The first time he told her he loved her, she was asleep.

Alex needed to be at the DEO early the next morning, and had already turned in for the night. They were laying in his bed together, Alex was on her side facing the door, while Max sat up with his back against the headboard, doing some reading on his tablet.

But try as he might, the device just couldn't seem to hold his focus. His eyes instead kept drifting back over to the beautiful young woman sleeping beside him. The corners of his mouth turned up into a small content smile as he watched her.

And that's when a thought that catches him off guard crosses his mind.

He loves her.

The realization comes as a bit of a shock, but at the same time, it really shouldn't. Deep down, he's known for awhile, but actually admitting it to himself is a whole different thing. The feelings were there, but this was the first time his brain had ever accepted the notion to be true.

The tech billionaire let out a labored breath and rubbed tiredly at his face. He tries to talk himself out of it, convince himself that he isn't in love with her, but he know it's pointless. He's a pretty good liar, but even he can't fool himself into believing that. He loves her and there's nothing he can do about it.

So, now what? Does he tell her? He probably should, shouldn't he?

But despite all his usual confidence, arrogance, and bravado, the thought of telling her those three little words absolutely terrified him. He had survived an avalanche on Everest, being kidnapped by a radioactive madman bent on revenge, aliens attacking his lab, and even almost having his brain blown to bits because of Myriad, yet this was somehow more scary then all of those things.

He had spent so long keeping everyone at arms length, never trusting anyone or letting them get close to him. It was easy. It was safe. It was lonely.

Say he tells her, what if she doesn't feel the same way? What if it ruins everything? What if he loses her?

Max groans inwardly as the thoughts flood his brain, wishing desperately that they would cease. He's a man of logic, he shouldn't be letting emotions and insecurities get the better of him. He runs his hands through his hair and takes a deep breath in, trying to calm the internal debate going on in his mind.

Sleep. He needs to sleep, he decides. He'll have a clearer head in the morning.

Knowing there was no point in even trying to reattempt reading, he placed the tablet back down on the end table beside the bed. He then situated himself onto his side and moved closer to Alex, carefully draping his arm over her as to not wake her.

She made a faint noise and nestled herself against him, which grants him a brief moment of solace.

It scares him how much she affects him.

Max lays their in the still of the night, the low hum of the fan providing a white noise in an otherwise quiet room. He can't help notice a cut running along Alex's shoulder, another injury from the job, that's slowly starting to scar. No matter what bumps and bruises she comes back with, she never lets it stop her, never lets the fear of getting hurt get in the way.

And that's when it happens.

He's not sure what comes over him, but the words slip from his lips.

"I love you, Alex."

He murmurs them so quietly, barely even a whisper. But there's such a sincerity in his words that it sounds foreign even to his own ears.

He squeezes his eyes shut a moment and mentally scolds himself for his hasty action. But in spite that, it somehow also brings him a small sense of relief to get it off his chest. Sure, she's asleep and didn't hear a word of it, but nevertheless, he's said it out loud, and that's a start. Maybe he'd eventually get up the nerve to really tell her, but for now, this will have to do.

He lets out a small, tired sigh as he's suddenly hit with a wave of exhaustion, and rests his head down onto his pillow.

Just as his eyes began to close, he hears it...

"I love you too, Max."

Alex replies softly, beside him.

His breath catches in his throat and he immediately freezes up.

A part of him thinks that maybe he just imagined it, or that he's already fallen asleep and this is all just a dream. But then he feels her gently squeeze his hand, as if to confirm it and reassure him. It's then that all his tension suddenly falls away with that one little gesture and he's able to breath again.

A relieved smile makes it's way across his face and he pulls her a little closer to him.

"Watch the scar." She mumbles sleepily. "It's still sore."

Max chuckles. "Sorry." He apologizes, before lightly pressing a kiss to it.

"Night, Max."

"Sweet dreams, Alex."