A/N: Thanks to all who reviewed! Hope you enjoy this chapter!

Alec's Angel – I'm really glad you're enjoying this so far. Despite the fact that Alec wasn't in season 1, I still think it's worth watching. You get to meet some of Max's siblings, and you might like Max a bit more, because her personality was very different in the first season. They did a complete 180 on her in Season 2, which I didn't really like either.

Whatever95 – Alec is DEFINITELY magnetic.

Julia – the angst in this is for you :)

You kissed me into ruins
Sin on sin
Now I've got to love your love letters written on my skin
I can't tell the stars from the downtown lights

If I said I was truly over you
My heart would say amen
But I'd give in to the cold caress of 2 am
If I admit I can't get used to this
Will my heart break again?
As I fall
Into the waiting arms of 2 am

2 AM, Alexz Johnson

Lydecker stood watching as the military started loading the members of May 22nd into the back of a large van. It had been a little over an hour since the soldiers had stormed the building, but they had been delayed in getting out of there due to the huge crowd that had assembled outside of the building. Some were worried family members of those who had been trapped inside, and others were just passerby's who were attracted by news of a death. Finally though, things were getting underway.

"Doesn't make sense," one young member was mumbling as an officer reached towards him to shove him inside the van. "No normal person can do that. I don't get how he did that."

His words reached Lydecker's ears and he quickly walked toward the young man, holding up a hand at the officer. "Colonel Don Lydecker. I need to have a word with him."

The officer immediately deferred to his superior. "Yes Sir, but we're leaving in a minute."

"That's all I need." He took the kid some feet away. "What were you saying just now?"

The kid looked at him, fear in his eyes. "This guy, up on the roof. He totally kicked the asses of some of my friends. Did it without breaking a sweat, too. But the way the guy moved... it wasn't normal, man. I could barely see him – it was like he was a freaking blur."

Lydecker felt satisfaction course through him. 494. It has to be. I knew it wouldn't be long before he surfaced. He had to come up for air sometime.

"Did you see where he went?"

The kid's eyes widened, and if possible he looked even more frightened. "I, uh, I shot him. He fell over the roof. I swear I didn't mean to do it!" He looked pleadingly at Lydecker, afraid of the consequences.

Lydecker was surprised that this inexperienced child had managed to shoot the X5, however none of the emotion showed on his face. He knew 494 was still alive – his kids were more durable than that and besides, he highly doubted that the kid had gotten a good shot at him.

The problem was, the kid was a witness to something he should never know about. Lydecker couldn't risk him blabbing to anyone about what he had seen, in case it should endanger Manticore.

"Come over here," he said, motioning to a spot that was hidden from view from the large mass of people. Seeing that it wasn't a request and hoping to avoid further repercussions for shooting the man, the boy followed him. Lydecker kept his back to him and reached into his jacket pocket, pulling out a gun. As they reached the site, he slipped on a silencer, and started to turn around.

"I wonder what that girl was doing there," the boy muttered. "There should've been guards. How the hell did she get up there?"

Lydecker's finger froze on the trigger. "What girl?"

"There was a girl, couple of years older than me I guess, about 19 or 20. Brunette, pretty, maybe 5'6" or so. She must have been at the conference, because she was dressed all nice. She was on the roof too."

Lydecker remembered the woman sitting next to him and the way she had seemed so familiar. He thought of her strange actions and realized that she had never come back after she had left with one of Darius' men.

"Thank you. You've been very useful." He took out the gun and shot him once in the forehead.

Could it be possible that another one of my kids is in Seattle?

Alec grimaced as the smell of burnt flesh filled the room and a searing pain engulfed his arm. He had immediately gone home and set himself to the painful task of removing the bullet from his arm and then sterilizing it to prevent infection. His task done, he let the blazing knife drop to the table, and let his body sink into the tattered couch. His body screamed exhaustion, but he refused to let himself go to bed. He'd have the nightmares, and see her face again. He couldn't deal with the feeling of his heart being torn out every time he remembered the expression on her face when he had revealed who he was to her, the look of disgust and betrayal. At that moment he had hated who he was, hated his job, hated everything he represented.

