A/N This is an AU fic mostly based post Freak Nation. The first chapter sets the scene so it does kind of pick up during FN.

Disclaimer: I do not own Dark Angel, if I did it would be in its 6th season of an MA pairing!!

It had been two months since the siege at Jam Pony. Since Max had proudly and defiantly declared that the transgenics were gonna make a stand and take their place in society. But not long after she had christened TC their 'Freak Nation', the plan fell through. The government reaction was going to be quick and severe, with no room for any compassion or negotiation. The military had already stationed themselves outside the perimeters of TC and were just waiting for the order, to blow the 'freaks' sky high - zero tolerance.

So with a heavy heart, Max reluctantly agreed with the consensus to go to ground, to escape and evade - once again running away and going into hiding. They had been split up into small groups to avoid exposure – families, mated pairs, siblings, units. They would all remain under the care of their CO's, who in turn were able to keep Max informed on their unit status. Communication between one another was minimal and very basic – simply using untraceable cell phones. Everyone would go into survival mode, waiting for the unique signal to regroup, from either Max or Alec. In the mean time, Dix and Luke, would work on translating the runes on Max's skin and keep her informed on how they fit in with White's crazy cult agenda.

The residents of TC had bid one another farewell and left Seattle under the cover of night, leaving the military to storm in days later, only to find a ghost town. That had been eight weeks ago. So far, CO reports confirmed that everyone had found secure locations, either in towns and cities. All the transhumans had headed north to Canada, with a couple of X5 units, and were now in hiding remote Mountain areas. The X5 units stationed themselves in nearby towns and were able to supply the transhumans with the provisions they needed to survive.

Max and he had left together. Max, with the hope of finding her siblings, and he, well, the rest of his unit had already disbanded into mated pairs and siblings and as their CO he had arranged to keep tabs on them by phone, so he'd figured, he might as well tag along with Max. 'Seeing as how she had no one better to run with' he'd joked. They travelled from city to city, week after week, searching. Sometimes, they would come across their fellow transgenics but never any of the O'9ers. 'Typical', he thought, 'leave it to Maxie's rugrat siblings to show the rest of 'em how to really escape and evade!!'

Alec rolled his eyes and glanced over at Max who was curled up, eyes closed, breathing even, in the passenger seat. He turned back to face the road as he drove on, looking for their next rest stop. Max had had to leave behind her baby, begging OC to hold onto it for her until her return, so Alec had procured a black beauty of a Cadillac. He'd hoped it would somewhat take the place of Max's Ninja, at least temporarily. It seemed to have worked; Max was the primary driver until her need for sleep finally overtook her, like it had earlier today. He would then take over whilst she rested. He cast another glance over at her and a small smile curved his face as he took in how peaceful she looked. Turning back to the road, his thoughts returned to their time on the run.

Leaving Seattle had put Max in a seriously suck-y mood, swinging wildly from depressed and withdrawn to super bitchy. She had told OC, Logan, Sketchy and Normal to leave TC with the rest of the 'hostages' from the Jam Pony siege, when they had faced off with the sector police, so that White wouldn't suspect their loyalty. The next couple of days she'd been able to let them know what was happening from the make shift HQ they'd made at TC. When the decision had been made to escape and evade, both Logan and OC had initially argued they would come with. But Max, in a moment of wisdom, had adamantly refused. She had known that White and his merry men would be going after her primarily, coz of her funky DNA. 'Thank you Daddy Sandeman, feel free not to do me any favours!' She wasn't willing to risk their lives by having them associate with her anymore. OC had understood, oh she made it plenty clear what she thought of the idea but she knew her boo was doing the right thing in the end. Logan was a little more persistent and harder to persuade. It was the virus that sealed her argument in the end, she told him it wasn't going anywhere and she didn't have time to search for a cure. He knew he couldn't argue with that, nor could he expect her to go gallivanting around looking for a cure when she was responsible for guiding hundreds of hers kind to safety. She had said her goodbye's over the phone. 'Maybe if she'd been able to see them and hold them in her arms one last time before she left she'd have been in a better mood?' Alec wondered.

At first, he had tried to cheer her up, joking and teasing, trying to rile her up to take her mind off having to leave the only place she'd ever thought of as home. 'That hadn't been a raging success' he winced, recalling how she would yell at him to shut up and eventually she'd beat up on him. Then he had shut up, not talking to her except for when she asked him anything. 'If I remember right, that didn't work too well either!' he mused. Max simply spent his periods of silence wallowing even further in the depths of her self pity. Things had come to a head when he had broken his vow of 'silence unless spoken to', to ask whether she wanted him to drive seeing as how she hadn't rested since they had left Seattle a week earlier. She'd seemed sluggish and her eyes were red, ringed with dark circles. He didn't think it was due to any crying; Max was too much of a tough nut to cry around him. But he certainly hadn't seen her sleep so he wondered whether the lack thereof was what was causing her bitchiness. Flaring with anger and indignation she had yelled at him that she was fine and quite capable of driving. However, as she'd turned around to storm out to the car, her legs had given out and he'd just caught her before she hit the floor.

