Anakin needed a break.

They were set to deploy in under an hour, and his young, inexperienced, wide-eyed Padawan had not left his side since takeoff. She was constantly asking questions about the ship, the clones, and himself.

He couldn't blame her - this was just the second time she had been on the ship, after all - but he did wish she could contain herself a little more.

He was currently reading a battle strategy Rex had suggested, Ahsoka breathing down his shoulder.

"Hey, Snips?"

"Yes, Master?"

"Why don't you..." How could he get rid of her? He looked down at the battle plans.

Rex.

"Why don't you go find Rex? See if there's anything you can help with." She instantly perked up, eager to do something exciting. He hated doing this to his Captain - Force knows the man had put up with the youngling enough already - but Anakin needed a minute to himself.

"He should be in the hanger. Have him call me when you get there."

She nodded before exiting the room, only to lean back in a moment later.

"Is it left at the end of the hall, or right?"

"Left." She smiled sheepishly, quickly skipping down the hall.

Finally. Silence.

Ahsoka, after many wrong turns, found herself in front of the large, durasteel hanger doors. They were opened, allowing busy crew members access. Hundreds of clones were in the vast room, all doing their part to prepare for the upcoming fight.

Due to her limited height, Ahsoka couldn't see very far across the hanger, so she instead reached out with the Force, searching for Rex. The amount of activity was overwhelming. So much living Force all pressed into one area, filled with anticipation and urgency.

She quickly retreated. There was so much... energy. The Force here was so alien to that at the temple, much more robust and active. There was no way for her to find the Captain amongst that storm of life, so she would have to search with her other senses.

She hesitantly slid into the crowd. There were so many sounds. So many movements. All foreign and unfamiliar. They kept the LAAT/i gunships toward the back wall - that was the most likely place for Rex to be. Most of the men tried to give their commanding officer space, but she was lost in the hustle, much smaller than them.

There was so much happening. Too much. She was crowded. Trapped between soldiers much larger than herself, unable to see her destination through the crowd. There was so much movement. So many vibrations. Overwhelmed by the stimuli and caught in her sudden panic, she froze in the middle of the hanger. She was trembling, she realized. And it was hard to breath. There wasn't enough air.

She tried desperately to calm herself.

There were so many people. So much sound. Bangs and clatters and yelling. Engines and alarms. Movement.

It all echoed in her montrals.

Every footstep. Every breath. Breath. It was so hard to breathe.

Anakin placed the datapad down, casting a glance at the chrono. Twenty minutes had passed since he sent his Padawan to search for Rex, and he had yet to receive a call.

What did she do this time?

He raised the comlink to his lips. She had better not have wandered off.

"General Skywalker." He could barely make out the words through the sound of power tools.

"Captain. Is Ahsoka with you?"

There was a pause. Anakin could almost hear the dots connecting in the clones head.

"No, sir. Would you like me to find her for you?"

Great, he thought, just great.

"I'll take care of it."

He ended the connection with a heavy sigh. If he had money, he would bet every last cent that Obi-Wan had handpicked Ahsoka. He stood, quickly making his way down the halls.

He reached into the Force, trying to tap the minuscule training bond they had formed. She was close, but that was all he could determine through the fog of pre-battle excitement.

He made it to the hanger and still hadn't seen her. Either she was inside the massive room, or she had gotten very lost.

He strained to see over the troops, hoping to catch a glimpse of orange skin. Those hopes were fulfilled when he spotted her standing halfway between himself and the gunships. Anakin hurried through the crowd, trying to reach his apprentice before she moved.

Finally he was close enough to get a good view of her. She was standing in place, her back toward him.

"Ahsoka!"

She spun around, and he was surprised to see tears running down her cheeks.

Ahsoka, what have you done?

He scanned over her, searching for signs of injury. She had started to hyperventilate, and was visibly shaking.

"Hey, shh... What's the matter?" He placed his hand on her shoulder, trying to get her wide, dilated eyes to focus on him. She was trying to speak, but between her rapid breathing, hiccups, and the sound of machinery, he couldn't understand.

"What is it?" He prompted, gently taking her hand to still it.

"Do-on't touch me!" She raised her voice toward the end, suddenly jerking back from him.

Anakin sat on his heels, taken aback. Something had clearly upset her, but he had no idea what. She closed her eyes tightly, tears spilling down as she placed her sweaty, trembling hands on her montrals.

Was it the noise? He knew Togruta had incredible hearing, he had seen it first hand on Christophsis and Teth. Maybe the sound bothered her.

"I need you to tell me what's wrong." He tried again. "Does something hurt?"

She was moving her mouth, trying to say something, but unable to. She was struggling for breath, and it would be difficult to help her here. So he did the only thing he could think to. He picked her up.

"Don't to-ouch m-e!"

He ignored her protests, silently willing the men to do the same, and carried her to the exit. After turning down a corridor, into a much quieter area, he sat her down.

She still clutched her head, but her breathing had slowed into deep gasps - that could only be good.

They sat there for several minutes, the only sound being Ahsoka's heavy breath, and an occasional sniff. Her hands slowly dropped from her montrals, instead wrapping around herself in an improvised hug. She avoided his gaze, staring at the floor in what he could only assume was embarrassment.

"All good now?" He kept his voice as low as possible. She nodded, still refusing to meet his eyes.

"Do you want anything?"

She shook her head.

"You're sure? You look like you could use a hug." He wasn't big on hugs, but the kid sure looked like she could use the support.

"Can I hug you?" He asked, leaning down further to get in her line of sight. He finally managed to catch her eyes. Slowly, so slowly, her arms dropped. She nodded, allowing him to wrap his arms around her.

It was so strange to not hear her talking. He had known her less than a week, and in that time she had chattered nonstop. Whatever it was must have rattled her good. He broke away once she calmed down.

"What happened?"

She looked away, biting her lip.

"It was loud."

Anakin rose an eyebrow. He wasn't an expert, but he had never heard of simple noise triggering such a reaction. Though with her advanced hearing it probably was quite overwhelming. He was just glad she calmed down.

"Hey, Skyguy?"

He looked up at his Padawan. She wore the most thankful, humble expression he had seen from her so far.

"Thanks."

"Of cou-" He was cut off by a shrill ringing - they had made enemy contact.

"Race ya!" She yelled, starting for the hanger.

"Hey! That's not fair!"

So much for gratitude.

And there ya go! Sorry it's been awhile guys, but the wait is over!

A big thanks goes to The-Singular-Peep for all her assistance, and the basic idea for this fic.

For those that don't know, what Ahsoka is experiencing is called 'sensory overload'. The simplest way to explain it is that everything happens too much, and every little thing bothers you - a lot of sound or movement can cause it. PM me with any questions you have. I don't bite! :)

And last, but certainly not least - Thank you so much to anyone who favorited/followed/reviewed! You guys are awesome!