Disclaimer: Standard disclaimer applies for all characters except for Mindy/Morgan.

A/N: In the last chapter, I implied something bad happened to Mindy that Josh is having a hard time dealing with. Something did happen to her when she was younger. Not to worry, everything will be explained in due time. I promise you that much.

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"Max," said both girls at once. They looked at each other, even more surprised. Kat had to fight to supress a smile and still look totally lost as to what was going on.

"Mindy," greeted Max. He looked at the other girl. "Laura."

"Max, what are you doing here?" asked Mindy. Silently, she prayed that it was just a random run-in and nothing was wrong. Not today when she was spending time with her friends. And Pete and the quiet guy in glasses. Berto, wasn't it?

Max tore his gaze away from Laura and addressed Mindy. "I came to, um..." he trailed off. "Can we take a quick walk?"

Mindy hesitated for a second. Then she nodded. She followed him away from the others. "What is it?" she asked.

"I wanted to check on you. You know, for someone who has a terrorist organization eyeing them, you sure go out a lot," he commented.

Great, just what I needed, she thought. Not only do I have to deal with Josh, now I gotta deal with Max, too. "I can't stay cooped up in Josh's house all the time. I go crazy when I stay in one place for too long."

"I understand," he assured her. "Believe me, I do. But this is your life we're talking about Mindy."

"I realize that Max. And I'd rather spend my life living than cowering in a house."

That was when the scent hit her. She stared looking around for the source. She didn't see him anywhere. After a while her eyes rested on Max. Curious, she leaned forward and sniffed, utterly bewildering Max. "Are you wearing Gravity cologne?" she asked.

"Um, yeah. Why?"

"That's the same stuff Josh wears."

Oh, fuck! He'd completely forgotten about the cologne he'd generously splashed on this morning. At least he had brought an extra t-shirt so she wouldn't recognize what he was wearing. What was *wrong* with him lately? He kept making stupid mistakes when it came to hiding his identity from his cousin. "Really?" he asked, trying to play innocent. At her nod, he said "Interesting."

He decided it would be best if he just did what he was supposed to do and get back to being Josh. "Listen, I can't guarentee that I'll be nearby 24/7. So, if you need me," he held out his hand, "just press on this." In his palm was a small badge or pin.

"What is it?"

"It's a transmitter. If you press down on it, it will send out a signal to me. It's not very sesitive, so it will only work if you're trying to send out the signal. And it works best if you put your thumb behind it and press with another finger."

Mindy took the pin and took a close look at it. There was a small hologram of earth on the front. She looked up at Max with questioning eyes.

"If it looks like a fashion accessory, it will seem less suspicious," he explained.

"Oh." She carefully attatched the pin to the collar of her shirt. "So, if I need you, all I have to do is pinch down on this and you'll know."

He nodded. "It doesn't matter what you need me for. I'll be there as fast as possible."

"So, if I can't open a jar and Josh isn't around, I can call you?"

He gave her a look.

She held up her hands. "Hey, you said it didn't matter what I needed you for. And I was just kidding anyway."

He just rolled his eyes. He led her back to where the others were. "If you insist on going out, at least promise me you'll be careful."

"I promise."

"And if the signal *is* somehow triggered by accident, you can't turn it off, but there's a tiny microphone in it. Twist the pin to the right to activate it. If it was an accident, just say so into the microphone. Twist it back to the left to turn it off."

"Ok."

"I have to go now. Remember, if you need me for anything at all, use the pin."

She nodded. She was a little dissapointed he couldn't stay and hang out with them.

Max nodded to Laura and dissapeared into the crowd.

"How do you know Max?" asked Laura.

"Last week, some freak show attacked the skating rink. Max showed up, and fought the guy. Josh and I were there. So was Pete."

"Ok, but why did he want to talk to you?"

Mindy visably hesitated. "I can't tell you that Laura. I'm sorry, but I promised Max."

Laura had known Mindy long enough to know that her word was important to her. She would never tell her what she and Max had talked about. "You and him aren't, um, you know?" The question was out before Laura could stop it. Despite the fact that she still had some feelings for Josh, there was still that undeniable attraction to Max as well. Just another part of life that has to be confusing, she thought.

"Involved?" suggested Mindy. "No. I don't think I *could* date Max, even if I wanted to. He reminds me too much of Josh."

"Josh?" asked Laura, surprised by the comparison. She had certainly never thought of the two as being alike. "How does he remind you of Josh?"

"Yeah. I mean, they don't really *look* anything alike, but they act alike. I mean, they both love extreme sports and are really, *really* good at them. They're both pretty laid back. They both drive convertables, they're smart asses, they're about the same height and build, and they both seem to be exceedingly protective of me for some reason. They even wear the same cologne. Weird, huh?"

Now that she mentioned it, that *was* weird. When it was all laid out in front of her, Laura did notice the similarities.

Mindy didn't even bother to ask how Laura knew Max.

