The tiny shelter was quiet and mostly dark, lit only by the light that Rex was reader under. It felt odd to be holding a physical copy of a book and not just reading it on a hand held screen but folks in this area weren't big on technology for things like that. They insisted on clinging to old ways, like the printed word. Rex had gotten used to it in time and was growing rather fond of the simple, quiet nature of this planet and this little town that he was hiding out in. Outside, frogs and night insects created a background symphony to his late night musings and the barest of warm breezes stirred through the shack.

A rustle from the back of the room drew Rex's attention and he looked up over the edge of his book and waited to see if his guest was alright.

Apparently she was not and Ahsoka emerged from the only other room at the back of the shelter. She wore a thin robe of nearly translucent material, fastened loosely around her waist with a sash, and if Rex tried hard he could make out the outline of her undergarments beneath. He quickly looked back down at his book, embarrassed that he'd allowed his eyes and mind to wander.

"Can't sleep?" he asked instead and watched out of the corner of his eye as Ahsoka wandered to the open window and leaned on it's edge. In that position, slightly bent over, her firm round ass was more prominently displayed and Rex's thoughts started to wander again.

"No, I guess not," she said and sighed. "I was hoping that being all the way out here in the middle of nowhere like this, away from everything, I'd be able to breathe a little better but..." She trailed off.

"Well, not that I don't appreciate the visit, you were never one to take a vacation. Why don't you tell me what's been on your mind that you trekked all the way out here to pay old Rex a call?"

"I don't know. I've been working so much lately with this rebellion, trying not to get caught by the empire. Every day just seems like a struggle to make it to the next. I'm tired, Rex, and it all seems so...pointless."

Rex shook his head and set his book aside. "I don't know that I've got any advice that'd cheer you up, Ahsoka. Being a clone means my life was laid out for me before I was even born. Some days lately I feel the same as you. But giving up's not in my blood and I know it's not in yours either."

Ahsoka looked back over at him with a smile and withdrew from the window, came over to where Rex was sitting on the very small couch and sat next to him. He tried to make room for her but there wasn't really anywhere to go and she was so close to him that their thighs were pressed together and she was close enough that Rex could smell her when he breathed in. The touch of her warm body against his assailed his mind with exciting thoughts and he had to clamp down on his lusty imagination and regain control.

"Was this what you saw for yourself ten years ago?" she asked him softly, her beautiful blue eyes looking at him with openness. Her face was bathed in the gentle lamp light, casting round shadows all over he body, down her smooth neck and over her shapely bosom and even further down-.

Rex musings and snapped his eyes back up to hers.

"Well, not exactly," he confessed to her. "But back in the clone wars I never thought I'd make it through the day. And on a couple of occasions, if it hadn't had been for you, I might not have."

"I guess I didn't expect to feel so...lonely..." Ahsoka confessed and was it just him or had she somehow managed to get even closer to him? Rex's heart began to beat faster and he cleared his throat. He reached out tentatively to pat her leg, then realized how little of her was covered and how awkward it would have been. He put his hand in his lap instead.

"You're not alone though, Ahsoka. We've both lost a lot of people but we have friends who care about us. And you always have me."

"I'm glad for that," she said in a warm tone and she leaned into Rex and rested her head on his shoulder. He nearly leaped out of his skin in surprise but her warm body pressed up against him wasn't something he was going to reject. He lifted the arm under that was under her and carefully lay it over her shoulder, trying to be mindful of where he put his hand back down again. The soft curve of her muscled shoulder, the dip in her side as her stomach swept up into her ample hips, the rise of her full, shapely ass...Nowhere was safe and every place gave rise to temptation that Rex was trying his hardest to control. He finally rested his hand on her side, just below her ribs but just above her ass where he could get himself in trouble. As much as he wanted to run his hand over her and follow the curves of her body to their natural conclusion, he dared not give in. Ahsoka sighed contentedly, snuggled her head further against the hollow created in his shoulder, and her other arm she draped lazily across his lap with her hand resting on the bulge of his stomach. He felt ridiculous compared to her, lithe and toned and full of life and vigor beneath an incredibly revealing nightgown, while here he was past his prime with a gut and grey hairs and baldness and all the fun that age had brought him. He may have been getting along in years but he was still a man, dammit, and the things that Ashoka was stirring in him were only natural. Who wouldn't have been aroused in his position? He just hoped it was dark enough and that his gut was hiding his stiffening cock.

"Thanks for letting me stay here with you for a bit, Rex," Ahsoka said and her hand wandered a little higher up to his chest. He swallowed hard at the wave of heat her touch stirred in him. His palm was suddenly sweaty and his heart continued to pound.

"Yeah, no sweat," he replied weakly.

