Max gave the parameter fence in the distance a passing glance. The fleeting motion of her eyes earned her a bark in her face.

"Eyes front." The drill sergeant hollered. He was about to move on when he turned and addressed the group. "X5-452, X5-494, fall out."

"Yes, sir." Came the uniform reply.

Max resisted the unnerving urge to look at the other soldier. His voice gave her the chills; it was like hearing Ben in her ears again. His designation was only one digit different, was he cloned? Twined?

"Assemble for task, hand to hand combat."

Well she'd soon find out. As she marched to position, she got a good look at her opponent. He had sandy blonde hair, with a slightly ruffled look. His hazel eyes twinkled with mischief and a half smirk played on his lips. He stood at attention, at his end of the dirt ring.

"Begin."

Both of them broke their stance simultaneously and began circling each other, assessing and plotting their plan of attack. He moved first. Forcing a high kick to her head. Max dodged and leaned back with a low roundhouse sweep, knocking her opponent to the ground. He flipped himself back up almost immediately and went on defensive.

"Should have known being out there so long, you've learnt to play dirty."

Max lunged with a few swift punches to his upper body. He blocked them all. She wanted with fierce need to wipe that arrogant smirk off his face. Taking three steps back, she took a fast approach and used his shoulders as a vault. She thought she'd be able to take him from behind. The moment her hands made contact with his shoulders, he grabbed her wrists and twisted. Before clamping them with a vice grip and throwing her backward.

Too bad they made us with cat DNA. She smiled, despite the close call she'd had with eating dirt. She landed on one knee and only grazed her palms slightly, when she braced herself to the fall. Not even breaking to dust off, she rounded on him again. This time she didn't stop the hiss that escaped her lips.

"You know, you should learn to lose a bit of that attitude, or you could turn out to be a real bitch."

"What did you say?" Max asked incredulously.

"Oh wait, you are a bitch." He said and attacked her, he kicked her hard in the stomach. Before she had a chance even recover, he was behind her and sent a sharp hit to the back of her knee. She fell forward, again bracing herself with her hands.

Max was on all fours again and pushed herself up on her knees. She knew he was behind her and before the drill sergeant could make the call, she flew at him with a spin kick. Making direct contact with his nether region.

There was a shocked pained groan and then nothing.

"X5-452, stand down."

How had she anticipated that order? Max inwardly scoffed, men were all the same. Never go there, it was an off limits region. But this was war, people fight using every tactic at their disposal and he was just begging for that one. She hadn't wanted to use it, because it was a cheap shot but he'd asked for it when he'd called her a bitch.

So imagine her complete revulsion when the ego on legs, turned up at her cell later that night.

"What do you want?" Max asked jumping off her bunk and putting what little distance she could between them.

X5-494 proceeded to peel off his shirt and pull off his boots. "Let's get this done, I don't what to be here any longer then necessary."

Max picked up his shirt and thrust it into his chest. "Then go, I'm not asking you to stick around."

He chuckled, "Listen, I don't like this arrangement either. Believe me, when I read the list I was real tempted to question my superior's sanity. So just quit the 'yapping' and let's get this over with."

"I don't know what you're talking about, keep your clothes on and get out of here before I throw you out." She threatened, still standing a good two feet away.

"We've been paired off, we're breeding partners. I sleep with you till you get pregnant. Ringing any bells? Didn't you see this afternoon's assignment notice?" X5-494, threw his shirt on the bed and pulled off his pants. "Thanks to you and your little friends blowing up the DNA lab, we've been reduced to the basic level of reproduction."

"Oh boo hoo, listen up smart-alec. This is as much physical contact, you and I are going to have." Max gave him two hard punches, insuring his thoughts dragged themselves from down below and back to the real present. "Got it?"

"It's on your head. Far be it for me to want to have bodily harm wrought on myself." He rolled his eyes and pulled his clothes back on. "You know, I'm sticking with my earlier assessment. You are a real bi…" Max sent his a death look and he held up his hands defensively, "Hey, hey. Just kickin'."

"It's just kidding, or f***ing, in your case. Idiot." she muttered. "And I think Alec suits, you need a name."

"Got one."