'She sure as hell hadn't seen that coming!' Alec thought, with a smirk as he remembered the look on her face as she'd looked up at him from the cradle of his arms. She wore a stunned expression and her eyes seemed to radiate with disbelief, making Alec swallow back any smart ass remark. His eyes softened and he spoke to her with a coaxing voice "Hey Maxie, we don't have to go yet. How bout you let me rest a little while longer huh?" He had hoped she would let him use himself as an excuse to allow herself time to rest without showing her weakness. Instead of an answer, all he'd gotten was a convulsion that vibrated his own body through Max's. 'Shit! Seizures!' He scooped her up and stood up, carrying her over to his motel bed. Max's refusal to sleep had meant that he had taken the bed in the two motels they had stayed in so far.

Laying her down gently, he turned and searched her bags for her stash of Tryptophan. Coming back to her, he sat on the edge of the bed, and lifted her into a sitting position; her body racked against his with the force of her seizures. Alec quickly realised what sort of seizure this was, it sure as hell wasn't any seizure X5's usually suffered, it was a grand mal one. Too late, he now realised that her depressed state and refusal to rest had taken its toll on her now very vulnerable looking body. Alec fed her the pills and lay her back down. He murmured soothing words to her and stroked her hair back off her forehead. Looking into her eyes, he saw her unspoken plea. Offing his shoes, he lay down next to Max's convulsing body and took her into his arms, pulling her into his chest and holding her tight to restrict the force of her spasms. He had held her and spoke comfortingly all night, until long after her seizures had abated, and he succumbed to sleep himself.

Alec, still driving, once again looked across the seat towards the petite hellcat who was now soundly asleep. 'Yup, definitely come a long ways since then!!' he grinned. He could remember the way her body had felt against his, soft and warm, when he slowly woke the morning after that night. He had quickly but gently leaned over and watched her still sleeping form, a relieved smile creeping over his face – she had survived the seizures. Hell, she had actually slept for some six or seven hours!! Taking in her face, he could see it had done her a lot of good, her dark circles had faded and her skin was now glowing healthily… 'So even Maxie needs her beauty sleep!! Hmm, I wonder whether she'll be easier to live with now that's she's rested?' he wondered. He glanced back down at her, only to find large honey brown eyes gazing back at him. "Hey Maxie! Y'know, I think you should reconsider this no sleep policy you've taken up, this look suits you much OOF!" Alec found himself on the floor beside the bed with a furious Max glaring down at him! 'what the? What have I done now?' he thought incredulously.

"Shut up and back off Alec! I don't need to sleep, I don't need your advice and I don't need you!" she yelled as she got up off the bed. Alec stared at her disbelievingly. He felt the anger, that he had kept to himself whilst he'd tried to allow her time to adjust, bubble and rise. He forced it down.

"Max.." he started

"NO! Shut up Alec, I can't believe I had to let you tag along.." she snapped.

Well, that did it. "No, YOU shut the fuck up Max!" Alec yelled. "I am so sick of your goddamn wallowing. Get over it, get over yourself!" Max looked at him, her surprise at his anger evident in her eyes. Alec grabbed his shoes and began putting them on. "You've put up with me?! YOU'RE the one whose been acting like a grade A bitch since we left and all I've been doing is trying to help take your mind off things. FUCK! I saved your life last night! Your killing yourself Max!..Y'know what? Fine! You wanna be left alone so bad? I'm outta here..I don't need this shit!" He snatched his jacket off the chair and shoved his arms into the sleeves angrily. All the while, Max stood unspeaking, frozen by the vehemence of his words. Alec didn't even look back as he seized his holdall and strode out of the door.

Alec grimaced 'Fuck, I was SO mad that day! I thought she'd at least be a little grateful after that night!..but then again, it was Maxie I was thinking bout!'

Alec had left her the car 'think of it as a leaving gift' he thought miserably, as he was walking down the highway twenty minutes later. His anger had left him by now but he didn't regret leaving her, he just hoped she'd be happier now that she was finally rid of him 'no matter what I'd do, I'd always just be a useless screw up to her' he thought bitterly. He was forced from his musings when his ears picked up the approaching sounds of a car engine. He peered over his shoulder and then slowly turned himself around and stood waiting.