God, he had to get out of there. Sitting in his apartment all alone was getting to him. The silence was anything but – all of his senses seemed even more hyperaware than usual. The ticking of the clock echoed in his mind, sounding exactly like the ticking of a bomb seconds before it would go off.

NO! RACHEL! DON'T GET IN THERE! DON'T!

Alec jumped off the couch, grabbed his keys, and slammed the door behind them. He needed a drink... or twelve.

Max leaned against a pool table near the back of Crash, watching the entrance. She smiled when she saw Alec walk in. She had figured he might come here. After a rough night kicking ass and getting shot, he was probably too wired to sleep. The fact that Crash was crawling with women and beer was also pretty enticing to him.

Her eyes followed him as he made his way over to the bar, signalled the bartender, and downed a glass in a matter of seconds. He gestured for another shot, threw it back, and motioned for them to keep on coming. Max frowned. He was acting strangely. She observed in shock as a buxom blond made her way over to him, rubbing herself against him suggestively, and he waved her away. From the short time she had known him, she had already deduced by his cocky behaviour that he was a tomcat, and it was uncharacteristic of him to turn such a willing female down.

Her frown deepened as she watched him down another shot, and another, and another...

What the hell's going on with him?

Someone was watching him.

To be honest, he just didn't give a damn. His instincts screamed at him to look around, figure out who it was and if he was in any danger, but he ignored them. It was probably just that blond again, trying to score with him. Tonight though, he just wasn't in the mood.

He felt the alcohol burn his throat as it went down, and felt frustrated when he felt no effect. He cursed the damn scientists that made it so hard for them to get drunk – he would have to tap out the bar's whole supply to get a mild buzz.

His eyes flickered to the clock just above the bar. It was going on 2 AM. People were starting to file out – most had work in the morning and minimum-wage or not, they needed the money.

He caught the bartender's attention. "Can we get something a little stronger here?"

The man set down a vodka tonic in front of him. He studied him carefully. "You've had quite a few in a short time. I might have to cut you off soon."

"I have a high tolerance." Seeing his uncertainty, he motioned to himself. "Do I look drunk to you?" The man sighed and walked away.

He fiddled with the glass before drinking it in one long gulp. Despite his efforts to keep them locked away, memories of his failed mission started to assault him.

"Hi, I'm Simon Lehane. You must be Rachel."

"Watch your dynamics."

"In case you haven't noticed, I've been kind of throwing myself at you for the past week. Don't you like me?"

"I like you."

The pool's lights reflected off of the water. Rachel leaned forward, and kissed him gently on his lips. A shock went through him. Nobody had ever done that to him before.

"I'm not who you think I am. I was sent here... to kill your father."

"You... you what?"

"I was created by the government and trained to be a soldier. Your father knew too much about that operation, so they sent me here to monitor him. Look, listen to me. You can't get into that car. Rachel, please."

"Created? Soldier?" The severity of the situation seemed to dawn on her and she looked out the window. "Daddy! DADDY!"

"Rachel no! NO! RACHEL!"

He set the glass down. This wasn't helping either. His eyes blinked with fatigue, but he forced them open again. Every time they closed her face greeted him, and for a second he almost wished Manticore had taken him, just so that they could erase his memories. The overwhelming guilt and loss he felt was threatening to rip him apart.

He stood up, threw some bills on the table to cover his drinks, and then exited. A moment later, unbeknownst to him, Max slipped out behind him.

The man who had been sitting next to Alec at the bar pulled out a phone. "Sir? I have a confirmed sighting of X5-494. He was just at the bar Crash in sector 6." He paused. "Yes, I'm sure. He just consumed a large amount of alcohol without seeming to be affected at all, and the suspect fits the description." Another silence. "On it, Sir."

Alec walked down the darkened street, hands in pockets. A familiar sensation of being watched came over him, but he kept walking as if he hadn't noticed anything.

Either that is one persistent blond or Manticore's on my ass.

He neared an alley and turned into it, deciding to figure out who the person was. He then scaled the wall quickly, walked across the rooftop of the grocery store right next to it, and dropped down, intending to come up behind them.

Max stealthily moved into the alley behind him, and then came to a stop when she realized he had disappeared. She cursed inwardly, looking around trying to see where he had gone.

"Looking for someone, sweetheart?"

