Ok.. it's a bit choppy and angsty... I tried to re-write it a couple of times but the whole fic seems to have a mind of it's own. That or my muses just like to laugh at me... So I guess I'm more or less telling you that it sucks?

I don't own anything but the plot of this.

It wasn't fair and hadn't been fair years ago when everything had happened and the team had been split up yet again. Berto had gone back to being a faceless scientist and Kat had gone back to being an agent (this time for Interpol) though every once in a while she'd drop by and joke about something; but not the good old days, the good old days were still painful to think about.

He's just started to work on Fidos again then lost interest, like the things he'd spent hours on weren't that important. The other scientists respected him and would move on to what project that he had decided on. Though it had been really fun to attempt and build shape shifting armor for a while. He still would smile at the thought of poor Nick in the middle of the experiments.

He'd come to the grave to sit and think when she surprised him, he'd almost not noticed her or forgotten who she was. It must have been the hair and look on her face, the first time she didn't look confident. In fact he could have sworn that she looked almost scared when she said his name.

Rachel Leeds was not a woman to look that way easily.

It took them another three months to start to talk, even though they'd both been stationed in the same base of operations for weeks. In fact, the only reason they started was because she asked for his help with a mission. An honor to someone who knew how picky the woman could be about stuff.

Of course, another year rolled around and they finally could talk about stuff. About the one person who had brought the two of them together in the first place. He asked her if she's ever loved Max and got a confused frown and a not very honest "I think I did." And he'd been slightly mad about it, about the fact that his friend was dead and the woman that his friend had loved was standing there denying everything. Stuff had been broken that night.

And that night they'd made love.

And Berto couldn't say why or how, just that they had done so. He may have enjoyed it more if he could have been sure about who she was seeing, or who he himself was doing it for. Of course, he was a scientist, and they had to keep doing something until they could figure out the cause. She was the one to end it, the one to step back and look things over.

As the years went past they grew closer and farther, but he could now see her without the light of the past shadowing her. It was after she'd gone away with her first husband and divorced the jerk in the same year (who the hell had a afire with a stripper on their honeymoon?) and he started to realize that he could see her for what she was and not what another man had wanted her to be. He could see it all, faults and flaws a bit larger then what made others see her as perfect. And sometimes Berto would wonder if this was the way he was falling in love.

So he kept away, watched her go though missions and the world, watched as she got almost engaged then broke it off so she could come help Berto when his lungs inhaled the new toxin that someone had found, watched as she somehow managed to break her leg twice (on the same spot, who would have thought?) He would try to tell her how he felt, sent her flowers on her birthday along with a note (Hey, hope this year's going to be great! Your friend-" Would sometimes ask if she felt like coffee and cake but she never seemed to get the hint. And he began to wonder; maybe I'm doing this wrong?