Ahsoka stirred again, rolled over and rested her head in his lap and twisted her nimble body around so that her long legs hung over the edge of the couch. Rex tried to pull his hand away so as to not brush against her in an unseemly fashion but she grabbed his arm and placed it across her, with his hand resting on her flat stomach where her nightgown had pulled open slightly. She was warm under his hand, so alive, that he had to suck in a quick breath to steady the rush of feelings it awoke in him. Ahsoka didn't say anything about it, nor did she make any move to remove his hand so he gratefully settled into the new position and left his hand where it was. The younger woman closed her eyes with a contented look on her face and her hand ran up the back of his bare arm that rested on her, her feather-light touch causing his hairs to stand on end and shivers to race across his body. He dared to let his hand run over her smooth skin, to feel her warmth and imagine even greater warmths further down. Ahsoka took a deep, gentle breath and let out a soft sound that filled Rex with bravery and he dared to test his luck. His hand wandered up, ran lightly up her ribs and brushed over her breast. Another lusty sigh from her and her eyes cracked open, so inviting and full of temptation and desire. Looking down at her sensual form splayed out across his lap, at those slightly parted, full lips of hers and those stunningly blue eyes giving him that bedroom look was enough to crumble what remained of his resolve. He ran his hand over her breast again, more deliberately this time, and gave it a firm squeeze while his thumb rubbed over the bump of her nipple beneath her clothes. She smiled up at him and held his gaze. Rex's little soldier was standing at attention now but if all his years had taught him anything, it was patience. With a deep breath of his own Rex reached down and tugged on the sash of the nightgown and it fell open completely, exposing the frilly black bra and matching underwear she wore beneath. Her dark skin took on a pleasant glow in the lamplight and was in stark contrast to his own pale complexion, and the visual difference further aroused him. His hand came back down her front, followed the line of her abs straight down her stomach to the edge of her panties that he snuck underneath. Ahsoka's mound was smooth and hairless like the rest of her, and when his thick fingers ran over her slip and testingly dipped inside her she was warm and wet and most welcoming. Her hand on his arm squeezed a little tightly and pushed him further down, urging him on, and he was only too happy to continue. He plunged his finger inside her and slowly dragged it back out again, trailing her juices back over her folds and up to her clit, which elicited a sharp inhale from Ahsoka as he did it. He flicked his thumb back over it and this time she let out a small moan and lifted her hips off the couch to meet him.

"You didn't come all the way here for this, did you?" he inquired and toyed with her sensitive nub some more and she squirmed and breathed heavily in reply. Rex's erection strained against his pants in response to her kittenish movements and gentle gasps. He continued his ministration, playing with her clit until she was dripping with desire and flushed with passion. She pulled away from him and stood up and Rex felt a pang of disappointment but she'd only gotten up so that she could pull her underwear down to her ankles and kick them off. She stood before him and shrugged off her nightgown, let it pool around her feet, then reached around behind herself for the clasp on her bra. Her head was lowered slightly, she looked at him through her lashes in a veiled look and there was something challenging in her smile.

"You sure you can keep up with me, old man?" she asked him teasingly.

"I may have a few years on you but I'm not dead yet, and I'm always up for a challenge," he replied and in response she released her bra and removed it too. Still smiling, Ahsoka knelt before him and ran a hand over his hard cock, visible against his confining pants, then moved her hand up his shirt and over his chest, through the greying hair there. He helped her as she lifted his shirt off of him and she continued to run her wanting hands over his body. He reached down and undid his pants, freeing his eager member that sprang forth excitedly. Ahsoka was just as eager as him and straddled his knees, hovering her warm, wet pussy just close enough to tease him. She took his hand and placed it on her ass and he was only too happy to grab it firmly and guide her down onto his erection. He groaned with desire as her hot body enveloped him and he took hold of the other side of the bottom and spread her cheeks. She leaned in and breathed in his ear, her breath tickling him, and her curious mouth and wandering tongue teased at his earlobe and left kissed down his neck. At the base of his throat the kissed paused and she latched on, sucking at his skin and grazing her teeth across him. He gasped and thrust into her and she bore down on him, then rocked her hips back and forth against him. He groaned aloud again and placed a large hand on the back of her head, urging her to continue, and she was happy to oblige him. She continued until it stung and then broke away with a wet sound, only to press her lips to his in a passionate kiss. She was assured and forceful in her actions and Rex enjoyed her confidence, the way she knew exactly what she wanted from him and was willing to take it. He opened his mouth and let her in and she explored inside him, her tongue caressing his own. Holding her firmly from behind he pulled her forward with each thrust she made, listening as her breathing became more ragged and her pleasure mounted. His own heart was racing and he too was breathing raggedly but he wasn't about to let his age disappoint the majestic woman riding him. He continued to fuck her with everything he had, bringing his hips up to meet her forcefully. She broke their kiss so she could lean back and better position his cock inside her in a way that pleased her most and she tossed her head back and cried out with every movement they made together. Her breasts bounced in front of him as she pleasured herself on his dick and he couldn't help himself; he leaned into her and took one of her perky nipples in his mouth. She cried out in pleasure as he gently pulled on it with his teeth.

"Rex!" she cried out and suddenly drove down on him. Her body shook and a hot wetness gushed out between them. Unable to contain himself any longer Rex finally exploded, blowing his load deep inside the younger woman. Still moaning with the aftershocks of pleasure Ahsoka slowly raised herself off of him, taking a few more lazy thrusts while she was there, before she pulled his spent cock out of her quivering pussy and collapsed on his chest. Rex couldn't help but smile as she rested her head on his chest, no doubt listening to his pounding heartbeat, and he wrapped an arm over her back while the other stroked her ass absently.

"Do you feel better now?" he asked her and she nodded and twirled her fingers in the hairs on his chest. "Well that's good then. Glad this old soldier could still serve you."