She whirled around. "I told you, dumbass, it's Max. Not sweetheart, honey, baby, or any other sickening pet name you can come up with." She shrugged. "Saw you at Crash. Thought I'd say hi, but you left before I could get to you."

"So you decided to stalk me?" His expression was amused, but his eyes were wary. She was the last person he had expected to run into after the conference fiasco. He wondered if it was truly a coincidence, her being at Crash at the same time.

She can't know who I am, right?

"I am not stalking you. I do have better things to do with my time, you know?"

"I think creepily following a person in secret is defined as stalking."

She shook her finger in disagreement. "No, a stalker usually has some weird fixation for said person."

He flashed her a grin. "Well, we both know you have a fixation with my ass, so I think you just proved my point."

She glowered at him. This wasn't what she had followed him for. She had to be absolutely sure that she was right about her suspicions before she went all kung-fu on him.

"You're so annoying." She accentuated the statement with a punch to his arm, and she saw a flicker of pain go through his eyes.

So it was him.

Before he could say a thing, she had kicked him up against the wall and put her foot up against his windpipe.

"You're Manticore."

Damn it. So she does know.

"Look, you don't understand." He opened his mouth to explain, but she didn't need to hear anything. He was Manticore; he was the enemy, simple as that.

She punched his face, landed another blow to his stomach, and then grabbed him and threw him against a dumpster. "I'm not going back there, do you understand? I'd rather die than go back! I'm not going to let you take me!"

She punched him again, and a hot flare of annoyance burned through him. Just as she was about to kick him again, he grabbed her leg and threw her away from him.

Enough with playing games.

She flipped back onto her feet and dropped down into a fighting stance. He mirrored her.

"Listen to me," he said carefully. "I'm not the enemy."

"Like hell you aren't," she spat. She moved to attack him, and soon they were a blur of fists and feet. It was obvious though that Alec was quickly gaining the upper hand. Minutes later, he had her lying on the ground, his arms pinning her down. She struggled against him, but his hold was unwavering.

"Don't even try. I've got ten years on you."

She laughed bitterly. "So this is where you radio in Lydecker and take me back to become a good little soldier again, is that right?"

"You don't listen, do you? I told you that I'm not the enemy."

"You're Manticore. That makes you the enemy."

"I wasn't sent here to take you back." He halted, debating on how much to divulge to her. "I... left Manticore."

She stared at him in disbelief. That wasn't what she had expected him to say. "By left, you mean...?"

"I went rogue," he said, simply. She looked at him doubtfully. One part of her screamed that he was lying just to gain her trust, but if he wasn't... she had to respect the guy. It took a lot of guts to leave Manticore, and she knew that other than her unit, it was a rare occurrence.

All of a sudden the sound of tires burning rubber against the asphalt filled their ears. Max used her enhanced eyesight to see what was going on, her pupil contracting as it focused on the cars driving towards them. She recognized it as being the standard Manticore Hummer: black, tinted windows, and filled to the brim with dozens of soldiers dressed in camo gear, all holding shiny looking guns.

She looked accusingly at Alec, who had not let go of his grip on her. "You lied! I knew it! You are trying to bring me back, you asshole!" She struggled against him.

"I'm not! I swear!"

"Well, well, well. X5-494. You've given us quite the slip." The vehicles had already reached them. One of the soldiers stepped forward.

Surprise flowed through her at his designation. He's got to be Ben's twin. No wonder he looked so familiar.

"Why don't you make things easier for yourself and come willingly."

"Believe me now?" Alec whispered under his breath. The soldier seemed to notice Max for the first time, still trapped under Alec's body. Despite the circumstances, Max blushed as she realized how compromising their position was.

"You've obviously been busy. I guess the Berrisford girl wasn't that special after all." Several of the soldiers snickered, and Alec's eyes filled with pure fury. He launched himself at the speaker, avoiding the stream of electricity that shot out from the taser he held. He took out two of the men in an instant, did a somersault over another one's head, and put him in a sleeper hold.

Max ground her teeth together, torn between helping him and getting away before Lydecker showed up. Once again, her aggravating urge to do the right thing made her get up and with a groan, join Alec in the fight. She knew she was risking exposure; if Alec was on the level, which he seemed to be, then they didn't know she was a transgenic too.

