A/N, if you want to know the reasons why Unit 8 act like they do go to Moving Alongside chapter 11 and 11b, even if you aren't into original Characters it might give you some insight here.

On with the show and please remember to review your author.

Becoming them…remembering me.

Max was bored. She had been for weeks now, ever since Alec had left her…left Manticore. Not her specifically, but still, he had said that he would miss her.

"Arrgh!" she turned over and pressed her face into her pillow, she had to stop thinking about him. Ok so now it was time to think of something else.

Food, chocolate, those little cupcakes that they have in hotels, like they had in that one with the mission she was on with ARRGGHHH!

There were steps outside her door and a tentative knock she sat up bolt upright

"Yeah?"

The slats showed her that a guard was waiting, it was the one that she had seen talk to Alec…Pete or something.

"Yeah?" she asked him with a furrowed brow.

"Uh, you're 494's little friend right?"

"452." She offered at his uneasy questioning. He was too scared to be here on official business; maybe Alec had asked him to pass on a message from the outside- that would be so like him

"Hey um…Pete? It's okay, what's wrong?"

He shifted from foot to foot.

"494 is a good man. He's decent to us guards and gets us stuff, doesn't look down on us and all. He's good."

"Okay," Max didn't see the point of this.

"They brought him in a few hours ago."

"What?" Alec was back and he hadn't been to see her? She told herself that this feeling wasn't disappointment.

"Something went wrong and they took him down to the basement. They're mad at him."

Ice gripped Max's heart, "Where?"

"Right now? Psy-Ops," Pete rolled his hands nervously "I thought you should know."

"Thanks," She whispered and he left shutting the door. Alec was in Psy-Ops. Why the hell was he in Psy-Ops? He was Manticore's golden boy.

Max tried to shut out the memories of herself in that place- the darkness, the hate, the constant-

"NO!" She pushed the feelings aside and jumped to her feet racing for the basement.

She crept slowly along the walls knowing that if she was found down here it would be worse for her- possibly make even a trip to Psy-Ops herself; but she had to know, had to see for herself that he was okay.

She turned a corner and saw a shadow moving in the darkness ahead.

She stopped and moved back into the corner, trying to let her excellent eyes capture the figure.

It sniffed loudly and there was a growl. The young part of Max screamed that it was a nomilie and she was about to be eaten for ever and her blood sucked dry. But the teenage Max, the one whose friend was currently being tortured told her younger self to shut the hell up and deal.

"Who's there?" she hissed and the growl intensified and something jumped out at her snarling and growling.

"Whoa shit!" she backed away as the creature glared at her, "Easy big fella! Relax."

"You relax, little fella."

Her jaw dropped, "Wow you can talk."

"Wow." He snuffled and she realised how patronising her words were.

"I - I didn't mean anything by it. I've just - I've never seen anyone that looks like you before. So what happened? They throw too much canine DNA in your cocktail?" she tried to regain her composure, but damn, he was big!

He had long stringy hair the colour of straw that reached his shoulders where he wore an old Manticore tech army jacket. His face was decidedly canine with big doe eyes and a pronounced forehead and she could see hints of fangs dripping saliva from his mouth.

He sniffed the air, "Cat. Cat in your cocktail."

She grinned, "Don't hold it against me." He growled and she felt her unease return as she tried to come up with something new. "I dig your teeth. Can I see 'em? Come on, let me see."

He snapped but she carried on coming closer, "It's okay. It's all right. Those are cool."

He ducked his head as if embarrassed.

"You're X5."

"You can call me Max," she held out her hand. He didn't take it so she grabbed his…paw? Hand? And shook it.

She took a breath and looked around wondering how to get to Psy-Ops from here.

"Max. Max. Father named you?" he asked following her.

"Nope, no father. Just me," Well and Zack, she clarified.

"Father named me. Joshua."

She paused a sick feeling in her stomach "Father? You don't mean Lydecker?" Looking at Joshua he looked old enough to remember Lydecker when he was head of all facilities rather than just the Wyoming Program. Lydecker had always referred to them as his kids, what if he made this dog-man think of him as an actual father. Max felt sick to her stomach.

He growled and snarled showing that he felt the same away about the Colonel as she did and she breathed a sigh of relief.

"No, Father…Sandman."

