A/n- Well this chapter should be interesting- we get out first good look at the "Phantom" of this tale which, as I'm sure most of you might have guessed or been told, was very loosely based on "Phantom of the Opera". The song from the previous chapter (I forgot to say) Is "Only Hope" by Mandy Moore but the one by Switchfoot is a really nice version too.

Also: I now have a myspace! The link is on my author's page so feel free to go to it and add me- I'd be happy to chat!

Thanks for everyone who reviewed last chapter:

Bella1992, darkaznangel452, Chica De Los Ojos Café, CMT1992, mash-sg1angel, and Lily Witchcraft !!

Disclaimer: I don't own Dark Angel; If I did the show would still be on and have very high ratings.

Crazy Author Insert: "Duck tape is like the force; It has a light side, a dark side, and it holds the world together."

Chapter 3: Ben

Max had gone shopping at all of the up-end stores and came home with several full bags and a generous portion of 20,000 dollars missing. She no long wore her hair long and loose but up in tightly held bun. As she entered her home she looked at the large stage and hundreds of seats with a smile before her memories came over her once more.

She was sitting in one of those same chairs, in the very back, while everyone at the pizza Moody had brought home. She was so lost in her thoughts that she didn't notice a boy her age, Benji, sit next to her and offer her a piece of pizza. She looked at him questioningly.

"How are you supposed to play for the "Mood" if you faint from hunger?"

Max had laughed and took the piece obligingly, taking a small bite to appease him. He didn't leave, though she expected him to. He stayed and ate with her in a companionable silence. She watched him without letting him on to it. He seemed so familiar- like she had known him her entire life. He was friendly with everyone and curious about everything. When Max ate alone, shunned by some of the other children, he ate with her and talked his head off.

She had found him annoying, at first, but gradually came to enjoy his company as time wore on. When times got hard, worse than usual, the kids had to share bunks in order to keep warm. Max and Benji always shared- she had come to love him as a brother, and treated him like one- she even ignored his weird obsession with wearing masks.

He'd watched just one too many episodes of Zorro and always wore a slip of cloth over his eyes so you could never really know what he looked like- Max didn't mind, she'd gotten used to it eventually. Wasn't she too trying to disguise her features and instincts to survive?

When she got older, about 16, winter really hit hard. Moody got sick with pneumonia and almost didn't make it. He recovered but the fear of what would happen if he didn't struck Max and, for the first time in many years, she cried. In her moment of weakness, she failed to hear Benji enter and only realized he was there when he wrapped his arms around her and held her.

And, as her tears began to dry, she suddenly realized that this wasn't Benji anymore. This was Benjamin- all grown up. And, just as they had when they were younger, they shared a bunk. When they woke, they were snickered and sneered at and Max was confused- when had everything changed? When had her family becoming such a monstrosity- what did they have against her?

Of course, as Max came to find out, the implications of two members of the opposite sex sleeping in the same bed were large and in everyone's mind. It hadn't been 3 hours after she'd woken when Moody had taken her aside and given her the Talk- the one every kid dreads having with their parents.

Benji was her best friend. And Max knew that, despite all of the rumors, he considered her his best friend too- nothing more.

Things were perfect until that night- the night she left to find Seth. Her bags were packed

She'd gone into her room to pick up her duffle bag and found him there, sitting on it. She stopped in front of him, her eyes downcast.

He looked up at her, his green eyes staring at her intensely. "Going some where, Max?"

Max swallowed. "I was going to tell you I was leaving-"

He stood abruptly, towering over Max's small frame. "Oh, you were? When, you were already gone and told the Mood Man to tell me?"

Max flinched and cowered slightly- she hadn't realized how tall he'd become and how intimidating he could be. "I just didn't want you to over-react. I'm going to come back, I promise!"

He snorted. "When, exactly? Please, Max, don't play this bullshit game- not with me! You know damn good and well that when you find your brother you are never going to come back- never!"

Max opened her mouth to protest when the truth of his words hit her. She probably wouldn't come back once she found Seth- she'd stay with him and find the others. She swallowed hard and tried to explain. She couldn't speak.

He turned his back to her. "Just go."

She grabbed her bag and walked towards the door, stopping very briefly. "Benji, what you say is true- it's likely that it will be awhile before I come back but I swear to you, I will come back. Come hell or high water, I will return."

His back remained turned and she had all but given up hope when she saw him reach around and slowly untie his mask- something she'd never seen him do.

He remained the way he was, his back turned, so she couldn't see his face. "If what you say is true, then I will wait for you Max. I will wait."