Well, so much for that.

She had to admit that a part of her was slightly relieved. She had been alone for so long, it was kinda nice to have someone like her around, who understood what she had gone through and knew what it felt like to be constantly on the run. Then again, of all the people it had to be, it was an arrogant, snarky, misogynistic dumbass who constantly got on her nerves. She was far from trusting him – she didn't know how he felt about the whole '09 incident, but seeing as he had also gone rogue, if he called her out on it, it would be like the pot calling the kettle black.

She did a spinning kick, catching one of the soldiers in the head. Sensing Alec's presence behind her, she did a back handspring, using his body as a surface for her flip, taking out the man right in front of him. He then grabbed her arms and supported her as she kicked out at several men in a circular motion. She dropped to the ground and between the two of them, they disposed of the rest quickly.

They stared at each other, neither breathing heavily, though Alec was rubbing his injured arm.

"Not bad, for someone who hasn't trained in ten years."

"Not bad? I could kick your ass no problem."

He smirked. "Yeah sure. That's why I had you down in no time."

"You want a rematch, Golden Boy?"

He motioned to the unconscious soldiers. "Don't think this is exactly the greatest place to do it. But I'd love to beat you again."

She rolled her eyes. He was so infuriating.

"We better get out of here," he suggested. She thought for a moment. They needed to talk, that was for sure. She couldn't bring him to her place though because Kendra would be there with Mr. Multiples, and that was just a scene she did not want to see.

"Your place."

He raised his eyebrows at her. "Max, if you wanted that kind of action, all you had to do was ask."

A slapping sound filled the quiet night.

Lydecker surveyed the scene before him, shaking his head in disgust at the soldiers rolling around on the floor groaning among others who had passed out.

"Would you like to tell me how you let 494 get away again?"

One man bravely stepped forward. "He had help sir. A female was also here, and she fought just as well as he did."

So there was another X5 in Seattle. A female, and most likely the same woman from the conference. Judging from her exotic features, it was either Tinga, Brin, or Max. Jondy and Syl were both too fair-skinned to be her.

He was closing in on two of them. Maybe things were finally going his way.

Alec pushed the door open to his apartment and Max followed him inside, observing her surroundings. He never bothered to lock it up; if anyone wanted to try and break in, the small issue of a lock certainly wasn't going to stop them.

Max took notice of every possible exit in case she should need to get out of there in a hurry, and then turned to him.

"So, Alec huh? You pick that out for yourself? Last time I checked, Manticore was real frowny on the whole name dealio."

"When we got cleared for our solo missions, we had to take Common Verbal Usage to help us blend in. My buddy, 510, always said I was a smart aleck, and it kind of stuck." He smiled a bit wistfully. 510 was the one person in his unit that he actually did miss. He felt overwhelmed with guilt as he grasped the fact that he had turned his back on the one friend he did have.

"The guy was right. It suits you perfectly. There's only one other name that I can think of that might fit a little better."

"Oh yeah? What's that?"

A mischievous smile played at her lips. "Dick."

He shuddered. "I thank God that you didn't name me then." He walked towards the kitchen. "Coffee?"

"Sure."

"So Max, you never told me your designation."

"452."

He nodded to himself. "You seemed to recognize me when we first met. Who did you think I was?"

"One of my bro's is 493. I never knew that they had cloned us."

"How do you know it wasn't the other way around?"

"Our designations come first." She smirked. "Does it bother you that you aren't the original?"

"Honey, I'm better than the original." He flipped a switch on the coffeemaker he had stolen from a store downtown, and the water started boiling.

"Why'd you go rogue?"

For an instant, Max thought she saw a flash of pain go through his eyes, but a blink later it was gone. His shoulders rose and fell in a shrug. "Manticore isn't exactly Fun Town U.S.A. Do you really need any more reason than that?"

She nodded in concurrence, but she sensed it was something deeper than that. "Still, takes a lot of balls to bust out of there."

His lips tugged upwards. "You certainly love to focus on a certain region of my anatomy." She rolled her eyes, but still waited expectantly for an answer. He decided to keep it as vague as possible. "I didn't escape from the base – I was already on the outside. I had a mission, it went sideways, and I knew the consequences if they took me back. I've spent enough time in Psy Ops thanks to you and your unit escaping, and I'm not exactly eager to repeat the experience."