"Sandman named you?" she didn't want to be a bitch but she had to find Alec.

Joshua nodded excited that she understood.

"Okay," She sighed and went to move but he stopped her.

"Guard," He motioned for her to be quiet and she saw a silhouette pass the grating in the wall.

"So they don't know you're down here?" she found that incredible.

"No."

"What about this Sandman father of yours?"

"Left me here. Here I am."

She felt a pang for this big dog man alone down here.

"He just left you here?"

"Made me then left me. True enough."

She looked up at the huge man. He was actually quite sweet.

"That's pretty whack," She offered.

"He made us all. I was first - special. Then more like me, more like you, more people," he gestured at ceiling, "up there people. Father lost in all the people. I'm here, waiting."

She nodded, knowing that feeling.

"Well I'm looking for a friend of mine that was bought down here."

"People, X-people only bought down here if they have been bad," He nodded sagely.

"I don't know if he was bad, I just need to find him," She bit her lip. "Pity you don't have a room with a view."

Joshua grinned suddenly, his big teeth making him look fierce and he pushed at the grate, it swung open into the basement and a smile spread over her face.

"That's the plan."

She followed him down the corridor of her nightmares, from every cell monsters screamed and hollered at her. Monkey men screeched and growled and she felt her palms sweat.

"Looks like this father of yours kept himself real busy," She tried to make light of her fear.

"Some like me, some not so good. Hungry," He explained as they snapped at him.

"Maybe, someone oughta feed 'em," She said annoyed with herself at her instant reaction to run away.

Joshua nodded like she had said something profound, "They do . . . sometimes. I do sometimes."

He reached the end of a row and pointed through another grating.

"Down there they take the bad X's treat them bad. They scream and shout. No more, stop. But doesn't stop, never stops."

Max shivered knowing full well what he was talking about.

"Stop! I'm sorry, I won't do it again. I'm not a traitor, I never betrayed, ZACK?"

She clenched her fists.

"Thanks Joshua."

"No problem, little fella." He turned around and walked back the way he had come.

She pushed at the grate and dropped down into the hall.

There was a scream from down the hall which chilled her to her heart. She blinked back tears and felt along the wall to where she could hear the drone of voices and the echo of cries.

"No. Rachel!!!"

She winced and shook as she heard Alec yell loud. It brought back memories that she had tried to bury deep in her psyche. She wanted to turn and run, far away where this was all a bad dream but she couldn't leave him alone. She came to the room with bars on the door and the telltale whir of electricity and the resonating hum of a laser beam. Forcing herself to stand on tiptoes and look into the room was the hardest thing she had ever done and once she had she wished she hadn't.

He lay strapped to the metal table, his struggles dimming as he tired himself out and his whimpers and screams dying down as they broke him. The beam still shone bright into his eyes filling his head with images that she was too well familiar with. The droning in his ear screaming to him about mission, duty, sacrifice and the fact that he was a soldier; that he was expendable. 494 not a person- nothing- just their tool to use how they wanted and then to discard. He wasn't important, he had been cloned, and he could be replaced.

She clutched a hand to her mouth and backed away. The voices echoed in her own ears making her feel sick to her stomach.

"Take him to solitary," A voice hissed and she turned and fled.

Breakfast was the last thing that she wanted. But as she walked into the mess hall, her mind registered that there was change in the air. Somehow it had gotten out that Alec was in Psy-Ops. She looked to the table of Unit 8 and was unnerved to see looks of disgust directed to her.

They glared at her and then leaned forward and hissed to themselves.

She slipped into her seat ignoring the curious glances of her team and the others who wondered what was going on.

"Well he was fine until she got here."

Max froze.

The whispers continued. Max recognised them as belonging to Geordie, a member of Unit 5 whom she had spent lots of time with on missions. He looked up to Alec.

"494 was exemplary- the best C.O ever, he did nothing wrong until that 09er showed up to screw everything up. You know he's been different since she started here."

Max felt an ice grip her heart that she hadn't felt since Wyoming as the rest of the mess hall grew quiet except for the one taunting voice.

"She's poisoned him. Tainted him."

"Enough," Someone else hissed.

"I'm just saying what everyone is thinking."

Max glanced up to see what Special Ops was thinking. Quite a few of them were away on assignments so there was only a handful left.

