Disclaimer: None of the characters are mine, they all belong to Cameron etc.

Authors Note 1: This is an alternate universe story about the relationship between Max and Lydecker, based on what Lydecker said to Max in AJBAC. This is also a Max/Logan romance. This is a continuing story but in WARNING it will get pretty dark. I am also going with this is what Lydecker meant by "inspired by".

A.N 2: I had to remove this story so I have rewritten parts and am reposting it chapter by chapter depending on reviews, so if you want more, just review!

"Sometimes I wish I could take you away from all this, somewhere they couldn't do anything to you." - Lydecker-AJBAC

INSPIRATION

Chapter 1 - Her Eyes

The halls were silent in the secret government facility. Lydecker looked around as he headed towards the infirmary. Max was in there. The last bout of experiments had resulted in a servere seizure which had left her in a semi comatose state, fighting a dangerously high fever. Lydecker hesitated outside of the double doors and shook his head feeling frustration and desperation fill his chest. What if she dies? Max was all he had left of Antonia, his wife. Whenever he looked into her dark eyes he saw the woman whom he loved so deeply that he had almost destroyed himself after her death. She'll survive, Lydecker reassured himself. I made her that way, she's almost perfect. No one is going to kill her like Antonia, she's too strong, I made sure of it. Still the worry persisted. Yielding to his need to see the young girl, Lydecker pushed open the doors and strode into the infirmary, trying to act like this was something he always did when one of his kids was in here. The nurse on duty looked up in surprise at his appearance and opened her mouth to say something. Lydecker cut her off. "Go and get some coffee Nurse Harper. I'm going to be here for a while."

"But X5452 is supposed to be -"

"I'm aware of her condition. If any changes occur I will notify you immediately." Lydecker paused waiting. The nurse still hesitated at leaving the room. Lydecker sighed silently and curtly ordered her. "Your dismissed!" His military tone was as effective as it was infamous and the woman reacted instantly spinning and exiting the sterile room. Lydecker gave her a few moments to make sure she had really left before turning his attention back to the girl lying on the narrow hospital bed.

His breath caught. Max. She lay so still, only the slight rise and fall of her small chest indicated any life at all. An oxygen tube ran through her nose and her hand was immobilised by the intravenous needle feeding her medicine and fluids. A slight sheen of sweat covered her forehead and her shaved head heightened the fragile appearance of the little girl. Lydecker closed his eyes momentarily at the pain seeing her like this summoned.

Breathing deeply Lydecker reached for the cloth that lay beside a small stainless steel basin of water. Rinsing it he wiped the perspiration gently from Max's face. Concentrating fully on his task he couldn't help but notice the shape of her softly rounded face, the arch of her dark eyebrows and the thick lashes that contrasted sharply with the sickly pallor of her skin. So like Antonia and yet so different for beneath the physical similarities this was a girl that had been born and bred to kill. Lydecker's hand shook slightly at the thought and rare emotion surged forward. Not the comforting anger or even the familiar pain. But guilt. Guilt for what he had done to the girl that was genetically his wife's daughter. This was the first time he had admitted to himself who Max was. Even when he had made arrangements for the ova to be extracted from his dying wife's body and had donated it to the Manticore project he had refused to acknowledge the enormity of what he was doing or what it would mean who this girl was to him. At the time he had been incapable of thinking beyond keeping what little part of Antonia alive that he could. Antonia who had been raped, beaten and finally stabbed. Lydecker had found her on the floor of their home, bleeding, her body broken and near death. He couldn't let go of her, refused to let her slip away. Despite what the doctors told him, of brain damage and internal injuries he had insisted that she be kept on life support, suffering for months before accepting the inevitable.

Now though he had Max. Her daughter, despite all of the manipulation and crossings her DNA had been through before she was even born. And he could see his dead wife in her, see those eyes again that he had thought he had lost forever. Lydecker sank into the chair beside Max's bed and rested his face in his hands.

The tests, the training, the pain… and now this. How much more she could take he knew was probably a lot. After all she was the second in command of X5, bested only by Zack, a fact that he was proud of. But how much more he could take? Seeing her put through what he did. It's making her stronger! His military mind argued with his heart. She needs this, for her own good! Up until now he had been able to hide his attachment to Max, just as he had been able to alter the name of her biological mother. He had to, for no other reason than what that bitch Renfro would do if she found out what Max meant to him. But the X5s were starting to show fundamental flaws. The seizures had already killed 2 of his kids and the other day he had been forced to shoot Eva, for attempting to escape. That had hurt so much. He loved all of his kids and now everything was falling apart. There were even sounds being made in the committee, after the small rebellion, about terminating the X5s and starting over with a new group. If so much money hadn't already been invested in them, Lydecker had no doubt that this would have already have happened.

The X5s were the best success Manticore had had thus far and this was what was saving them, but if these seizures proved incurable and their independence couldn't be quashed he was unsure if even the millions they had cost would be enough to prevent termination. Thus far he stopped the reprogramming, suggested by the neuropsych division, unwilling to let Max be subjected to more pain. His authority though was being constantly challenged by Renfro and he knew she was making powerful allies within the committee. What a fucking mess. He thought.

But Lydecker's solider mentality was strong and he closed his heart to the pain and guilt, pulling forward his twisted strength in the face of atrocities, like he had so many times before. I will not be weak! I will not allow the good of Manticore be compromised by my personal attachment to Ma - X5452! "X5452" He repeated out loud resolutely, trying to distance himself from the girl. She is nothing to me. He told himself, just a passing similarity! a reminder of a dead past! Lydecker stood abruptly, accidentally knocking over the basin which clattered noisily to the tiled floor, and he stopped dead.

Max's eyes were open. They were so large and dark that for a moment Lydecker felt he was being swallowed by them. There was no expression there, simply a blankness of acceptance for what and where she was. Except for that small light in the corner of all the darkness, that called to Lydecker more than the superficial similarity to his wife's colouring. She stared at him and he could not move away, like he had planned. Her gaze was so steady and even as her mouth remained silent he heard her voice.

"Its alright, Max." He whispered hoarsely. "Your going to be alright…everything will be alright." And in the light of her dark stare he turned and walked out of the room.

TBC.