She could see that he was omitting something, but she decided not to press any further. After all, she had secrets she didn't want him to know either. She remembered the words the soldier had said.

"I guess the Berrisford girl wasn't that special after all."

Berrisford. She tucked the name away in her mind for future reference.

"Lydecker will know now that there are two of us in Seattle. We should go to ground. It isn't safe here."

She looked at him in surprise. She should've seen this coming – in Zack's words, it wasn't "tactically advantageous" to stay in the city when their position was compromised. And Alec had just gotten out of Manticore, so it made sense that he still instinctually followed his training without thinking for himself. The truth was though; she enjoyed her strange little life in Seattle. She had finally made real friends, had a crappy but paying job, and somehow, despite her being different, she fit in. She wasn't ready to give that all up. At the same time, as annoying as he was, she didn't want to give up the only person who had shared the same experiences as her back at Manticore either.

"Look," she began. "I don't like you."

Alec snorted. "That was blunt."

"But –" she continued, "I really think it's worth staying here. If there's anything I've learned about being on the run, it's that you never make any connections with people; you just up and leave every time you think that Lydecker's closing in on you. I've lived liked that for almost 10 years, and you know what? That's not living, Alec. It's surviving. And what's really the point of surviving when you've got nothing to live for?"

He considered her words, acknowledging their sense. However at the same time, he really disliked the idea of Lydecker knowing where he was. And what would be the difference if he just moved on to another city and started over there? It wasn't like he had anything tying him to Seattle.

He studied the set look on her face. She wasn't going anywhere, that was for sure. He could tell from the way she had interacted with her friends at Jam Pony that she had already become too attached to her life here. And for some inexplicable reason, he didn't want to leave her behind.

"Alright," he conceded. "I'll try it your way. But if it gets my ass landed back at Manticore because of this, you better come get me."

"Oh no," she replied, grinning at him. It was the first time he had seen her smile genuinely at him. He decided that the look suited her. "You made the decision to stay all on your own, like a big boy. If you get caught, you're on your own buddy."

He put his hand to his heart in a wounded way. "Max, that hurts. I thought we were having a bonding moment."

"Bond with this," she said, smacking him upside the head.

"Do you always have to be so violent?"

"Comes with the territory."

"Well, wear a warning sign then."

"I looked around for one. Department stores are all out."

Alec's mouth dropped open in mock shock. "Was that a... joke? Coming from Max?" He looked around. "Where's Lydecker?"

She chuckled, and accepted the cup of steaming coffee he offered her.

"So where's the rest of your unit now?" Alec asked, taking a sip of his own drink. He noticed the stiffening of her posture, and waved his hands innocently. "I'm just curious. How many times do I have to tell you that I'm not working for them?"

"You could be lying," she pointed out. "You're not exactly the most trustworthy guy." His eyes darkened for a moment, and she sensed that her words had angered him.

"I could have turned you in back there. I'm sure good old Deck would have forgiven me if I brought one of the 09'ers back." He understood her reservations about him, but he still disliked the fact that she was constantly trying to villainise him. Hadn't he proved already that he was telling the truth?

"Okay, fine. I don't know you – well, other than that you're an irritating, womanizing male – and you don't know me –"

"Other than that you're a bitch who hasn't had any action for a very long time," he interjected.

It took a lot of self control not to smack him. "But we're stuck together, so we might as well try not to kill each other."

"I can deal with that."

She set her mug down. "I gotta jet. See you at work tomorrow." She stopped at the door, and looked over her shoulder.

"Hey Alec? I still want that rematch."

"You don't honestly think you can take me on."

Feeling oddly playful, she let her eyes look him over slowly, up and down. "Oh, I think I'm up for the challenge." She left, closing the door softly behind her.

Shaking his head bemusedly, he got ready for bed. Weirdly enough, none of his previous nightmares about Rachel plagued him that night. All that he could remember in the morning was a faceless, brown-eyed angel.

A/N: Hope you guys enjoyed this chapter. I think it was the longest one yet! As always, feedback is always appreciated.