Josh came trotting back over to them. "Sorry it took so long. Got a little lost."

"'Sokay," said Mindy. She was eyeing a necklace hanging on a rack in the booth. It was a 2 inch sword with a snake and a rose twined around it. It was entirely silver. Except at the top, where there was a tiny crystal serving as the end of the sword's hilt. In her eyes, it was extremely beautiful. She wondered why such a beautiful thing hadn't been bought already. When she saw the price tag, she stopped wondering. Genuine silver and crystal, it read, $50. She frowned. Though she wanted the necklace badly, she wouldn't buy it. She had brought $100 today. And, considering she was about to move across the country in a few weeks, she was pushing her budget a little. Prices were generally a little steep at most fairs. Therefore, she wasn't about to spend half of her money right off the bat.

Berto was the only one who noticed the way Mindy was looking at that necklace. It was nice he supposed. Obviously she thought it more than just nice. He expected her to buy it at any moment. So he was pretty surprised when, when Josh suggested moving on to see what else they had for sale, she simply followed. Confused, he lagged behind and took a closer look at it. No wonder, he thought, seeing the price. But, now he was confused as to why she hadn't asked Josh to get it for her. It was no secret that he would do practically anything for her.

At the next booth, Pete had stopped to look at some pocket knives. The others glanced at the knives. Berto heard Josh ask Mindy if she had seen anything she liked. She answered in the negative. As soon as Josh had wandered closer to Pete, Berto stepped up behind Mindy. "Liar," he said quietly.

Mindy jumped about a mile when she heard someone that close to her. She gave him a glare that could've wilted flowers. "What was that?" She hissed at him.

"I saw you looking at that necklace. Why didn't you tell Josh? He would've bought it for you."

"I know he would have. That's why I didn't tell him." At his confused look, she explained. "Josh has paid for basically everything since I got here. The only thing he hasn't paid for was the bill on my rental car. And the only reason he didn't pay for that was because Uncle Jeff insisted on paying it. I don't like them doing everything for me. I mean, it's kind of nice but....

"But, you want to do some things by yourself," he finished.

"Yeah. So, don't tell him alright?"

"Alright."

"Thank you."

"Hey, Berto, Morgan," called Josh. "You two coming?" He and the others had begun walking.

Mindy immeadiatly followed. Berto started to as well, but something held him back. He glanced back at the booth that sold jewelry. After a moment of hesitation, he went back to it. Politley, he asked the woman to ring up the necklace. He pulled one of several $50 bills out of his wallet. As soon as he was done, he rushed to catch up with the others, wondering what in the hell had possessed him to do what he'd just done. He barely even knew the girl and he'd just spent $50 dollars on her. What was wrong with him?

"Why does Josh call you Morgan?" asked Kat. "Is it your real name or something and you just don't like it?"

"If I didn't like it, I wouldn't let him call me that. Why do you ask?"

"Well, no one else calls you Morgan, so I was wondering about it."

"Kind of a long story, but..." Mindy sighed, realizing Kat's ears had perked up. Right now she actually looked like a curious cat. " Short version is when we were little, my.... someone read us a couple of stories about King Arthur. We used to play it all the time. Josh was always King Arthur and I was always Morgan la Fey. The name just kind of stuck after that. Even after we stopped playing the game. I don't like anyone else calling me Morgan because it was always Josh's name for me."

Kat nodded. "Josh mentioned you're going to school with him this year. Del Oro U is kind of selective. Your parents must be thrilled you got in."

Mindy stopped cold. Laura cringed. Kat knew she had said something wrong.

Mindy cleared her throat. "My mom is thrilled."

"Well, what about your dad?"

Mindy hurriedly caught up to Josh and jumped on his back.

"Um, did I goof?" Kat asked Laura. "Is she upset with me?"

"Well, mentioning her father wasn't the best move."

"Why? Is he dead or something?"

"We don't know."

"Huh?"

"Mindy's dad walked out on her and her mom when she was 13. He didn't leave them with much either. A couple of months after he left, he stopped calling. No one's seen the bastard since."

"Ouch," said Kat. "I really shouldn't have brought him up then, huh?"

"It's okay. You didn't know. Her and her mom have done pretty well, all things considered, but it was really hard on them. Mindy especially. She loved the guy a lot. She went through one of those phases where you don't care what happens to you. She started drinking and partying. 'Course that didn't last long."

"Why, what stopped it?"

"I don't know if I should tell you that. It's really personal. Not exactly something that she likes broadcasted. If she wants you to know, she'll tell you."

Josh was talking to Berto and Pete when someone suddenly jumped on his back. He glanced over his shoulder. "Hi," said his cousin.

"Morgan, get off me."

"Um," she said, looking thoughtful. "No."

Josh sighed. "Aren't we a little old for piggy back rides?"

"And your point is?"

