Author's note: I know that there are a lot of What if? stories regarding Anakin Skywalker had he not turned to the Dark Side. Here's my version.

Disclaimer: I am not George Lucas. I do not own Star Wars, Star Wars the Clone Wars, or anyone whose name sounds familiar.

There's a cameo by Han Solo and Chewbacca. They're not major players in this story.

~Dramatis Personae~

Anakin Skywalker; Jedi Master (Human male)

Padmé Amidala Skywalker; Senator (Human female)

Obi-Wan Kenobi; Jedi Master (Human male)

Ahsoka Tano; Jedi Knight (Togruta female)

Luke Skywalker; Jedi Apprentice (Human male)

Jinn Skywalker; Jedi Apprentice (Human male)

Leia Skywalker; Jedi Apprentice (Human female)

Grace Skywalker; Jedi Initiate (Human female)

Ardeth Vao; Jedi Knight (Twi'lek male)

Raoul Tano; Jedi Apprentice (Togruta male)

Mara Jade; Emperor's Hand (Human female)

Miranaken'yon; Rebel pilot (Twi'lek female)

Rex; Rebel Commander (clone, Human male)

Artoo-Detoo; Astromech droid

C-3PO; Protocol droid

CT-27-5555 "Fives"; ARC Trooper (clone, Human male)

CT-21-0408 "Echo"; ARC Trooper (Clone, Human male)

Darth Sidious/Emperor Palpatine; Sith Master/Emperor (Human male)

Darth Maul; Sith Apprentice (Zabrak male)

Betrayal

~19 BBY, Deep Space, Aftermath of Order 66~

Padmé stared out the viewport of the Naboo star yacht, Pax, willing Anakin's Delta 7 starfighter to drop out of hyperspace.

When Padmé had commed him about the attack on the Chancellor and the destruction of the Jedi Temple he had told her about his narrow escape from the clone troopers he had been with. Luckily they were in the hangar of one of the capital ships and Anakin had made good his escape in his starfighter.

Unfortunately, Ahsoka had taken part of the fleet to Utapau to assist Obi-Wan in his hunt for General Grievous, and Anakin hadn't heard from his padawan since he had seen her off.

When Anakin had heard about the massacre at the Temple, he had, under no uncertain terms, told Padmé to get off Coruscant now and that he was on his way to reset the beacon calling the Jedi to the Temple. When she had questioned him, Anakin had told her that he wanted to look for survivors. If there were any. If he could get past the clones guarding the Temple.

The baby in her stomach shifted restlessly, and, if Padmé wasn't mistaken, the child had felt and was reacting to the deaths of the Jedi who had managed to escape from the Temple and the clones that they had once fought side by side with. She had already deduced that Palpatine was the Sith that Count Dooku had warned Obi-Wan about on Geonosis before the start of the war.

Darth Sidious, she reminded herself. The Senator and later Chancellor Palpatine that she had thought she knew had never existed. He was and would always be an agent of evil, even if he was hiding behind the face of a kindly old man. What had surprised her was that he had been able to hide his true self from the Jedi High Council, and from Grand Master Yoda.

"Mistress Padmé, is there anything I can do to be of service?" the slightly tinny voice of See-Threepio asked from the entrance to the cockpit.

Padmé had had just enough time to grab a few essentials and Threepio on her way out of her apartment in 500 Republica before the clones had come to arrest her. She and Dormé- who was nursing a blaster wound to the arm in the small medibunk- had made it to the hangar and into orbit and freedom shortly thereafter.

"Not now Threepio, thank you. Why don't you go see if Dormé needs help?"

The droid's voice sounded slightly affronted as he answered her. "I already inquired if Mistress Dormé required assistance. She told me that the best way to help her was that I leave her alone. I really have no idea why she would tell me that, one of my many alternate functions is the dressing of wounds such as hers-" he was cut off as Padmé caught sight of the ship that had just dropped out of hyperspace and shrieked.

It was Anakin's Delta 7, but it was pockmarked with carbon scoring, particularly around the cockpit. It disconnected from the hyperspace ring and drifted closer to the Pax.

