When I Look at You

Author: Laura Kenobi

Disclaimer: I don't own any of these characters/planets, and I'm definitely not making any profit from this story. The song "When I Look at You" is not mine either. It's from the original recording of the Broadway musical "The Scarlet Pimpernel".

Archive: Please contact me first!

Comments/Reviews: You can email me through my profile, and of course you can always leave a review!

Author's Notes: ((italics)) indicates thoughts.

This is my first fic. This story was first published in its original version on May 17, 2001. In July 2005, I decided that since four years had passed and my skills as a writer had undoubtedly improved since this story was first written and posted, it might be refreshing to return to this story and give it a fresh look and an update. For the most part the overall story remains the same - my goal has been to improve on and expand on the original, so I hope the result will prove enjoyable to all of you who are wonderful enough to read and review. The version of this story below is the updated version. Call it the "Special Edition" version of this story.

I wrote this long before Revenge of the Sith, so none of the stuff below was written to correspond with the movie.

I dedicate this story to all the wonderful authors here at All of your wonderful fics inspired me to write something of my own!

Summary: Amidala's thoughts/memories after Anakin's fall to the dark side.

When I look at you,

What I always see

Is the face of someone else

Who once belonged to me.

Still I can hear him laugh,

And even though that memory plays on,

He's gone.

Padmé Amidala of the Naboo stared at the holo she had just activated. The face that she saw there was the same face of the man who she had loved such a short while ago...

((He is lost to me forever now. Now he belongs to the dark side.))

Tears streamed down her face as she watched the man in the holo smile an evil, wicked smile. The laugh that erupted from him as he choked a man to death with the Force struck into her heart like the piercing of a lightsaber. There was a time when a laugh from him would have made her heart leap with wild joy...


Anakin spun her around and around as the music played in the background. They were married! Amidala couldn't believe it.

Her eyes shone with tears of joy as Anakin laughed and laughed, sending her heart soaring.

-End Memory-

She shook her head. The memory was so vivid; his laugh was so real! But she knew deep in her aching heart that although the memory was still there, her Anakin, her life, her love, was gone. The tears that shone in her eyes had nothing to do with happiness now.

When I look at you,

He is standing there.

I can almost breath him in

Like summer in the air.

Why do you smile his smile?

That heaven I'd forgotten eases through

In you.

The holo was not supposed to be publicly available. She couldn't remember where Mon Mothma had said it had come from... Bothan spies? Not that it really mattered... the pain was unbearable no matter where it came from.

As she watched Anakin – no, she reminded herself, he was Darth Vader now – she felt like she could still feel him beside her, his sweet scent was so comforting to breath in…



"Yes love?"

"What do you wash your clothes with?"

Anakin raised his head and an eyebrow.


Padmé laughed. "You know what I mean."

"Why do you want to know?"

"I just do."

"There has to be a reason..." He was teasing her. She smiled, her face turning slightly red.

"Okay, okay! I love the way it smells. Anytime I smell that scent, I think of you."

"Oh," he smirked, "maybe I should find out then! I could wash your clothes in it, and then you'd never stop thinking of me!" They were both laughing now. "To tell you the truth I have no idea what it is. Obi-Wan always does the laundry... I think he gave up trying to teach me to me use the machine a long time ago."

-End Memory-

Then he had laughed... his laugh was tearing her heart to pieces now! And his smile... oh, why did that evil man have to smile her Anakin's smile? It made her remember times when her life couldn't be any better. Times she had nearly forgotten. No matter how evil Anakin was, his face would never fail to make her remember better times... and regret that she would never be so happy again.


Padmé was sitting on the edge of a fountain in the elaborate gardens of the palace. She was so frustrated; respectable women in Naboo were supposed to be married by the time they were twenty-one standard years old... and her birthday was only three days away.

((It wouldn't be so terrible if I wasn't in love with a Jedi.))

She couldn't imagine marrying anyone but Anakin, and yet she was going to have to. Soon. She glanced up at the sound of footsteps.

Anakin was so tall! He sat down beside her and smiled. Something about him seemed different, but she couldn't read the look on his face.

"Hi," she said softly.

He was silent. She leaned in to get a better look at his face, and he seemed startled.

"What? Eh, I – hi."

She laughed. "What's wrong? You're distracted."

He flashed her his most dashing smile. "Well, I am sitting next to an angel. That in itself can be quite distracting."

She blushed, and they were silent for a moment. Anakin broke the silence.

"Ami?" It was his nickname for her. "Can I ask you something?"

"You don't need permission to ask me a question." She teased him gently.

Anakin took a deep breath.

"Look, Ami, I know we've been good friends for a long time, and I know... I know that I love you so much..."

He paused, and as she opened her mouth to speak he began again.

"Ami, I was wondering..." He shook his head. "No, I wanted to ask you..."

He shook his head again in frustration. Then he stood, and walked around to stand in front of her. He bent onto one knee, and took her hands in his.

"I'm not exactly sure what to say, so I'm going to be straight to the point."

Her head whirled. What was he doing? She watched breathlessly as he took a deep breath. He reached into his pocket and pulled something out but kept it hidden from her view. He took her hand and she felt something cool slip onto her finger... she couldn't breathe.

"Ami, will you marry me?"

The words took her breath away completely. She looked down at her hand, which now supported a beautiful ring... her eyes filled with tears, and a huge grin split her face.

((Marry me? Is this real? Say something!)) Her mind was whirling in a joyful dance.

She lifted her head and looked intensely into sky blue eyes.

"Yes." She breathed, a huge smile, "I love you!"

The words sounded silly even in her ears, but the smile they brought to Anakin's face was priceless. He reached for her and they shared a passionate kiss as all her worries faded away...

