A/N: Allo! This is a little backstory to Miriam Shepard, my main Shepard who is featured in Check and Mate and That Which Matters Most. I wanted to give some insight into her, give her a bit of a voice, since the fic doesn't actually focus on her. So I came up with this. I leaves a lot more questions than it answers, but I'm hoping to address them as TWMM progresses. I hope you enjoy!

Miriam

The music of Afterlife pounded in her ears. It was doing a remarkable job of washing Shepard's pesky emotions away. The bourdon was doing the rest of the job.

They'd arrived on Omega a few hours before. Shepard didn't really know what else to do. They'd found Miranda's sister on Illium, which was great. Miranda had then revealed Liara's location to the commander, against orders. Shepard had rejoiced, for two reasons. One, because that meant Miranda's loyalties were turning, that she was using her own judgment in regards to an order from the Illusive Man; two, it meant she could see Liara again. They hadn't been together long, maybe a few months, before the Collectors had taken Shepard out. Liara had probably moved on. But Shepard couldn't get the asari out of her head. She had to see her, had to know if she still had a chance.

She didn't. Liara had been… lukewarm at best. No hugs, no kisses. And, oddly, no shock. It was if she knew Shepard was alive. Perhaps because she was an information broker now? She knew Shepard was alive and was pissed Shepard never contacted her? And how the hell did that happen, anyway? Her shy, sweet archeologist was an information broker now? It made absolutely zero sense.

But Shepard couldn't get anything out of Liara. The asari had been cordial, but made it clear how busy she was, and gave Shepard the brush-off when the human tried digging for more. She couldn't get the image of the woman naked and pleading in bed out of her head. She couldn't get the whispered pledge of love out of her ears. And she couldn't get her own feelings of love and lust out of her heart.

So she'd brought the crew to Omega, where she could do anything – and anyone – she liked, so long as it didn't interfere with Aria. She didn't think getting drunk and flirting with some asari dancers would really get the Queen of Omega's attention.

So far she hadn't done any of the flirting part. She'd drunk, though. A lot. She was well on her way to not remembering the rest of the night. But she wasn't there yet. She was merely at Stupid-Happy-Drunk right now, and it felt wonderful.

Suddenly, a blue-skinned beauty appeared before the commander, a flirtatious smile gracing her lips. She was pretty, though nameless, the vast quantity of smooth blue skin catching the eye far more than her face. Shepard raised a brow as the woman began to dance to the bruising music, looking around the dancer to see Jacob and Jack off at a table, thumbs raised at her. Rolling her eyes, Shepard settled back, allowing the asari dancer room for the lap dance.

She wouldn't say no to a little friendly gesture from her crew. She certainly could use a little distraction.

Another drink was delivered – she'd informed the waitress to keep her glass full – and Shepard scooped it up, sipping the amber, smoky liquid, not being able to bring herself to downing it and bypassing its flavor and its burn. The country kid in her just couldn't do it.

Her other hand alighted on the hip of the dancer, now straddling her lap and gyrating to the music. Shepard studied her face for a moment, a sloppy grin on her lips. The asari was young. Younger than Liara, certainly. Probably put her under a century. She probably only left home a handful of years ago. Had she even had sex before?

The way she moved her hips against Shepard's made it clear that even if she hadn't, she certainly understood the fucking concept.

Shepard's eyes fell, taking in the nearly-completely exposed breasts, bare stomach, two perfect hip bones just barely hinted at. Shepard always thought the uniform here for the dancers was ridiculous, but now she was close-up, she couldn't deny that it was enticing. It showed everything important but left you begging to be able to rip the fucking thing off. Putting down her bourbon, Shepard let her other hand join the first, taking gentle hold of the asari's hips and rocking her forward.

The asari seemed to purr, rolling forward and humming low into Shepard's ear. Shepard grinned, firming her grip on those hips, guiding them into a rhythm, grinding the woman's crotch against her knee.

So it looked like she just might get lucky tonight.

Wait, did those fuckers pay this girl for sex?

The young asari's gasp in her ear, the hot blast of breath against her neck before hot, wet lips descended there, stole her very last impulse of being a gentleman. "Do you have somewhere we can go?" the girl asked, whimpering when Shepard's fingers dug into her hips.

She's an adult. Who the fuck cares if she was paid? I'll make sure she enjoys it.

Just as Shepard was getting ready to find her feet – starting to drain the rest of her drink and take the asari by the hand and pull her off toward the Normandy – the dancer disappeared from her lap.

"What the…?"

Kelly of all people stood in front of her now, a hand on the asari's shoulder, speaking into her ear (hearing organ? Whatever). The asari nodded, smiled politely – apologetically – and disappeared into the crowd.

"What the fuck?!" Shepard shouted, but Kelly merely shook her head, pointing to her ear, then to the ceiling, before heading for the door. Three steps in, she turned, beckoning to Shepard with one finger and a smile that could only be described as coy. Is she… flirting? Weird…

Shepard stumbled as she got up. Fuck, I really am pretty toasted.

Kelly was there immediately, sliding under Shepard's arm and molding her body to the commander's. The contact made Shepard heat, her face flush. She'd always thought the spritely little redhead was attractive. Maybe Kelly felt the same? Maybe that's why she shooed away the asari?

The yeoman's arm slid around her waist, and they were moving. Shepard's arm settled around Kelly's shoulders, and she pulled the smaller woman in, almost possessively. She just felt so good. And Kelly certainly didn't seem to mind. The hand not wrapped around Shepard's waist was tracing nameless patters on the commander's lower belly, and it was tying her stomach in knots.

If Kelly wanted Shepard to fuck her instead of that dancer, then the commander was all too happy to oblige. In fact, if Kelly was jealous of the asari, then that only made it more fun.