~19 BBY, Coruscant, After the issuing of Order 66~

Anakin Skywalker, Jedi Knight, the Hero with No Fear, the Chosen One, poster boy of the Jedi Order, snuck through the underworld of Coruscant like a hunted outlaw. Which is exactly what I am, Anakin thought bitterly.

He had seen several Wanted holos of him and Padmé, along with Jedi Masters Shaak Ti, Yoda, and Obi-Wan Kenobi. The fact that Obi-Wan was wanted meant that he was alive, and most likely would stay that way now that his former master was aware of the danger. That fact alone made Anakin's heavy heart slightly lighter. All the holos stated that the Jedi were to be considered extremely dangerous and were not to be approached without clone troopers being present. All the Jedi save Anakin were wanted dead. Palpatine expressly wanted him alive.

That fact alone made Anakin resolve to force them to kill him if it came to that.

Worry gnawed at Anakin about his padawan. Ahsoka had gone completely off the grid. The young Togruta was more than capable of taking care of herself, he knew, but he was still worried. No news was better than bad news, in this case, Anakin decided.

The deaths of the most notable masters were what had Anakin worried. Masters Mace Windu, Kit Fisto, Saesee Tiin, Agen Kolar, Ki-Adi-Mundi and Battlemaster Cin "the Troll" Drallig were some of the most experienced, powerful Jedi in the Order, and they were dead. Dead.

What chance did Anakin have if Cin Drallig, the best swordsman in the Order, had been killed in the Temple- in his own dojo!- by the newly proclaimed Emperor's mysterious apprentice?

If Anakin had heard correctly, Palpatine had killed Masters Tiin, Windu, Kolar and Fisto himself. Vaapad hadn't helped Master Windu. Anakin had never liked Master Windu, but he had a grudging respect for the man. That he was dead was inconceivable to Anakin. Windu had been there from the time Anakin had been brought to the Temple, and it had seemed like he would always be.

Anakin shuddered as he realized just how easily it could have been him. His dreams of Padmé dying in childbirth had driven him nearly insane. Palpatine had tried to draw him in, but with Padmé giving Anakin some perspective, he had realized that Palpatine had been manipulating him. Undermining Anakin's trust in the Order and faith in himself and Obi-Wan, Palpatine had set Anakin up for a fall beautifully. It had almost worked.

It would have worked if Yoda hadn't sent Anakin and Ahsoka off to Utapau, telling Anakin to blockade the system while Ahsoka went down to the planet. Anakin had to wonder if Yoda had foreseen this. It would explain a lot.

Head in the game. Focus, Skywalker. Anakin shook himself and stopped in front of the unobtrusive electrical panel in front of him. Memories of sneaking out of the Temple assaulted him as he carefully removed the panel. He slipped into the tunnel, hunching his shoulders as he did so; the ceiling was really much too close to his head for comfort. The tunnel was dark, and he couldn't risk igniting his lightsaber for fear of the clones hearing its signature hum.

Going by ten-year old memories he navigated through the tunnel. As he turned a corner, his forehead met a pipe with a muffled bong!

"Boshuda! Kriffing thing-!" Anakin gasped, staggering backward until his shoulder blades met the wall of the tunnel. Memories aren't what they used to be. I wasn't as tall then. Anakin thought. This tunnel wasn't the one he had used to sneak out to visit Padmé. The other was too well guarded, however inadvertently, by a squad of clones.

When he was young, before the war had started, Anakin had made a habit out of sneaking out of the Temple and exploring Coruscant. He had also raided junk piles for bits of circuitry and metal to tinker with his many droid projects. He had used this tunnel until a fellow padawan, Ferus Olin, had caught him sneaking back in. It had taken Anakin weeks to find a new tunnel out into the underworld, and even longer to learn to navigate himself through the new area. He still remembered his terror when he thought he was lost in an unfamiliar part of the underworld.

He navigated the rest of the way back to the Temple carefully, coming out in a small closet in an unused corner of the Temple.

