Disclaimer: I don't own Dark Angel (but that was obvious) this fanfiction is merely a fantasy of how I would have done things, if I did.

Author's Note: Well I'm a little nevous about posting this fic as it's the first Dark Angel fic I've ever written, but I'm game if you are. Anyways, This is a rewrite of season two without the stupid virus and with pretty much all the same characters. The story line may seem similar but will be distinctly different so I hope that ya'll stick with me. Pairings will not be announced because frankly, I think that takes the suspence out of the story. I will warn ya to expect the unexpected though. Well if you're still here and are willing to give it a try, read on.

Chapter 1:Forgeting those eyes

"State your designation," Renfro said standing in her office, facing Max.

"X5-452," Max shouted standing at attention. 452 was her designation after all, but her name was Max, and Renfro never asked for her name. After 3 months of the Madam X's "reconditioning" Max had begun to answer questions like Renro wanted, and convice herself that what she was doing was right.

"And what is your name?" Renfro asked. She was obviously begining to figure out Max's game.

"I have no name, only a designation, ma'am," Max shouted, but inside she reminded herself, But you do have a name, and it's Max!

The evil Madam X stared deep into Max's eyes. "You don't fool me," she said, "I know that you're only playing along. But do whatever pleases you. I brought you in here to say good-bye to X5-599. He's being moved to a new facility today." Renfro pushed a button, and the wall opened up revealing Zack to be lying there.

Max was unfazed. For the past year, Renfro had been bringing her in here to look at her brother. As cold and unfeeling as it seemed, Max just didn't care anymore. She had convinced herself months agothat it wasn't her brother hooked up to those machines. The body in there was an empty shell.

"You should salute him for what he's done," Renfro prompted.

"Yes ma'am!" Max saluted the empty body without a second thought.

As Max returned to attention, Renfro continued, "You're poison you know..."

Max resisted the urge to roll her eyes. This seemed to be Renfro's favorite game. The funny thing was that on the outside, Max had come so close to believing that very statment, but being back at Manticore and hearing Renfro say those words, made them seem stupid. Being at Manticore made them unbelievable.

Max was snapped out of a slight daze by Renfro throwing that stupid Eyes Only picture in her face. "I wish you could tell me who he is," Renfro said. But Max couldn't.

Just before Max was hauled down to Psy-ops for the first, of many trips, she had taken a page out of her brothers book. She made herself forget. She stood before Renfro now completley clueless as to who Eyes Only was. All Max knew was that she needed to protect whomever it was. For some reason she thought it was a girl, but even that was unclear.

"Hey Logan ya here?" a female voice called into his apartment.

Logan jumped. This whole scene just reminded him of Max. But Max is dead, he reminded himself. You watched her die. It's been a year, you need to move on.

"Hey Asha, I'm back here," Logan greeted her. The short haired blond walked around the wall blocking off Logan's work area.

"Busy at work I see."

"Always," Logan smiled. Asha walked over to where he sat working.

"Who's that?" she asked pointing to a picture of a girl Logan had brought up on the computer. The girl had wavy brown hair and was dressed in all black. If Asha was to take a guess, she would have assumed this girl was someone Eyes Only was trying to bring down.

Logan glanced over to where Asha was pointing and suddenly looked embarassed. "Her name's Max Guivera."

"So what, is she some mob boss that Eyes Only wants you to bring down?"

Logan laughed. "No, nothing like that."

"Well, she looks like a bad ass to me."

"And she was. But trust me, she was a good guy if there ever was one."

"Was a good guy?"

Logan felt some tears well up in his eyes, but he blinked, coughed, and answered Asha's question. "She's dead now."

"Oh, I'm sorry. When did she die? Were you close?"

Logan kind of laughed. "Yeah, we were close. We worked together for over a year doing Eyes Only stuff. We danced around our feelings for each other for almost the whole time. Shortly after we let it out, she died. That was almost a year ago."

"What did she die of?"

"Gun shot wound to the chest. She died in my arms, but still somehow I can't believe that she's really gone. Maybe it's because Eyes Only runs those hacks for me that I still feel close to her."

"So those bad guy Manticore hacks are for you?" Logan just nodded his head. Asha kind of dazed out, but continued to talk to Logan. " I know how ya feel though, about feeling close to her. My brother died a few years back and I never really could grasp that he died. I know it sounds stupid, but even to this day, I'd almost swear I see him on the streets." As Asha stoped talking Logan noticed that she had tears in her eyes.

Logan walked over to her and put his arm around her shoulders. It was rare to find someone who understood him. Most people would just tell him that he needed to just let go. Asha seemed to understand exactley how hard that really was. When she finsished composing herself, Logan tried to lighten the mood.

"So Eyes Only apparently wants to thank you and the S1W for helping out at the VA center the other day."

"Tsch, it was no problem," Asha said with a flip of her hand. "For as many times as he's helped us, we probably owe him."

"Well I'd like to thank you too." Logan smiled at her, "...and I figure that I do owe you."

"Oh, really?" Asha said with a raised eyebrow.

"Yeah," Logan smiled, "So how about I make you dinner here tommorow night?"

"That sounds good."

"I though you'd say that." Logan got up and put on his coat. "Now if you'd excuse me I'm late for an appointment. When you leave just lock the door. I'll see ya tommorow around seven."

Asha smiled as he walked out the door. "Yeah, See ya."

Max stiffened as 494, Ben's twin, sat down beside her in the good old Manticore cafeteria. She really didn't like this guy for a number of reasons, the main one being that Manticore had assigned him as her breeding partner.

"Hey there 452," he smiled at her. It was a stupid smile really. It was the type of smile that always seemed to be making fun of you.

"My names Max, Alec," she harshly whispered, using the name she had assigned to him the other night.

"Suit yourself Max, but if I were you, I wouldn't go around saying that in crowded areas, you never know when a guard's listening."

"Fine, 494, now what do you want?"

"Only to tell you how much I enjoyed seeing you without your clothes on last night."

Max shot dagers at him with her eyes. "Your delusional, my clothes never left my body last night, because just like every other night you slept on the floor," she crossed her arms over her chest, "You've never seen me without clothes."

"At least not physically," Alec commented looking her up and down.

Max quickly turned so that her full body was facing him. "Consider yourself lucky you're sitting in a crowded cafeteria right now, because if we were alone I would kick your ass!"

Alec laughed obviously not phased by Max's threat. "I doubt it, but we'll see soon enough."

"What do you mean?"

"We get to be sparing partners this afternoon."

"How would you know?"

"What can I say, the CO likes me, he always lets me know who I'm fighting. It should be amusing to trade blows with you."

"Yeah, whatever," Max rolled her eyes.

Alec chuckled, "Save it for the ring baby, I'll be waiting for you there."

"I just hope you like to spend time in the infirmary."