Spoilers: Takes place after the episode Freak Nation.

Disclaimer: Nothing belongs to me except the original characters.

A/N: I don't really know If White works for the NSA, but in my story, he does. THANKS TO EVERYONE WHO REVIEWED!!!

Chapter Two: Warehouse Twelve

A sleek black Mercedes braked smoothly in front of Terminal City's frontage. Behind it, two black vans followed suit. Night had fallen, and darkness blanketed the bodies of the dead, making them almost invisible in the dark night. The smell of blood and rotting flesh floated in the air, giving the atmosphere a sense of foreboding.

Ames White climbed out of the Mercedes, his face stony, his stormy gray eyes freezing. For a few seconds he stood just outside the decrepit gates of TC, surveying the scene of carnage illustrating itself in colors of red and black in front of him. A sardonic smile of satisfaction materialized on his pale face. Almost two hundred corpses, both human and transgenic were scattered across 'Transgenic Central'; a beautiful feast waiting for him to forage through.

He snapped his fingers, and a dozen soldiers under the NSA agency emerged from the black vans, clutching their weapons in a defensive position. "Search the entire area for survivors," he ordered icily. "Terminate them, human or not. I want this place empty of any living beings."

The soldiers nodded, and after slipping on their night goggles, fled into the vicinity. White snapped his fingers again, and Otto, and two other NSA agents climbed out of the black car. "Scavenge the place for 452, and 494." He spit out the numbers with great dislike. "If you find them. Kill them."

The three of them nodded, pulling out their pistols and cocking them. And with a deep scowl firmly plastered on his face. He followed, his gun aimed, ready and set to kill.

Three motorcycles rumbled to a stop, sixteen feet away from the sector point. It was a moonless night, and the glittering stars that adorned the sky above them was covered by gray thunderclouds waiting for the right moment to pour. Five transgenics blended easily into the darkness, their night vision kicking in, focusing on the small guard house standing in the center of two opened iron gates.

"Three guards, armed." Kade informed from behind Devon. "We can take them out, easy."

"Ready?" Max asked, looking at an all too cocky Alec, and a frightened Joshua who clung behind Max.

"Always," Alec said with a impish smile. And with one last glance at one another, they sped towards the oblivious guards, who stared at them in surprise. But before they could raised their gun, they were rendered unconscious by a simple punch in their solar plexus. That move was going to keep them out cold for about an hour at the least. That was more than enough for Max, and her friends to find a place to lay low for a while.

After passing the withered sign: 'Welcome to Vancouver', a slight drizzle had begun. Drenching all of them in a very damp and soggy manner. Very uncomfortable, especially for the X5s who had feline DNA. Cats never liked water, and neither did Max.

"Where are we going?" Devon yelled over the rumble of their bikes. They finally emerged from the roads lined on the sides with thick grove of trees, and they found themselves speeding through dilapidated buildings, and dimly lit diners.

"Warehouse 12. It's located near the docks. Just a few more minutes." Alec shouted back. The slow drizzle had transformed into a steady downpour. And their bikes skidded through the slick streets. Thunder crashed loudly from above, followed by a bright flash of lightning, illuminating their faces briefly. There was another mean clap of thunder before the electricity in the passing buildings blacked out completely. Max took this as an advantage. If White, or the Sector cops would go looking for them, they would find it incredibly difficult in the blackness of the city.

They were now nearing the ocean, and Max caught a whiff of the salty waves slamming against the walls of the pier, competing the with thunder. There were no ships to be seen floating on the wharf, and by the looks of the place. It hadn't been used for centuries.

"There it is!" Alec called out, raising one hand from the handlebars of his bike to point at a rusted old warehouse that was slowly coming into view. They slid to a stop in front of it, and Alec and Joshua got out to open the large metal doors. It took several minutes of creaking and pushing to finally get it to open. And the five of them raced into their only shelter, grateful to be out of the rain.

Devon and Kade slid the doors back to a close and sighed with relief. "Finally, we can get some rest." Devon said glancing around the building. Max did the same, taking in their temporary home for the night. It was full of empty metal crates that were labeled in wine-red ink: fragile. Whatever it was that used to be inside the containers, it must've been expensive...and breakable.

"Look what I found," Alec said appearing from behind a particularly large crate. He was carrying an armful of cloth. A triumphant smile was on his face and tossed them one each. Joshua instantly fell asleep. Kade and Devon set their blankets beside each other and dropped onto them in a graceful pile. They watched with half-opened eyes as the two X5s in front of them conversed.

"But its polka-dotted," Max said staring at the bright pink spots that were dotted across the purple cloth.

"So?" Alec asked, raising an eyebrow. He actually looked amused. And that was when Max noticed that only hers was polka-dotted. Alec was carrying a green one, that was identical to the others'.

"Do you actually expect me to sleep on pink polka-dotted blankets?" Max asked, staring at it in disbelief. Who ever invented polka dots was a complete moron.

"Polka dots suit you Maxie," Alec said with a teasing grin.

"No they don't," Max said with a frown, although her lips twitched. "I find them incredibly distracting...like you for instance," she shot at Alec whose grin only widened.

"Really Maxie? I didn't know you were so distracted by me," he said, a mischievous twinkle in hazel-green eyes. "Of course, I do find myself handsome in so many ways..."

"Shut up Alec," Max said, and at the same moment she flung her blanket at him, covering his whole face. Max burst out laughing. Alec grumbled something that distinctly sounded like: 'polka-dotted moron' as he pulled it off his face. It was then that Max realized that this was the first time she laughed in so many days. Sometimes, Alec had a way of doing that to her. Making her laugh even in the most serious situations.

"If you hate it so much, you could share mine," Alec said, grinning devilishly at her.

Max rolled her eyes, and smiled. "Go to sleep pretty boy," she said, and to her surprise he did. Devon and Kade had already drifted off, and it wasn't long until Alec's breathing equaled. It was then that she felt the tiredness and exhaustion begging for her body to rest. Even her shark DNA had its limits. The rain still poured outside, and with the soothing rhythm of the raindrops pattering on the rooftop, Max fell into a peaceful slumber.