Peace and serenity had once reigned supreme here, now though echoes of pain, terror and death assailed him as he pulled the hood of his cloak up over his face and exited the closet. He moved up the corridor towards the Hall of Healing. The doors had been old- fashioned with antiquated hinges.

The door on the left now hung off its hinges while the one that had been on the right was at the back of the room, scorched and shattered. The entire main room was in disarray. Doors to the hospital rooms had been blown off, and several clones lay sprawled on the floor, obviously killed by a lightsaber.

He thanked the Force that they weren't the 501st, that Rex was with Ahsoka, although, given recent events, Anakin wasn't sure if that was a blessing or a curse. My life is so screwed up. Releasing a sigh of frustration, Anakin moved to the communications area of the Temple, which had doubled as an impromptu war room during the attack on Coruscant and other times, like when the Zillo Beast had been unwittingly loosed on the city.

Moving over to the main console, Anakin accessed the recall beacon and replaced it with a general warning to stay away from the clones, the army and Coruscant in particular. Stay away. Hide, live to fight another day.

Anakin then moved to the security holos. He sighed. He didn't want to do this. But he had to. Reaching out with his mechanical hand, his finger hovered over the button to play back the footage when the door cycled open.

He spun, activating his lightsaber as he went, not fully registering the people standing in front of him for a moment. Then it hit him.

"Obi-Wan! Master Yoda!" he practically shouted in relief, lowering his saber as both parties relaxed slightly.

The relief on Obi-Wan's face was short lived. "Anakin, what are you doing here?" the concern in his voice obvious.

"I came to reset the beacon and look for survivors. I didn't think anyone else would come." He gestured at the security holo, which was frozen on an image of a Twi'lek Jedi Knight, lightsaber held in the classic defensive posture.

"Much time, we do not have. Hurry, we must." Yoda stated as he hobbled forward. "Play it, young Skywalker. Leave soon, we must."

With new resolve, Anakin pressed the button. The three Jedi watched in growing horror as a man dressed in ominous black armor, the helmet reminiscent of a human skull, led two entire legions of clone troopers through the main entrance, already gunning down the badly outnumbered defenders. The black armored man cut down any Jedi within his reach, using a red double-bladed lightsaber that, even in a grainy holo, Obi-Wan recognized. He hadn't seen it in almost twenty years, and it had been in two pieces, but he was positive that that was the lightsaber that had killed his Master, Qui-Gon Jinn. The masked villain there, was, he was marginally sure, Darth Maul.

When the holo ended with Maul's massacre of the younglings in the Council Room, Anakin swore impressively and fluently in what Obi-Wan thought was Huttese. Obi-Wan thought he saw Anakin's eyes glaze over with unshed tears, then he blinked and they were gone.

"We don't have time to give them a proper send off." Obi-Wan said quietly, taking a knee to gently close a young Zeltron's eyes, frozen painfully wide. She couldn't have been more than sixteen.

Anakin was walking toward the Crèche, where the youngest of Initiates were housed.

Obi-Wan watched him, then glanced at Yoda.

The diminutive Master looked up at the younger Jedi. "Go with him, you must. My own mission, I have."

Obi-Wan bowed to the Grand Master. "I will Master. May the Force be with you. Always," he said formally.

Yoda chuckled, though the humor didn't reach his eyes. "Meet again, we will, my friend. Sooner than you expect, yes," the old Jedi then returned the bow, returning in kind "May the Force be with us all. Meet at the rendezvous, we will. Bring young Skywalker, you must."

"Speaking of Anakin, I should catch up with him. Good bye, Master,"

When Obi-Wan caught up with his former padawan, he was standing in the middle of the ransacked Crèche, fists clenched, trying to contain his anger. He was losing the battle.

Then he abruptly turned and strode to the cupboards in the corner where fresh clothes had once been kept for the children. He pulled open the door and froze. Obi-Wan watched him cautiously as the muscles in his back and neck tightened visibly.

"What is it, Anakin?" Obi-Wan asked, trepidation in his voice.

Anakin's voice cracked when he tried to speak. He cleared his throat and tried again, this time he managed to rasp out: "A baby," his voice sounded odd.