Max stood rooted to the floor, watching Alec's retreating form as he stalked away from her, out of the room and out to the highway. It wasn't until she couldn't see him any more that she broke from her reverie and cast a glance about her. Slowly, she sank back to the bed. 'Alec's left. Good. I didn't want him around anyway. He was just a pain in my ass and was bound to screw up sooner or later' she told herself. Shaking her head, she stood again and began to pack her own bags. She purposely refused to let herself dwell on what had just happened.

But moving past the window, she saw he had left her the Cadillac. Looking back at the highway, she admitted to herself that she had reacted badly. She had behaved badly this whole week. 'Why?' she asked herself. 'coz you wanted to hang onto all your experiences in Seattle, you didn't WANT to feel anything for anything, anyplace or anyone else' her inner self pointed out, 'you're afraid to live this new life you've been forced into, coz it hurts to get attached to anything again'. 'Seattle, my life, my friends, was the first time I ever got attached and it hurt like hell to let it go, I cant go through it again. It's best to stay alone' she decided.

She turned to get dressed and her eyes alighted on the unmade bed. Her mind instantly flashed back to the night before and then to Alec's face, his angry and hurt expression burned into her mind, she couldn't help but think about what had happened. She remembered how scared she had been, how vulnerable she had felt in front of Alec in her weakened state 'but he didn't hold it against me, he just held me, he knew what I needed and gave it without me asking' She could remember his own worry reflecting back at her as he held her to him and comforted her, reassuring himself as much as he was reassuring her. She could still smell him on her, his scent clinging to her skin and she remembered how safe he had made her feel. 'I hadn't felt like that since…..since I was a kid……with my own unit'… "oh god!" she whispered as realisation dawned. He was one of her own, the only one she'd really known since her unit escaped from Manticore. He knew, knew who she was - she'd even told him about Ben, something that she'd hidden from OC, Logan and Joshua. 'And he'd understood, just like he understood what I needed last night. I needed him, I need him, and I've just driven him away!!!'

Max gathered her things and ran out of the room.

Alec watched as she climbed out of the car and walked over to stand in front of him, her eyes staring at a spot on his chest and not meeting his own gaze. When she finally she reached him, she didn't do anything at first, just stood there looking pretty miserable. He looked down at her dark hair and her hung head. Then he heard her speak. "I'm sorry Alec." Three words and he was ready to jump back in the car with her, but he figured he'd best wait 'til she asked him to, in case she'd just stopped to apologise to ease her own conscience and was still planning on leaving his sorry ass in the middle of nowhere-ville.

She looked up at him when he didn't say anything and saw the wary look in his eyes. "Please, don't leave, I… I..I want you to stay with me" she stammered, unable to voice that she needed him to stay. He relented, it wasn't perfect as far as apologies go, but it'd do. Besides, he didn't really wanna do the whole lone soldier thing; he wanted to stick around with Max. Since he'd met her and she'd named him, it had slowly dawned on him that he kinda needed to be around her, like as though being part of her life was what helped him define who he was, as Alec – more than the man X5-494 had been. 'Explains why I never left Seattle, why I stuck around all this time' he mentally shrugged. Pulling back to reality, he realised she was still waiting for him to say something. He studied her face carefully and then gave a small nod, watching the relief flood her face. He felt elated but tentative at the same time so he merely hitched his holdall up a little higher and gestured to Max that they both get back into the car.

They had been driving for a while in silence, their feelings still a little raw following the events of the past week. They had been stealing glances at one another to try and see what the other was thinking when Max finally mentally sighed as she realised she had to be the one who made the first move. She began, in a quiet voice, explaining to Alec, everything she'd realised back at the motel since he'd left. The look on Alec's face showed his surprise at her confessions but was replaced by a look of understanding and he'd told her as much.

Alec, seeing an inn they could stop at, pulled into the parking lot and grinned at the memory of that day. He walked into the inn and booked himself and Max in for the night before making his way back to the car. Things between him and Max changed rapidly after that day. The drive to the next town was filled with their amicable bantering, kinda like the kind they had shared the morning after her first confessional conversation with him about Ben. They had left Mopey Max back by the motel and since that day their relationship grew and grew. As Alec opened up Max's side of the car and puller her sleeping form into his arms, carrying her back to their room, he found himself wondering what their relationship was now. He knew they had become something else, but he didn't know if she thought so too. Was he still just her sidekick, or a real friend? Looking down at her, he frowned. 'X5's don't stay asleep in the company of friends though; her instincts should have woken her up. Maybe she thinks I'm her brother?' For some reason, he didn't really like that idea too much! He lay her down onto the bed and helped her out of her clothes and into her night things so that she was dressed in her boxers and a t-shirt. Then he stripped to his own boxers and climbed into bed beside her. His arms automatically encircled her as he felt her turn in towards him, her body instinctively seeking his.