"Yeah, like 494 is a name." Max scoffed. "I was gonna go with Dick but that would just be adding insult to injury." Her gaze flickering momentarily in that direction, before turning back to restudy the dreary looking cement wall.

"I can go with Alec, I guess." He said and walked toward the bunk. "Scoot." Lying down, he stretched out and folded his arms behind his head.

Max hurriedly got out of his way and crouched against one wall. It was going to be a long night.

"Reporting as ordered, ma'am." The woman gave a sharp salute and waited for the director's reply.

"Welcome back. I know we had you assigned to the Harbor Corp Operation and I'm sorry you had to be pulled from you prep but I have a special assignment that requires your attention."

"What's the assignment, ma'am?" The dark haired woman stood at attention, head high and eye's front. Not yet being told to stand at ease or asked a direct question, she continued to look at a spot on the wall and speak without expression.

"At ease soldier." Renfro smiled to herself, the girl was as they said; a true faultless soldier, almost obedient to a fault. Always by the book and never questioned her superiors orders. She was perfect for the job. "The mission requires you to take on an alternate identity. Not much unlike the Schwan case in Germany. I've studied your charts and I've reviewed a few of your psy-ops tapes. Your mannerisms are identical, although you may have to brush up on your street language."

"With respect ma'am, that won't be a problem. Harbor Corp prepped me for that." She said informatively.

"Good, report to Major Croan then, he has your brief."

"Thank you, ma'am." With a crisp salute, the woman about faced and left.

Renfro watched her retreating figure. If this girl performed as anticipated, she'd not only have all the renegade X5s back, but she might also be able to drag Lydecker back on his knees. With a satisfied smile she turned to her monitor and pulled up X5-599's file. She touched his cheek with a gentle caress, "Such strong features, an iron will… but I'll break you 599, and then you and all of your unit will be mine."

They threw him into the cell and he hit the floor hard. After they banged the heavy metal door shut, Zack turned his cheek to the cold dusty floor. Blood mingled with sweet made the dirt on the floor stick to his skin. Slowly he pushed himself upright, his muscles burned in protest. And he leaned wearily against the wall, his body wouldn't be able to take much more of a battering. He didn't know what they wanted, he didn't have the answers. They could fire as many questions as the liked, they could use that baton until his skull split, it wouldn't get them anywhere. His left cheek was swollen to the size of a ripe apple and he could hardly see out of his right eye, his lids were so puffy the were almost closed.

As his vision adjusted to the darkness he could see various shadows of shapes in the room. A bunk suspended by chains from the wall, and a bucket in the corner. He wiped the back of his hand across his mouth; a small trickle of blood ran onto his tongue, it was salty and thick. He needed fluids, badly. His tongue felt like sandpaper and was constantly sticking to the roof of his mouth. He swallowed uncomfortably and visibly flinched when he heard the lock in the door being shifted. The metal grating on steel was a painful noise to his sensitive ears. He'd been so involved in assessing his wounds that he didn't even hear the approaching footsteps.

"Get in there." A gruff voice snarled.

A feminine figure was pushed in and she fell limp to the floor, just as he had earlier. The guard's torch past over him once before it moved away and the door was slammed shut again.

She was still there, unmoving. Something about her seemed awfully familiar, her camies were dirty and her hair hung loose and knotted to across her shoulders. It wasn't until he heard a whimper that his heart jumped out of his chest.

"Max. Oh god, Max." He was at her side in a flash and he gingerly turned her over. She was pale in the face, save the bruises that covered her skin in messy blotches. Dry blood covered her hands and neck and her lip was split and bleeding. "Don't talk, just. I'm so sorry." He buried his face in her chest. Her scent assaulted his noise in waves and it only made him bite his lip harder, to choke back the tears. They did this to her, there could only be one reason for it too and it was his fault.

"Don't be sorry," she whispered, "it's not your fault." It hadn't been his choice to return to Manticore, what could he possibly have to blame himself for? Carefully, she reached up and brushed his tussled hair. "Zack?" she tried tentatively, "It's okay."

