Author's Notes: Episode 3x12 really kind of begged for a Helen POV story. I've felt from the beginning of Season 3 that Helen Sharpe is hanging onto a very frayed rope this season. This normally well-put together woman is crumbling. Also, there are some compelling rumors about some very important words we didn't get to hear in the decon shower. Of course I rewatched that scene over and over and over and over ad nauseam. So here we go...

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I was terrified. And I was angry. And I was in a full-blown panic, running on pure adrenaline. What I wasn't was surprised. Finding Max all alone on the top floor holding the pipes of a leaking tank of toxic chemicals together with his sweatshirt was...so typical.

I didn't have the time or patience to lecture him. I just saw red as soon as I laid eyes on him. What was he thinking? He wasn't. He didn't. Max Goodwin ran full head of steam into whatever idea fit him for the day. Today was not the day to test my mettle. I used my angry parent voice to try to get him out, the one that usually snapped him out of whatever sticky situation he was about to get into.

And then he said he couldn't see. The blindness had already set in. Worry overtook anger in the blink of an eye. I don't know how I knew to plug the drain. I've never been in a chemical spill before, but it seemed logical. And I was in a hurry to get this man to the decon showers as soon as humanly possible. Max was fading fast.

Once again I found myself carrying his weight to safety. And underneath the panic it made me angry, again. As I helped him to the showers, I couldn't help but think about what had led me, us, to this moment. I was so tired of it all.

I had always supported him, in every way, and all he did was take advantage. Over and over. Max's behavior lately had been strange and erratic, even for him. His efforts to fix literally everything were so misguided. Was this his idea of tearing down "the system" and starting over, like he told me on the rooftop that night? To make it a better world for Luna? And me? And why me? Like so many things that dribble out of Max's mouth, it confused me. He confused me.

Instead of talking to him about it though, like a normal friend would, I turned away. I turned to another man. It was the realization that my friendship with Max seemed to be a one-way street. I bent over backwards for that man and what did I get back?

Fix this, Helen. I need your help, Helen. I can't run this place without you, Helen. I need you, Helen. We make a great team, Helen.

I think I had finally hit a wall, my breaking point. I couldn't be his everything nor did I have any desire to. And then Max caught me with Cassian and everything changed. He was suddenly very interested in everything I did or said. But he also acted mad or jealous. I didn't have the energy to analyze it. I didn't even want to talk to him. I didn't have the patience to cater to Max Goodwin anymore.

So I stepped down as his Deputy. I backed off. I broke up with Cassian because using him as a crutch from Max wasn't fair to him. My teenage niece became my priority, my distraction from this man that drove me mad.

This man that I was hopelessly in love with. I had no idea if he felt the same. Some days I was convinced it was mutual and then I would see the wedding band still on his finger. His wife still had a hold of him. Max wasn't ready to move on and I certainly wasn't going to pursue this. I've been through the grief of losing the love of my life. I knew he needed to do this in his own time. And it's not like we ever talked about us, this nebulous undefined thing we had.

Until we did. Sort of. It was always beating around the bush with us. Never addressing our own relationship, whatever it was. Talking about it, regardless of how tenuous, was foreign. It was strange and felt forced and seemed to only make the both of us more frustrated. We didn't operate like this, so open. No, Max and I were very cautious. Were we afraid? Afraid of what? Losing ourselves? Losing each other?

Perhaps the fear of losing him gave me the strength to get him downstairs and into the decon shower. Suddenly all of the anger melted away and that fear was driving my soul. I stripped him down and hosed him off as quickly as possible. Max was barely able to stand. He kept mumbling things that I couldn't hear over the roar of the water. I yelled at him to stay with me. I begged him. If he passed out...I swallowed hard, not wanting to go there.

And then he collapsed against me. I tried to catch him but he was too tall, too heavy. He nearly pulled me down with him. He clung to me for dear life. I was absolutely terrified. Max had survived a terrible ambulance crash holding his infant daughter, survived cancer, we had survived a hostage situation. There was no way I would let him go out from a chemical spill.

