Author's Note: This is my first of many (I hope) Outlaw Star fanfictions. About the story: this has to do primarily with Gene and Hilda. It's not really romantic, I mean there are some parts that you can imagine as being romantic between them but it's mostly about Gene thinking about Hilda after she dies because they were just getting to know each other. Plus, in the Outlaw Star series, Gene sometimes thinks of Hilda at moments where he is in trouble so I take it as Hilda was important to Gene in someway, especially since he names the ship the Outlaw Star, thought to be after Hilda. For all of you Gene and Melfina fans, don't worry I'm also a Gene and Melfina fan but I take this fanfic as Gene just thinking about Hilda because there is something intriguing about her to him. End of ramble.

Don't forget to review :D It would make my day. Without further ado, Enjoy!

No Turning Back

It was so quiet you could hear a pin drop. Hilda. Suddenly Gilliam's computerized voice filled the XGP, "We have just exited Farfallus' gravity well."

The crew of the XGP15A-II sat stunned. They had narrowly escaped burning up in the hot star.

Gene Starwind's red bangs covered his eyes. Without Hilda. We exited the star's gravity well with the XGP, but without Hilda. It was her idea in the first place to get this ship and now she's… gone. His fists clenched as his mind blanked from the present time and went back to a prior memory he had with the dark haired outlaw.

-- -- -- -- -- --

"Huh? I still don't get it. What treasure and why the hell do we need that girl? Who are you really Hilda? How about you answer some of my questions!" a shirtless Gene demanded from his lounging position on the bed in the dingy hotel. He held his head in his hands with his elbows propped up as he stared across the room at the beautiful, but feisty, woman sitting on the couch.

Hilda, better known as "Hot Ice" Hilda, was studying her mechanical arm, no doubt making sure that it was functioning correctly. Hilda was wearing a cropped purple tank top with matching shorts. She was an exceptionally beautiful woman that could have had a nice quiet life with a man if she wanted to. However, she opted for a life of adventure and drama with the occasional life-threatening situations thrown in there. Who was she kidding? Wherever she was, there were always life-threatening situations.

Throwing her head back, her jet black hair flew away from her eyes as she laughed openly about the recent predicament she had gotten herself into. Here she was with an immature kid who would not stop asking questions. He really had no idea about space, outlaws, or pirates but despite all of that, he had landed himself in the middle of the greatest space treasure hunt mystery known. But how could she possibly explain all of that to the kid, especially since she expected rude company to come barging into their room in less than 10 minutes?

The handsome red head looked up when the woman laughed. Great, she's finally lost it, and of all times, before she even attempted to answer any of my questions. Oh well, maybe now she'll be more willing to get cozy with me in the bed.

"You know Hilda, it's a shame if we stay in this hotel without enjoying everything it has to offer. And by everything it has to offer, I mean making full use of the bed." He winked suggestively towards the woman and patted an area on the bed next to where he was sitting.

"Come off of it, you idiot! We got this room separate from Jim and Melfina's room because you said you wanted to know everything. As it is, I'm not interested in a cherry," Hilda harshly barked back as she stood up and stretched out her limbs before walking over to the bed.

Gene's eyes were as wide as saucers when he heard to her refer to him as a 'cherry.' Indignantly, he turned his head away from her as he said under his breath, "Bitch doesn't know what she's missing."

Hilda sat at the edge of the bed as she stared off into space. How'd I get stuck with this kid anyway? When she had tried to dispose of him, his fancy gadget saved his life. Now, they were being chased by the Space Pirates and she had no choice but to bring him along. Plus, there was something exceptional about the kid. Especially in his eyes.

Hilda stared at the boy in front of her. Although he was about 20 years old, to her, he was but a boy when it came to understanding the space world. She thought back to the previous day when they had first met and escaped the Kei Pirates. He had fainted when they had taken off into space. Afterwards, he claimed he wanted to know about everything Hilda was involved in. Gene had asked her about pirates, outlaws, and the space forces. If he could barely survive a takeoff into space, how was he possibly going to survive the life out in space, what with the constant battles, mysteries, and setbacks. He has plenty to learn about space.

"Earth to Hilda! Why are you staring at me like that? Listen babe, I already told you I was willing to keep you warm in bed. How about you and me hop underneath the covers?" Gene waved his hand in front of Hilda's face as he sat closely behind her. He put his hand on the woman's shoulder.

Suddenly Hilda fell backwards on Gene. Gene lay there on his back with Hilda's head resting on his chest. She was lying very still and looking up at the ceiling.

Astonished, Gene eyes widened. "Uh, Hil…"

"Gene Starwind. You have a lot to learn. About everything," she cut in.