-End Memory-

If you could look at me once more

With all the love you felt before –

If you and I could disappear into the past

And find that love we knew,

I'd never take my eyes away from you!

Padmé sighed. If only... if only he would come back to her and look into her eyes with all the love they had shared before. How she wished that she and Anakin could step into the past and be in love again! If he would come back to her, she vowed she'd never take her eyes away from his handsome face ever again. How long had it been since she had looked into his eyes, so full of love? Love that had been for her... had it really only been a few months? It seemed like an eternity ago when she had received the news of his turning from his master…


She had been reading through some papers, when there was a crisp knock on the door. She got quickly to her feet and went to see who was there. As the door slid open, the sight of Obi-Wan Kenobi – pale, blood-stained, and injured – brought a gasp to her lips.

"Obi-Wan? What's happened? What –?"

She motioned quickly for him to enter, and wondered numbly how he could even walk. What had happened to him? And where was Anakin?

"Padmé. I..."

"Obi-Wan, where is Ani?" her worry was steadily growing like the stacks of papers on her desk, and her voice rose to an angry/worried tone, "What happened? Who did this to you? Where is Ani?" He was silent, and she shouted at him, "Answer me Obi-Wan Kenobi!"

The words came out in a rush, and the look on Obi-Wan's face made her blood run cold.

"Padmé... I... I don't know how to tell you this..." his voice cracked, "... Anakin has turned to the dark side. Turned away from you, and me, and everyone. He is no longer of the light. He... he was the one... the one who did this..."

Amidala was furious. How dare this man even suggest...

"How dare you say such a thing? You're lying!" He wished with all of his heart that she was speaking the truth. "Get out! Don't ever show your face here again or I'll... I'll..." Her screaming broke into sobs; she knew he was telling the truth. He had never lied to her before. The pain on his face was proof in itself.

"Padmé... I'm so sorry. I loved Anakin as a son. I... I tried to stop him. I never meant for this to happen... This is my fault." He lowered his head, not meeting her eyes.

She turned quickly to face him, shocked. His fault? Crimson raced across her face as she realized she had been yelling at him, faulting him without thinking.

"Oh, Obi-Wan! I'm the one who should be sorry! This is not your fault. I didn't mean... I was shocked and upset. This isn't your fault..." She fought the sobs that racked her body. This couldn't be happening...

The Jedi Master paused, shook his head, then spoke softly. "I failed him. I should have seen this coming. He was my padawan, after all."

Padmé sighed through her tears. "No, It's not your fault. Don't blame yourself. I should have seen it coming as well... he was my husband, after all." She tried to offer him a smile, but only succeeded in allowing more tears to run down her face. She glanced up at Obi-Wan, just in time to see him waver on his feet, and then tumble unconscious to the floor.

-End Memory-

She had called the medi-team, nearly hysterical, and they had rushed him into the medi-bay. He had only recently been released.

There had been no news of Anakin until this holo. Obi-Wan was out searching for him now. He wanted to bring Anakin back. Padmé tried, but she couldn't believe that he could. She grasped onto the thought as though her life depended on it, but she did not believe it. Maybe...

When I look at you,

He is toughing me.

I would reach for him,

But who can hold a memory?

And love isn't everything.

That moonlight on the bed will melt away

Some day!

She thought of their wedding night. That memory was so vivid she almost wanted to reach out to him. But how could she hold a memory? She wished there could have been many more nights like that one, but it was not to be. That dream would fade away...

Oh, you were once that someone

Who I followed like a star.

Then suddenly you changed

And now I don't know who you are.

Or could it be

That I never really knew you from the start?

Did I create a dream?

Was he a fantasy?

Even a memory is paradise for all the fools like me.

Now remembering is all that I can do,

Because I miss him so…

When I look at you.

The change had come so suddenly. One day he was her loving husband, with whom she shared everything, and the next he was a monster.

((Was his love an act? Was it real?)) She had asked herself this question so many times, ((It must have been! The look in his eyes when he told me he loved me…))


Anakin and Obi-Wan had just returned from a long mission. The mission had gone well, and the Council had granted them a few days at the Temple. She and Anakin had been able to spend some wonderful time alone.



"I love you so much." She looked into his eyes, and his love for her radiated there like a fire in a stove.

"I love you too."

-End Memory-

Indeed, she had though their love was unbreakable. Had she ignored his faults, trying to hold onto the man she loved?

It didn't matter now. Memories were all she had left. As she stared at the evil face on the screen, her heart was torn to pieces all over again. Seeing him made the pain unbearable. It made this nightmare too real.

She reached over and flipped off the holo, then fell asleep with tears soaking the pillow beneath her head.

-A few days later-

Amidala nearly fainted from the shock.


There was absolutely no way this was happening to her. Ani's child – no, the droid had said children – inside of her?

What would become of her children once they were born? What kind of life would they have? Obi-Wan still hadn't returned. What would he say? What if Anakin found out? Would he kill his own children? Her mind was thinking of every horrible possibility at an impossibly fast speed.

"Thank you," she murmured as she got blindly to her feet and exited the medi-bay, "I'll make another appointment, yes. Thank you." She felt numb.

Her mind was reeling. Twins? She would be a mother! Sadness overwhelmed her as she imagined how happy the news would have been if it had come sooner.

She needed to make contact with Obi-Wan. She trusted him; he could tell her what to do. As she sat down in her quarters to contact him, she remembered Obi-Wan telling her to contact him only in an emergency.

((Is this an emergency?))

She hardly cared; she needed to talk to him. As Obi-Wan's worried face appeared on the screen, she broke down and cried as she began to try and tell him what was wrong...

The End.

Thank you for reading! I love hearing from readers; if you could review or send me an email it would really make my day! Thanks again! - Laura