Pete had seen this kind of thing happen many times before. He wasn't really fazed by it. Berto, on the other hand, found their behavior quite funny. He listened to them affectionatly arguing about the proper maturity level of a legal adult. An argument that Mindy won when she pointed out that people who knew them both often said they had similar personalities. That shut him up real quick. Berto and Pete had to fight to keep from laughing or agreeing. She was right. In a lot of ways, they were similar. At least half of their personality traits were identical. Especially when it came to being stubborn or a smart-alec.



A man was following the group at a discreet distance. He wore a baseball cap to cover the tiny reciever and microphone on his ear. "What is the status?" asked a voice through the reciever.

"There are 3 N'Tek agents with her," he said. "Steel must have been expecting something."

"Continue to watch them. If you have an opportunity, take it. If not, she is not essential to the plans. And we still have time. Steel can't watch her every second."



At about 2:00, they decided to get some lunch. There was an area where some benches and tables had been set up. They couldn't find an open table that could fit all of them. So they divded into two groups and sat at the two closest tables they could find. The girls sat at one table, while the boys sat at another.

Mindy found her eyes drifting around for any sign of trouble as she talked and ate with her friends. She did notice a guy in a baseball cap looking at her at one point. He turned away the moment he saw her look over. She felt that shiver up her spine. Her fingers itched to use the pin to call Max, but the guy hadn't really done anything. She didn't call him, but she didn't ignore the feeling she had after what had happened the last time she'd ignored her instincts. Keeping a lookout for that guy wouldn't be such a bad idea.

"Kat?" She asked suddenly.

"What?"

"Do you think Berto is aware that there is a pretty girl checking him out?"

The other girls looked over. Berto was sitting there, reading some pamphlets he'd gotten from a couple of booths. He was completely absorbed in them. And Mindy was right. There was a redheaded girl looking at him and trying to catch his eye.

"That's Berto for ya," said Kat. "I don't know if he's *ever* noticed a girl checking him out. He seriously needs to get out more."

"He never notices?" Mindy was surprised. "I saw at least 20 girls give him the once over just in the first hour we were here."

"My bet is he didn't notice. He seems to think girls aren't interested in him. I don't think he's had a girlfriend since I've known him."

"Why not? I mean, he's cute, why wouldn't girls like him?" She saw the amuzed looks they were now giving her. "What?"

"You think he's cute, huh?" asked Laura.

"Well, I'm not blind. And just because you think someone's cute doesn't mean you like them. Now stop looking at me like that." The cheshire cat grins remained plastered to their faces.

About 15 minutes later, Berto was still reading those pamphlets. Josh and Pete had wandered off somewhere, but would probably be back soon. And that girl was *still* trying to get Berto's attention. Finally Mindy couldn't keep her mouth shut about it anymore. "Oh, I can't stand this," she said and got up. She walked over to Berto and whacked him on the shoulder.

Berto fumbled the pamphlets and looked up to see Mindy glaring down at him. "What?"

"You know nothing about women, do you?" she asked bluntly.

"Huh?" asked a now thoroughly confused Berto.

"That redhead over there has been making eyes at you for the last 20 minutes."

Startled, Betro looked over to where she was pointing. The girl she was pointing at waved and gave him a flirtacious smile. Not knowing how to react, he looked back at Mindy. "Are you interested in her?" she asked.

"Um, I don't know." He took in the girl's skimpy clothes and overly confident heir.

"You don't know?"

"She's good looking, I guess, but she looks kind of full of herself."

"You know," she said slowly, "you should *really* pay more attention to what's going on around you. If you did, you might notice how many girls find you attractive." She turned and went back to her own table, leaving behind a very shocked Berto Martinez.

Girls thought he was *attractive*? Since when? He shifted in his seat. The sword necklace in his pocket poked him a little. He still had yet to give it to Mindy, not knowing how she would react if he did. One minute, she was sweet and child-like, the next she was blunt and annoying and could be a little harsh. For all he knew, if he gave her that necklace the same day he met her, she might think he was only after one thing. Then again, she might think it was really sweet. Or she might get upset that he had gone ahead and bought it for her when she had told him that she didn't like other people buying things for her. God, that girl was an enigma.



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Okay people, you know the routine. Read and review. I hope you enjoyed the chapter, even though there were no big action sequences.

Oh, and for Artemis fire mage of Golin, I'm 20. And actually I don't watch Max Steel regularly (sniff) because it's now on the cartoon network and I don't have cable right now. (Breaks down sobbing.) I know I'm too old for this, but I like it damnit! (Suddenly brightens) Anyway, now that that's out of my system, I would like to point out that you could've just looked up my pen name in the ff.net directory for that kind of info. But if you feel wierd for being near your teens and still watching cartoons, don't. To each their own. Besides, I was already in high school when the show came out. People thought I was weird. They still do. And you know what? They are correct. ;o] But, as you've probably noticed, that has nothing to do with the fact that I still love cartoons.