"What!" disbelief quickly replacing the trepidation in light of the newest development. "Alive?" he asked, moving to stand behind Anakin to get a better look in the cupboard. He stared as Anakin reached in and lifted out a young, blue skinned Rutian Twi'lek.

"He can't be more than a year old," Anakin said, holding the terrified youngling against his chest. The child's blue eyes, a shade darker than his skin, were wide, but he remained silent.

Still gawking, Obi-Wan asked the obvious, if heartless, question. "How did they miss him?"

Anakin stood, shrugging. "I don't know." He turned and moved back out into the hallway, pulling the blanket over the child's eyes and carefully stepping around and over the dead. Clone and Jedi alike. "Let's get out of here."

Anakin led the way to the tunnel he had used to enter. Obi-Wan just shook his head in amusement. Anakin shot him a glare.

"So is this how you were sneaking out to visit Senator Amidala?" the question was asked casually, and it took Anakin a moment to realize what his former Master had said.

"No… wait what?" The surprise in Anakin's voice coaxed a small, sad smile from Obi-Wan. The young Twi'lek whimpered and started to wail. Obi-Wan gently started to pat him on the back.

"You weren't nearly as discreet as you thought you were, Anakin. I've lost count of how many times I'd have to cover for you. I know she's pregnant. Is it safe to assume that you're the father?"

Anakin turned and, having obviously forgotten what he was supposed to be doing, asked, "How long have you known?" The surprise was still there, now tempered with nervousness.

"Until now, I was just guessing. And I'm usually right in my guesses. How long?"

Anakin turned back to the hidden door and pulled it open. "Three years. Can we talk about this later? We should get out of here,"

Obi-Wan sighed and followed Anakin into the tunnel. "Fine. But don't think I'll forget about it."

Anakin snorted. "Wouldn't dream of it, Master,"

They walked for what seemed like forever in the dark, Obi-Wan slipping occasionally on some accumulated slime. Ahead, Anakin ducked under the pipe that he had hit before.

"Watch your-" he started, but he was too late and the top of Obi-Wan's head hit the pipe with the same muffled bong it had made with Anakin. "-head," he finished, fighting to keep a straight face.

Obi-Wan's reaction was much more controlled than Anakin's had been. He gave Anakin one of his trademark disgruntled glares he saved specifically for his wayward ex-padawan, shook his head to clear it, and kept moving. He had even managed to keep hold of the youngling, which had nestled himself snugly into Obi-Wan's robes and had fallen asleep.

Chortling under his breath, Anakin led the way out and carefully replaced the electrical panel after they were out.

Turning to Obi-Wan, Anakin asked softly "Do you have a ship?"

He shook his head. "Not one that won't arouse undue attention. I daresay General Grievous's personal shuttle is still on Coruscant's watch list. You only have your starfighter." He sighed. "We'll have to borrow one."

"General Grievous's personal ship! You defeated Grievous!" Anakin exclaimed in surprise.

Obi-Wan found Anakin's disbelief slightly insulting. "You don't need to sound so surprised, Anakin. I find your lack of faith insulting."

Anakin backpedaled quickly. "I didn't mean that! I just-" he broke off when an idea suddenly hit him. "What about the Nubian ships? Padmé always keeps several in her private hangar. We could take one of them."

"What about your fighter?"

Anakin thought. "We could send Artoo with the fighter to meet Padmé and give her the coordinates for the rendezvous with Yoda." He glanced at the youngling, still sleeping, wrapped in Obi-Wan's cloak. "What will we do with him? We can't take a ship and keep a youngling safe at the same time," another thought came to mind. "What's his name?"

"I believe Master Secura brought him to the Temple. She said his name was Ardeth Vao, from Ryloth." Anakin nodded, memories of the battles on and around Ryloth during the war assailing him. Ardeth was too young to have been born before the battles.

The theft of the Nubian skiff went off without a hitch and Anakin's starfighter piloted by Artoo escorted them out of Coruscant and both jumped to hyperspace, Artoo to meet Padmé in their deep space rendezvous to take her to the meeting point on Polis Massa, where Bail Organa and Master Yoda would be waiting for them with Anakin and Obi-Wan.