Zack let out a ragged breath and looked up into her eyes, they were awash with unshed tears. A soldier never showed weakness and Max had always been so strong, so confident. "It's not okay, they want to know the location of the others. That's why you're hurt. I did this to you, I never told you where they were to protect them… I was protecting you too." He turned away from her, he couldn't seeing the understanding in her eyes. There was hurt there but he couldn't cope with understanding, if it was him in her position. He'd want to kill and maim.

"I know Zack." She touched his shoulder and he flinched. Slowly she reached out and pulled him into her arms. "We'll be okay, I know we will."

He hugged her back fiercely, forgetting that she was injured just as he was. Everything was slipping away but the woman who was in his arms. Nothing mattered so long as she was safe. "I'll protect you Maxie, as long as I'm breathing they won't hurt you again."

As soon as she heard the comforting sound of his deep steady breathing, she went to work. Crawling under the bunk, she pulled at the already loose cement blocks. Two came free but the grinding sound they made as she pulled on them had caused her hold her breath in panic. She waited and listened. The reassuring sound of his snoring got her working again. Pushing the blocks to one side, she wriggled through the small opening in the wall.

On the other side was huge room, a maze of pipes and caged machines. There was a short drop from the hole she came through, to the floor but not a huge height to lower herself from. Dusting her clothes once she'd reached the floor she was about out in one direction when a vague clang of metal echoed towards her. The natural curiously in her drew her in the direction the noise had come from. Jogging down a passage and then another, the noises got steadily louder. Then a familiar voice stopped her.

"I can't do it anymore."

It was Brin's voice, who was she talking to and what was going on?

"You can and you will, it's not enough."

Max felt an eerie chill race down her spine. That voice seemed a lot like her own, was it possible? She peered through a small grate and there they were. The room was flooded with light but the sight that confronted her was far from it.

Brin held a metal rod and in one hand and her in her free hand, she held a knife. "Ma'am, I can't."

The woman who had her wrists bound in ropes, suspended from the ceiling, ripped free. She flew at Brin and pushed her down to the floor. With one boot on her chest Brin did nothing but stare up at the woman, who was still not completely visible to Max.

"He can't smell you on me. I can't provoke you okay. I'm supposed to be restrained, don't make me tell you again. Now hit me."

When she turned, Max got a good look at her face and she recoiled in horror, bumping straight into a solid wall of…

Before she could scream he clamped a big hand over her mouth. He turned her around and tried to mouth silently that he wouldn't hurt her. "Please, shusshh." He hushed. "I let go, don't scream."

Max nodded, eyes wide. He let her go and she took a deep calming breath. "I'm getting out of here."

"How?" The man asked puzzled. In the light she couldn't see his features but she knew he wasn't quite human. She's seen his long claws when his hand had covered her mouth.

"I mean back to my cell." Max replied, not stopping lest that horrible image catch up with her.

"You saw bad things."

He was right behind her, funnily she didn't mind his following her. "Isn't it whacked enough that they make us in test tubes let a lone make these clones too. I mean it's freaky enough that it happens naturally, why would anyone want another of them running around." They both seemed to know that was not what was bothering her so much.

"Bad things, Joshua thinks."

Max turned, they weren't far now and it would be best if she went back a lone. Just incase 'Alec' had woken up and gone investigating. "Your name's Joshua?" SHe asked. He nodded excitedly, he seemed very proud of himself. "You picked that?"

"Father named me, Joshua."

"Really, I never had a father. I'm Max." She reached out and when he gave her a puzzled look, she grabbed his hand and shook it heartily.

"Father Sandeman. He made us, he made me. I was first." He said that with so much pride that Max didn't have the heart to comment. If he was so great, where was this 'Father' now? Why was his prodigy roaming the basement and why was Manticore being run by a bleached bitch? Answers would be nice.

"Nice to meet you, Joshua. Gotta blaze, before my watcher figures out I'm gone."

She parted with Joshua, promising to be back when she could get away. All the while, the image of her face covered in blood and bruises haunted her mind.

A/N: I've realized that I'm going to be borrowing from S2 so don't get too upset with me if you don't like how this is going. Angelbebe, I promise I've never killed Logan or Max… oh wait ;P not with this name anyway. ;P I'm nasty I know. Everyone knows he's not really gone. Guys thanks a million for the feedback. And Win, ;) reviews seem to be working again. I'm working on this as best I can, encouragement is great!