap of her bag, her eyes momentarily distant. “I might try to find some backwater planet, somewhere far from the conflict.” She sighed, a soft, almost melancholic sound. “I don’t regret helping in this war, not for a second, but...” She paused, her words trailing off for a moment before continuing, her voice quieter. “It would be nice to return to my original purpose—to heal. I think I’ve seen enough bloodshed to last a lifetime.”

There was an unmistakable heaviness in her tone, a quiet resignation that spoke volumes about the toll the war had taken on her. Cody couldn’t help but sense the depth of her weariness, as though the weight of all she had witnessed had become too much to carry any longer.

“I think that sounds like a good idea, Doctor. Take care of yourself,” Cody said, his gaze following Mae as she nodded and began walking up the ramp. She didn’t speak another word on the matter, and before long, she disappeared into the transport. For a brief moment, Cody let the events of the past few hours linger in his mind, reflecting on her words, her actions, and the unspoken understanding that had passed between them.

Before he could gather his thoughts, a sharp knock on his shoulder armor broke his reverie. He turned to find Rex standing beside him, a grin spreading across his face.

“Who was that?” Rex asked, his voice laced with curiosity, his head catching the light of the hanger in his short blond hair as he nodded his head in her direction. “And what’s all this comm chatter saying Kenobi and Windu got yelled at by a civvie? Was that the woman the boys won’t stop talking about?”

Cody should have known Rex would be nearby, especially with the arrival of his men. The camaraderie between them ran deep, forged in the heat of countless battles, but the closeness they shared was also born from years of working side by side. Rex had a way of sensing when something was up, and today was no different.

“Yes, she was the one,” Cody replied, his voice thoughtful as he watched Rex’s mischievous brown eyes study him closely. He knew his friend would want a full debrief at some point, but right now wasn’t the time. So instead, Cody decided to give him a taste of the story, without diving too deep. “But, it was… well, it was like nothing I’ve ever seen. An absolute spitfire, that woman.”

Rex raised an eyebrow, a teasing glint in his eyes. “Oh? Does the Commander have a little crush?” Before Cody could respond, Rex gave him a playful shove, his laughter echoing around them.

Cody rolled his eyes, feeling the familiar weight of Rex’s teasing. “Not likely. We all know you’re the one with a thing for redheads,” he shot back with a smirk, his tone just as playful.

Rex shrugged nonchalantly, unfazed. “Didn’t get a good enough look at her. Now, spill,” he demanded, nudging Cody with his elbow as they started walking back toward the bridge. “What happened? You’re holding out on me.”

Cody sighed, but there was a faint smile tugging at his lips. He knew better than to resist Rex’s curiosity. “Fine,” he relented, his voice lowering slightly. “She spoke up for us, Rex. For the clones. In front of Kenobi and the other Jedi. She—” He paused, considering how to describe Mae’s presence, the impact she’d had in such a short time. “She didn’t hold back. She said things none of us ever would. Or could.”

Rex’s eyes widened a little, though his grin never faltered. “A civilian? Getting in their faces like that?” He shook his head in disbelief, clearly impressed. “I gotta meet this woman.”

As they walked, the noise of the hangar and the looming preparations for war seemed to fade into the background. The weight of the upcoming battle would soon return, but for now, Cody allowed himself a moment of quiet gratitude.

For all the pain and chaos they’d been through, there had been something almost... refreshing about Mae. She’d spoken on their behalf—spoken truths that were often ignored. In the midst of the war machine, she’d reminded him that there were still those who saw them as something more than just soldiers. He’d never forget that.

“Maybe you will,” Cody said, his voice quieter now as they neared the bridge. “Maybe you will, Vod.”