Max suddenly understood what it meant to really, truly, love someone. She turned her back and walked slowly towards the door when his arms wrapped around her waist and pulled her into his lap, sitting down in the chair. She turned her head to face him, to see his emotions but he stopped her. "Not yet, Maxie. You don't get to see my face yet- let that be your surprise for when you come home."

She nodded against his chest and murmured, suddenly crying, through tears "Whatever you say, Benji."

He stroked her hair as he held her to him and said "I'm not Benji anymore, Max. Benji was a child who knew nothing about love or loss. I have experienced those things. Call me Ben."

She smiled and chuckled slightly. "You still don't believe me, do you?"

He said nothing so Max quickly undid her hair and pulled out the barrette that held her hair in its proper place. "Moody gave me this hair pin- its sterling silver with a 2 Carat Diamond- it was expensive and it meant a lot to me because Moody let the cat out of the bag that it was you who picked it out. I want you to keep it for now- give it back to me when I return." She placed the pin in his hand and curled his fingers around it.

"Don't stay away too long- I may wind up hawking it for a box of Kleenex." He said as he sniffled, struggling not to cry. She laughed and thought to herself 'I will come back someday- I will.'

She sat there, her head on his shoulder, wanting so badly not to run after Seth. Eventually, he fell asleep. Max crept from his arms and did not look at his face, as he had wanted, because she fully intended keeping her promise. She walked out of the room hurriedly, knowing that if she didn't leave before he woke and spoke to her, she probably wouldn't leave at all. "Goodbye, Ben."

Max snapped out of her reverie and went back to finish putting her clothes away. She dressed herself in her new outfit; A pair of loose black slacks with a white dress blouse. She completed her look by pulling her hair into a loose coif. She reached onto the top of her dresser for a bobby pin but was unable to find one. Frowning she turned her head to see a small black box sitting where her bobby pin should have been.

Tentatively, she opened it. She choked. In it contained her silver pin- 2 karat diamond and all. Tears began to form in the corners of her eyes.

"Hello, Max."

Alec sat there, devoid of any emotion. How could this have happened? His ex fiancé had done this to herself on purpose, and for what?! He stood suddenly, knocking the chair.

"Alec, please understand that I-" Jessi tried to speak before Alec cut her off.

"Understand? You take these fucking pills to purposely push yourself into a miscarriage because you got scared and decided you didn't want a child, and you want me to understand?!" Alec screamed at her.

Lacey began to intervene, gently pulling Alec away from Jessi- afraid that he would strangle her.

"And what's more, you fed Max some bullshit about wanting to give me a family, a life? You lied to her so you could get to me and, for what, a higher rank in terminal city?! Or, no let me guess, you liked someone else and they didn't like you back so you decided to trap me and make me the bad guy."

She looked down and Alec ran his hands through his hair.

Unthinkingly, she blurted out "But Max did it to you all the time!"

And Alec, also not thinking, shouted back "But you aren't Max!"

She looked slightly affronted and then realization dawned on her features. "You love her, don't you? That's why you're making such a big deal out of this. You want done with me so you can go and get her. Well, news flash lover boy, she doesn't want you. If she did, don't you think she would have fought for you? She doesn't love you!" She shouted in desperation, seeing her arrow hit it's mark.

Alec pulled on his leather jacket and schooled his features into his Manticore mask. Coldly and with grim determination, he said "That's a risk I'm willing to take." And he strode out the door without another word, leaving Jessi seething and Lacey with a smile on her face.

Lacey followed Alec out and shut the door tightly, not wanting to listen to Jessi's pathetic excuses any more. Lacey shouted out to him "Hey, Dick! Don't come back without her- Jessi needs a professional Max ass kicking!"

Max turned, tears streaming down her face, to see someone she never thought she'd see again. Her eyes took in all of his appearance; Black hair, tall, well built, black mask, and green eyes- though not as green as she thought they had been, more hazel now. "Ben. Oh, Ben!" She ran, sobbing, and jumped towards him, reaching out.

He caught her and pulled her into a tight hug. "It's alright, Maxie. I'm here and I'm never letting you go again.It'll just be the two of us, always and forever, I'll make sure of it…"

A/n- So, what'd you guys think? I realize that the flashback scene was awfully long but it was totally necessary. Also, I know some people are going to be confused about this so here it is: Benji(Ben) and Ben(X5-493) are not the same. Repeat, they are not the same. It is essential that you know this, ok?

Anyway, please review and if you have any guesses about what may happen in future chapters please PM me on here or on myspace but DO NOT post them in reviews because if you happen to be right I don't want the story line ruined so please, out of courtesy for your fellow readers, don't post it in the review.

Thanks for reading, and I hope you enjoyed!