Lowering Ardeth carefully down onto the acceleration couch, Obi-Wan let himself drop, in a rather un-Jedi-like manner, onto the couch next to the sleeping child.

Anakin mirrored his friend and sank down into one of the swivel chairs across from him. He leaned forward, resting his elbows on his knees. "Alright. Let's have it,"

Obi-Wan sighed. "At this point, Anakin, I don't think it really matters anymore. To the rest of the Rep-Empire, we are all traitors. I have no qualms about the two of you. Master Yoda, though, I'm not so sure,"

Anakin sat up straighter. "I would have left the Order for her. Now, the Republic is gone and the Jedi all but destroyed. As much as I hate to say it, I don't think Master Yoda's opinion carries as much weight now. We'll have to go into hiding. The baby and Padmé must be protected." He looked at Ardeth, who had wriggled himself against Obi-Wan's warmer body. "Ardeth will have to be protected, Master."

"And you would have me raise him?" Obi-Wan asked, raising an eyebrow at his former padawan.

Anakin shrugged. "You survived me didn't you? A youngling like him, you'll be fine."

"You are assuming that I would be willing to suffer through rearing another Force-sensitive child, this time from infancy, to adulthood? From a different species?" Obi-Wan affected a slightly affronted pose that quickly changed into a wry grin, which faded. "He will give me something to do, in any case. Hopefully not as much trouble as you." The smile returned. "If the Force has any sense of justice, or humor, your baby will give you just as much trouble, if not more, than you caused me."

Anakin laughed. "I'd love every minute of it and you know it,"

Obi-Wan shook his head at his young friend. "That I completely agree with you." He settled himself more comfortably on the couch. "We should rest. We'll be there soon."

STAR WARS

Padmé couldn't hide her disappointment as Artoo came into the airlock instead of Anakin. The little droid trundled by her to the cockpit and plugged himself into the navicomputer.

"Artoo, what are you doing?" Padmé asked him. "Where's Anakin?"

Artoo burbled and bleeped an unintelligible answer.

"Oh, my, Mistress Padmé, Artoo says that we are to meet Master Ani and Master Kenobi at the asteroid colony of Polis Massa. Artoo is inputting the coordinates now."

Padmé sighed. "Alright, let's go." She gasped as pain suddenly clenched around her stomach.

Contractions. The baby was coming. Anakin wasn't there.

Pax jumped to hyperspace as another contraction doubled her over with a cry of pain. Artoo rolled over to her, tootling nervously as Threepio hurried out of the cockpit as fast as his servomotors could carry him, calling "Mistress Dormé! Mistress Dormé! Mistress Padmé needs help!"

Dormé hurried in, her blaster burn now fully healed, and helped Padmé to her feet and into the captain's room and into the bed.

The hours of the hyperspace jump to Polis Massa were a long and tiring one for both women.

Dormé landed the ship and lowered the boarding ramp, which was only halfway open before Anakin Skywalker was up the ramp and down the corridor to his wife's bedroom. Master Kenobi followed him at a more sedate pace. Anakin carefully picked Padmé up and carried her to the delivery room in the Polis Massan medical facility.

Four hours later, Obi-Wan and Bail were convinced Anakin was going to have a nervous breakdown. He had been removed (forcibly) from the delivery room by Obi-Wan, after the midwife requested he be removed. He was now pacing a hole in the floor, glancing nervously in the observation window at his exhausted wife.

One of the nurses waved him in, murmuring quietly, "The baby will be here any minute. She requested your presence."

Padmé gripped his left flesh-and-blood hand so tightly that Anakin thought he might need another cybernetic. She gave an agonized groan as Anakin and the midwife encouraged her to push. The wail of a newborn baby broke the sudden silence.

"It's a boy," the medical droid intoned, transferring the child to an awed Anakin's arms.

Padmé smirked up at Anakin. "I told you we were having a boy. Luke," she whispered, caressing his small head. She gasped in pain again. Anakin's head snapped up and he looked at Padmé, then handed little Luke to Obi-Wan, who had appeared by his side.