Angrily, he attempted to sit up, but Hilda's head still rested comfortably on his chest and he found himself lying back down. He turned his head to the side as he gritted his teeth. It's the truth. I do have a lot to learn.

Hilda continued on calmly as if nothing had happened. "Gene, space isn't like the stories you've heard. It's a magical and dangerous place all at the same time. You can't just expect to carry around that caster gun of yours and expect that you'll win every fight. And you sure as hell can't depend on anyone but yourself."

Gene rapidly turned his face to stare at the top of Hilda's head resting on his chest. Furiously he spat out, "Hey if you're saying that you think Jim isn't a good partner, you're clearly wrong. He's the one that fixed that arm of yours and Jim's the best computer wiz around." He wouldn't just sit there and listen to anyone talk about his friends like that.

"That's not what I meant."

Her words shocked him. But what surprised him more was the softness in her voice. It wasn't like her usual harsh voice. He relaxed his muscles and stared up at the ceiling as she was doing.

"Gene I mean when it comes down to it all. You need to know your own strength. You can't run away. When you are staring death in the face, you'll know what I mean. Friends will always be there. But it's you that has to make it out of there if you want to live your life. You have to have the will to survive and you need to know that it was your will that saved you. Maybe your friends will be the ones to physically save you, but mentally and emotionally, it's all you. Once in space, there's no turning back from the prospect of having to face your worst nightmares." Hilda's voice died away as she and Gene lay there comfortably, each in their own world.

Hilda's words reverberated through Gene's head. Once in space, there's no turning back from the prospect of having to face your worst nightmares. Being in space is one of my worst nightmares, Gene thought in spite of himself. But it hadn't always been like that. When he was younger, he couldn't wait to go out into space with his father. That was until that faithful day when they were attacked by a space ship. His father had thrown him into the emergency carrier and ejected him into space.

Gene closed his eyes.

He had to watch the ship along with his father, blow up into pieces right in front of his eyes. He had not been able to do anything about it. Ever since then, he felt sick with just the thought of space.

"But space also infinite possibilities. Gene, you can do anything. You can grasp anything you desire as long as you believe in yourself enough to go after it and never give up." Hilda smiled as she raised her right hand upward, towards the ceiling. Her hand made the shape of a gun. "Just remember one thing. As badly as you want something, there will always be someone out there who doesn't want you to have it, just as badly. Nothing comes easily. You have to fight for it." Her finger twitched as if she was firing the imaginary gun.

Gene's right hand slowly raised to Hilda's as he gently put his hand on top of hers. He then brought both of their hands down. Hilda's arm now stretched across Gene's chest and lay by his side as he put his hand over hers, covering it.

She actually smiled.

"Hilda, do you think I could become an outlaw, too?" His voice had the sound of a man's but was filled with the curiousness of a child's.

"That's for you to decide. Remember what I told you. It's all up to you."

Gene was thoughtful for a minute. Then grinning he spoke in his usual cocky voice, "You know Hilda, I think this is the first time I've had a woman in my bed and we didn't do anything."

Hilda laughed her old harsh laugh and liking the sound of it, Gene began to laugh as well. Lying there together, the seriousness that was in the room a minute ago vanished.

Gene softly gave the woman's hand a squeeze.

Suddenly sounds from the hallway had both Hilda and Gene sitting up on the bed, the warmth gone.

"Looks like it's back to a life of an outlaw. Just tell me one thing Gene Starwind. Are you ready?" Hilda quirked her eyebrow at Gene.

Gene nodded his head and smirked, "I'm ready, Hilda."

-- -- -- -- -- --

Gilliam's voice telling Gene to pick a course for the ship brought him out of his thoughts.

Hilda had told him that his destiny lay only in his hands. So her destiny was only in hers. Gene now knew there was nothing he could have done to save her. Hilda had done what she had to and she depended on herself until the very end. She knew what she was doing.

Now entrusted with the safety of the ship as well as the mysterious girl, Melfina, Gene made the first decision of many he would make by himself.

"I've decided to name the ship. I'm calling it the Outlaw Star."

Gene's thoughts went back to Hilda and how she had felt resting on his bare chest as she told him the truth about space. A truth that he would have never known if it wasn't for her and was glad it had been Hilda who had told him.

"Once in space, there's no turning back."

I'm gonna do it, Hilda. I'll be an outlaw, too. I won't run away… And I won't turn back.

Note: So what do you think? This is how I imagined Gene and Hilda talking together in the hotel room. It's as if Hilda knew what she was doing the entire time and she truly trusts Gene with Melfina and the XGP.

Let me know what you think about it! No flames. Thanks!