"Where we goin'?" Shepard slurred, stumbling against her yeoman once more.

Kelly merely giggled. They were out of the club now, which meant they could be heard. Shepard furrowed her brows as they headed in an unfamiliar direction, but her head was foggy and she didn't have the presence of mind to complain because Kelly's hand was still resting on her lower abdomen, now making designs over the line of her commander's pubic hair and driving most rational thought right out of Shepard's brain.

Suddenly, she was pulled into an alleyway. She could hear other people doing things together, things Shepard would never want to do in an alleyway. Did Kelly want to fuck in public? Right here, a meter away from the traffic of the main street? Fingers threaded into her hair, and her face was pulled down, and then a hot, wet little tongue was pushing into her mouth and Shepard couldn't concentrate on anything else. So she closed her eyes, wrapped her arms around the warm body pressed into hers, and surrendered to her lust.

Kelly was hot and small and full of energy. But the way she moved against Shepard was… divine. Like liquid silk, her body molded against Shepard's. Her fingers dug into Shepard's scalp, her hips pressed in just under Shepard's, and the moan that escaped into her mouth nearly made Shepard's brain short-circuit.

Then the warmth and the liquid and the hard little body was gone. A hot, dry hand held hers, pulling her away from the wall she'd been pressed up against, wrapping around her waist once more to steady her. They headed off in an unknown direction, Shepard not caring where. That brief stop communicated all the commander of the Normandy needed to know, and she trusted her yeoman to get there somewhere they could do the deed. That's what yeomen were for, right?

Kelly

The music of Afterlife pounded in her ears. It was enough to make Kelly want to lose herself. To the music, to the dance, to a nameless stranger… She'd always been a sucker for the mystery of a sexy, nameless stranger on the dance floor.

Tonight, however, she had work to do. She was dancing, yes, but she was also keeping an eye on Commander Shepard. They had been to Illium earlier that day, and while Kelly did not know every nitty-gritty detail, she knew enough about Miriam Shepard to know her mood when she came back aboard the ship. She had called Miranda to her cabin, and when Miranda had left, looking utterly baffled and a little hurt, Kelly had been suspicious. Looking into the locations available to Shepard in Nos Astra during the short amount of time she'd been off the ship, it was easy to deduce that the commander had visited with Liara T'Soni, Information Broker.

Clearly, the reunion had not gone well.

Now, they were on Omega, and Shepard was drinking glass after glass of bourbon, casually watching the various dancers. Kelly was no idiot. She had done extensive research on Commander Miriam Shepard. In fact, probably the only person who had done more was Miranda Lawson. But Miranda was no good with people interpersonally, and despite knowing everything about Shepard, she didn't truly know Shepard just by studying her. But Kelly did. Kelly could infer things by studying a psych report – paired with just a little bit of observation – that were not actually mentioned there.

Kelly knew the reason Shepard had taken the Skyllian Blitz on Elysium so personally was because she was the sole survivor of the Batarian pirate raid on Mindoir. She knew the reason Shepard hated Cerberus so much was because of the friends she'd lost on Akuze. And she knew the reason Shepard was in such a sullen mood now was that she was in love with Liara T'Soni. Miranda thought it was just a fling, that Shepard could not possibly have fallen in love so quickly.

But Kelly knew. She knew that Shepard caught feelings rather quickly, despite her best efforts not to, simply based on her romantic history of serial monogamy. In addition, Kelly personally knew the power of an asari Joining, having had her fair share of flings with members of multiple species in her 30 years in this galaxy. Add to that an innocent archeologist who was whip-smart and had her own case of hero-worship, and you had an explosive combination that Kelly herself would have easily fallen for.

So why had Doctor T'Soni turned Shepard away?

Kelly had tried to do some digging, but nobody had been in that room with the human and the asari, and while she was sure the room had been tapped – all of Illium was electronically monitored by someone – she was unable to find any hint of availability of their encounter.

So she had called the Illusive Man.

And now she was Shepard's watchdog. Her boss had stressed that above all else, Shepard must remain focused on the mission. It was why he had kept Dr. T'Soni's location from the commander, and it was why it was imperative for Kelly to do anything it took to get Shepard's head on straight. She did not like the directive – she knew what he was insinuating – but she also knew the reputation of the organization she had signed on with. She must succeed in her duties.

Kelly could not deny that, deep down, it was what she wanted anyway. Commander Miriam Shepard fascinated her. She was beautiful, physically attractive, but also with an air of innocence that drew the yeoman right in. How did someone who had been through so much still retain a relatively healthy outlook on life? She had lost everything, yet was so willing and eager to love. How did she not turn into someone more like Jack?

Kelly had to know. She had to get in that beautiful, confusing brain of Shepard's and see what made her her. And who knew. Maybe she really could take away some of the commander's pain?

So when she saw the asari dancer begin a solo dance for Shepard, she began to move. She couldn't let the dancer have the commander. Shepard did not need the nameless encounter, not with an asari, not hurting as she was. Kelly had an order, but she also had the desire, and she would stand in for this nameless stranger. It was better this way. She would be on the ship throughout the mission to take on the Collectors. She could continue to comfort Shepard, take her pain away, and keep her focused on what she had to do. And perhaps, while she did that, she could gain some insight into how Shepard could be the kind of person she was.

A small voice, barely a whisper, sounded in the back of her mind as she slowly led the commander back to the ship.

If she catches feelings so quickly, what if she catches them for you?

She couldn't help but answer the voice with her own quiet response. Would that really be so terrible, to be loved by such a powerful, caring person?

But it would be based upon a lie.

Shepard's kisses tasted so good, and even though she was drunk, the gentle caresses and care in her touch made Kelly's mind up for her. Then so be it. It's not really a lie. It's not like I don't want it. I think I could love Commander Shepard back.