Here's my first ever fanfic. Came to me when I started wondering why my pure paragon Shep was with Jack. Anyway, enjoy, review, ignore, whatever. This is a one-shot since I don't really know where to go from here.

Standard disclosure: I don't lay claim to any characters, places, things, or actions from Mass Effect or Mass Effect 2, those are property of Bioware.

Memories

"Hey Shepard, why me?"

They were sitting in his cabin, the Loft, on the Normandy. It had been nearly a month since they had blown up the Collector Base and returned through the Omega 4 relay. With Legion's help they'd retreated to where not even the Illusive Man could find them, deep in Geth space. The Geth were nearly finished with repairing the Normandy and the two of them were enjoying a few moments before he set out to build the forces required to fight the Reapers.

"I love you Jack." Shepard replied, "why do you ask?"

"What kind of a bullshit answer is that?" Jack scooted down the couch towards the end, turning to where he sat in the corner. "I mean why not Tali, she's all over you, or the cheerleader with that 'perfect' body of hers, and that Asari on Illium you had a thing there, what was her name? Why does someone like you, a fucking hero, damn near a saint want to be with me?" she asked somewhat accusingly.

"Liara and I did have a 'thing', I thought it was more, but she's changed, it's over." his voice had a strict tone of finality to it. "And me, a saint? Hardly," he laughed, "but I guess the Alliance has covered that all up."

"Covered what up?" she asked, curiosity getting the better of her.

"Do you know why I joined the Alliance?" he asked simply, knowing that it was easy to find the 'cleaned' version on the extranet.

"They say you joined to escape the gangs and poverty on Earth. I looked you up when you said you wanted to get to know me and that you knew about feeling alone, thought I could figure out why." Jack said, the last part a little more defensively than she intended.

"I don't mind you looking me up, in fact I'd be surprised if you didn't but that's not quite the whole story." Shepard's features hardened just a little at that last word. "Wouldn't want the Galaxy knowing the humanity's first SPECTRE was a petty criminal now would we?"

"No shit? You have a rap?" Jack was visibly shocked.

"Nothing near as impressive as yours that's for sure and besides it's all sealed now, but I didn't exactly 'join' the Alliance" Shepard admitted, his features growing a little darker, a little harder.

"What do you mean you didn't exactly 'join'?" Jack asked insistently.

"Well, I was running with a gang at the time, the Tenth Street Reds. They were sort of my family, since my dad was god knows where and my mother had OD'ed when I was around the age of seven. Didn't really know who I was at the time, and I got busted boosting a rather expensive aircar." Shepard shivered a bit remembering the particular hell of his own childhood.

"What fuck does this have to do with you joining the Alliance?" Jack was getting a little impatient, but her curiosity was fully engaged.

"I was about to get to that part. As I said, I got busted boosting that aircar, and when they hauled me in front of the judge, he gave me a choice, either join the Alliance," Shepard took a deep breath, "or go to prison. No much of a choice now was it."

"Guess not" was all Jack said.

"So I joined the Marines, decided I wanted to travel the stars and fight on far off planets, just get the hell away from home. I was brash, borderline insubordinate, and landed myself in the brig on a couple of occasions. I didn't really care about the other people in my squad as long as we won. I entered the N program, special forces, wanting to be the 'baddest of the bad' and all that shit. Probably would've been turned down except for my knack for tech and long range shooting. That and the fact that a decade on the streets had made me tougher to break than a lot of the N's out there." Shepard smiled, remembering the utter insanity that was boot camp and how good it felt when he'd made it into the N program.

"So what the fuck happened to you?" Jack asked.

"What do you mean?" Shepard was confused by the question.

"You were this badass marine who didn't give a shit. What made you change?"

"Akuze" came the simple reply, surprising Jack with how much sadness, anger, guilt, pain, and resolve could be put on a single word.

"I read about that, what happened?" Jack asked cautiously, knowing how much some things could haunt a person.

"I volunteered for a mission to the colony after all contact was lost. We thought it might have been another Batarian attack after the Blitz so they sent in a whole platoon, 50 of us. Most were Ns, even had half a dozen N7s, I was an N5 at the time. When we landed we saw nothing but devastation, the buildings were ruins, melted by acid with bodies everywhere, many half eaten by something huge. We couldn't find any sign of the attackers so we set up a search around the colony. Ten teams of five, going in all different directions."

Shepard took a deep breath and continued.

"My squad headed east, towards a rocky outcrop. We didn't find anything all day, neither did anyone else so we camped out where we left off. It happened during my watch, somewhere around 00:30 hours, I was checking out the rocks a few meters east of where we'd set up camp in a sandy clearing. It just sort of exploded up from underneath all of them."

"You mean the Thesher?" Jack asked hesitantly.

"Yea, the Thresher." Shepard replied, his voice wavering slightly. "It just sort of rose up and swallowed them tents and all. Then it turned towards me and spat it's thick acid at me. Ate right through the shoulder of my hardsuit as I dove behind the rocks. Then as suddenly as it appeared it disappeared, right back underground. Burrowed to the north and came up again, but I was still hiding behind the rocks, trying to contact the other teams. After it circled around further to the north around the rocks I realized that I was relatively safe as long as I stayed where I was."

"What about the other teams?" Jack already knew their fates, but couldn't keep from asking.

"I was able to responses from a couple of them. Seems we'd ended up in a nest and the fuckers were everywhere. I let them know about staying to the rocks, only got an acknowledgment from a few of them. I tried to keep in contact with them and arrange a plan to get to the shuttle, but after the first few were on board the shuttle was hit. Everyone inside was killed, the only ones left on the planet were me and Corporal Toombs, and I lost contact with him minutes later. I decided to run for it, get to highest rocks and wait for another chance at rescue." Shepard absentmindedly rubbed his left shoulder where the large scars used to be.

"So you just left him there? What about that whole 'no one gets left behind' shit from the Collector base?"

"I wasn't the person I am now back then. I was still looking out for myself and was running from three Thresher Maws. I didn't have time to go looking for them, I didn't just leave Toombs, I left them all, all 49, left to die so that I could get away." Shepard almost felt sick thinking about what he had done.

"That's why I'm the 'saint' as you put it, because I don't want to add to the death and despair of this galaxy. I kept calling out over the radio until I was finally picked up by a Turian patrol a couple of days later, dehydrated and hallucinating from exhaustion. That's why I 'play nice' with the aliens, they saved my life. Took me back to the Alliance and told them what happened."

"So you just changed overnight?" Jack challenged, "Set out to be the Savior of the Galaxy and shit?"

"Hell no," Shepard laughed again, "My insubordinate behavior got worse right after that. I nearly tried to kill a couple of the Turians for not letting me just die with the rest of my Platoon and almost got myself discharged. That was when Anderson directed me to VAO, who had some counselors shit, worked too. About a year later I enlisted in OCS and went back to get my N7 certification. It was in that year that I made the decision to honor my fellow marines by saving lives and bringing people together."

Jack, who had almost forgot what had started the conversation a couple hours earlier, again asked "So after all that, why me?"

"I guess you're just too exciting to pass up. That and I'm just crazy enough to try to help you find some peace." Shepard admitted. "Really though, I care about you and just want you to know that I'm here for you whenever you need me."

"Yea, well fuck off with the shrink shit" Jack said, not really meaning it. "I don't want any more questions about my past right now."

"Take as much time as you need" was all he said, reaching over and pulling her into his chest. "I'm not going away anytime soon."