"What is it?" Anakin demanded of the midwife.

She met his eyes, then said, "The second baby. You're having twins,"

"What!?" Anakin, Obi-Wan and Padmé demanded at the same time, one surprised, another in disbelief, Obi-Wan in horror.

"Force help me," Obi-Wan said, sounding horrified. "there's three Skywalkers. I'm doomed!"

Padmé gave a laugh that was cut off quickly by another grunt of pain. "I'm… the one… wh… who has… to… deal with… them!"

Her grunt died as another unearthly wail announced Luke's twin's arrival.

The medical droid deposited the tiny baby in an exhausted Padmé's arms, announcing "It's a girl," as it did so.

Anakin picked the baby girl up, crooning "Leia. My little princess," as Padmé accepted Luke from Obi-Wan. Anakin's grin lit up his entire face as Leia opened her eyes, which were already the same chocolate brown as her mother's. Tufts of brown hair were sticking up at odd angles. Her little fist wrapped securely around his finger with surprising strength. Leia smiled at him.

STAR WARS

They all gathered around the table the next day. Padmé still looked tired, but happy, holding baby Leia, while Anakin stood behind her, holding Luke, who already looked like him. Luke had white blond hair and blue eyes like his father's. Both newborns were small supernovas in the Force, their Force-signatures bright and flashing as they communicated through their twin bond.

Obi-Wan sat across from Padmé, Ardeth sitting on his lap, levitating a small ball that Bail had brought for the young Twi'lek's amusement. Ardeth giggled as he sent the ball bouncing through the air.

Dormé had been hired by Bail to keep her hidden from the Empire. Bail Organa sat at the head of the table, Master Yoda directly across from him as they decided what they would do.

"Disappear, we must," Yoda said gravely. "Separate the twins, you should. Dangerous it will be if raised together they are."

"No. I won't separate my family. We've been apart long enough." Padmé rebutted before Anakin could even voice his protest.

When Yoda looked to him, Anakin sighed. "I'm not separating my family, Master. Not again."

Bail backed him up. "Raising Force bonded twins apart sounds foolish, don't you think, Master Jedi?"

Obi-Wan snatched the ball out of its downward spiral and handed it back to Ardeth- who had completely adopted him- before he answered. "I think it would be unwise to separate the Skywalkers. Any of them. Because the two that I do know tend to do incredibly brash things when they're separated. I can only imagine that the Skywalker twins would be worse." Anakin rolled his eyes at him.

"Hmmm. If not separated, then hidden, yes. Hide your family, Master Skywalker. Protect and teach your younglings, you should."

Anakin stared at Yoda. "I'm not a master."

Yoda chuckled. "Are now. So few left. A seat you had on the High Council. Grand Master am I. Confer upon you the title of Jedi Master, I do."

Anakin seemed stunned, then bowed to Yoda as best he could with a sleeping Luke in his arms. "Thank you, Master."

Bail voiced his worries. "Where will you hide? The Emperor will be able to find you where ever you go. And what of the Twi'lek?" he gestured at Ardeth, still engrossed with the ball.

"To Dagobah, I will go. Uninhabited the system is." Yoda stated. "Stay there until needed am I,"

"Ardeth will come with me to Tatooine. It's on the Outer Rim and is fairly isolated. We'll be fine there." Obi-Wan said.

Bail turned to Anakin and Padmé. "What of you? Where will you go? Palpatine will expect you to return to Naboo. You are welcome on Alderaan."

Padmé shook her head as Anakin said, "No. We can't endanger you like that. I was thinking Ansion. It's small, Mid Rim. Doesn't do much to attract attention. We'll be hiding in plain sight."

Hours later, the Tantive IV, Pax, and two smaller ships blasted out from Polis Massa, scattering across the galaxy to hide until the time was right to rejoin the rebellion that was already forming.

OK, I'm going back through and, with the help of my awesome Creative Writing teacher, editing and re-writing parts of this story. Not to worry though, because I am still writing. Time now is not something I have a lot of.

Thanks everyone! I hope the character list helps and I'm sorry that there's no real update.

-CommChatter