"I love you," I heard him mumble. He was clutching me tightly. I froze for a moment, uncertain those were the words I heard. He was delirious. There was no way I could take that seriously.

But he was delirious. Which also meant he absolutely meant what he said, no inhibitions. I sank to the floor with him, cradling him, rocking him. I had never been so scared of losing someone in my life. I made him hold my prayer beads. I cried and stroked his face, told him about the beads. Anything to keep him conscious.

I felt his hand move up to my neck, his fingers tangled in my braids. He was trying to speak but couldn't. Max's finger swept across my collarbone. He reached towards my face, trying to touch it. He nuzzled against me. I cried harder, trying to talk to him, saying anything. There was the heaviest of rocks in the pit of my stomach. I told him I needed him, that he better not leave me. He better not leave Luna. I may have even told him I loved him, too.

My efforts were all for naught. Max passed out in the shower. I called for help. I wouldn't leave him, I couldn't. Floyd rushed in with a team and they hauled him away on a gurney. I ran after them. I only left his side to change into dry clothes. I sat with him for hours, texting Mina that I would be at the hospital if she needed anything. Floyd came in throughout the day to check on Max. On me. I must have looked quite the worried mess. He gave my shoulder a squeeze and a sympathetic smile before leaving for the day when he knew Max was out of the woods.

"Helen." Max said my name before he even fully woke up. All of the butterflies in the world suddenly took up residence in my guts. I was nervous and a whole different level of scared. What was I supposed to say? We shared the most intimate of moments and I had no idea if he even remembered.

"Can you see?" I decided to start with the basics. He looked so confused.

"I see you."

The way he said it made my heart soar. He meant literally and maybe figuratively. Perhaps he did remember after all.

"What happened? I remember getting to the tank and then...it just goes blank."

And just like that, my heart burst and sank down to the pit of my stomach. All those butterflies scattered. I tried to fight the tears that sprung to my eyes, tried to hide the catastrophic disappointment that was surely written all over my face. The moments in the shower were mine alone to savor.

I tried to compose myself under his scrutiny. I attempted a lighthearted answer. "It was just...just decon and bicarb and stuff." In my mind I thought I smiled at him. But I wasn't sure if it ever made it to my lips.

"Stuff?" Max repeated. He almost sounded offended.

I nodded quickly and hoped I managed another smile. I couldn't take it anymore.

"I'm gonna go. Just gonna let you rest." I felt like bursting into tears. It was pissing me off. I heard him whisper a 'thanks.'

I got up and turned my back to him, putting away files and trying to keep my shit together. I could feel him staring at me. I wanted nothing more than to run out of that room.

"You were there, weren't you?" His voice was so soft.

I looked up, not sure what I was hearing. Maybe he did remember? Did he remember all of it?

"I'm sorry. Guess sometimes...it takes me a minute...to remember what matters...more than anything."

My heart swelled again and began to pound in my ears. I could feel my face flush. Just as I turned around he finished his sentence: "You."

His eyes never left mine as I took a few steps back to his bed. We gazed at each other for what seemed like eternity. I couldn't breathe as he reached up and gently caressed my throat and collarbone. Like he did in the decon shower.

Max remembered. And he actually admitted it instead of playing dumb like he was so prone to do. I covered his hand with mine, the last signal that this was finally going to happen. I recognized that look in his eyes. He let me see that more times than I can count. But this time was different. This time we were on the same page. This time it was going to happen.

Until it didn't. Again. As we leaned in to seal it all with a kiss the damned phone rang. After once again escaping the grasp of the Grim Reaper himself, Max was suddenly thrust into a battle for his daughter. This was one thing I was certain I couldn't help him with.

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More Notes: So. I know this is rather jumbled but I think Helen's head has been rather jumbled all season. She's lost her confidence, her strength, her cojones. Also I banged this out in less than three hours, so yeah...I think I want to do another chapter. Helen doesn't think she can help with the custody battle. But can she?