Drew leaned over and patted Max's hand trying to convey comfort even as Emma leaned over to glare at who had spoken.

Thankful that at least those close to her weren't judging her Max glanced over to Unit 8 who seemed to be ignoring her totally. She felt hurt and swallowed a lump in her throat.

Max pushed back her plate, ignoring the rest of her table who were giving sympathetic looks her way, and walked out of the hall sick to her stomach.

So that was what everyone thought then was it? Dammit, all this time she had thought that they were actually friends and people that she could rely on and all this time they still thought of her as an 09er who couldn't be trusted and who was poison to everyone and everything around her.

Stupid, stupid child for actually thinking that these were any different to those back in Wyoming. She had let her guard down and that was why the things that they were saying hurt so badly.

Instead of just relying on herself she had actually let people in.

Well that had to change.

She made her way to her first lesson of the day- Explanatory History, and sat in her usual seat feeling the pang as she glanced to the seat where Alec normally sat.

The rest of the class filtered in, except those out on missions… and in Psy-Ops.

Max didn't hear the trainer come in, nor did she feel Zan sit by her in a show of solidarity, so intent was she on building those walls back up again.

The tutor began to talk about human's mass hysteria during certain periods such as the Salem witch trials and how they could use that to their advantage in war situations. Max knew her fingers were making notes and could feel Zan doing the same but her mind was a million miles away…well at least a mile. Down in the basement with Alec.

"Well I heard that she was nothing but trouble back in Wyoming." She heard through her haze and felt Zan stiffen by her side.

"Always in punishment of one form or another."

"I heard she was in discipline like a hundred times."

"Huh," Another scoffed. "Like you haven't."

The voice bristled, "No I haven't actually. I've never been in the pit either."

Zan made to turn around and give them a tongue lashing but Max calmly put her hand on his arm and shook her head. She was tired, having been too worried about Alec to sleep. She didn't need to be worried about Zan too, he was one of the few who knew what things had been like back in Wyoming and the fact that he was sitting by her meant more than she was prepared to say right now.

"Did you hear she was in Psy-Ops herself twice?"

"Actually it was four times," She heard herself say loudly and she stood up, much to the trainers shock and everyone's astonishment.

"I was in Psy-Ops four times in Wyoming, five if you count when we originally tried to escape in 09, that was for a whole year. Yes a whole year of Psy-Ops. It was fun, I loved it. But I was cleared, Lydecker did it himself, that includes my hearing," she said sarcastically and they had the grace to look embarrassed.

"Human's mass hysteria and stupidity must be catching," She leaned forward on the desk of the boy who had spoken. "Because you caught it 788. Hysteria springs from ignorance and you have no idea what you're talking about," She pushed herself away and glared at him in disgust. "As far as I'm concerned you can speculate and denigrate me as much as you want- you weren't there. I wouldn't wish that on anyone- not even you."

She turned on her heel and stared at the trainer who swallowed and took a step back at the hollow look in her eyes.

"I think they need a bit more work," She said coolly and walked out of the classroom.

For a week Max's day took a routine. She would spend most of the night watching over Alec in Psy-ops, hoping that he could feel her presence, even through the steel doors and the murmurs of the doctors. Her solemn vigils were punctuated by his screams and her tears as she had to endure hearing him being broken down and beaten and knowing that there was nothing that she could do about it, no way that she could help him. She often fell to her knees outside the door and prayed earnestly to the Blue Lady, just to keep him sane, keep him alive and whole, begging over and over with intensity until she fell asleep dreaming of her own time in Psy-Ops and waking to her own screams.

She'd wait until they took him to Isolation where it was too guarded to get in, where she could no longer be any comfort to him, before she went back to her room to toss and turn with nightmares of screams- his or hers it didn't matter- and she would wake up early, getting to breakfast before everyone else, managing to avoid them all. Her life felt like she was back at Wyoming and her mind set had regressed to that- where everyone was a potential threat and enemy.  Her voice and actions were carefully blank and no emotion showed on her face or in her eyes. She avoided them as much as possible, not leaving for lunch until everyone had filed out and dinner until they had all gone to bed. Then she would slip down to Psy-Ops, and so it would begin again.

The only saving grace was her Special Ops friends, especially Zan, who refused to let her go. He knew that she wanted to avoid everyone but he wouldn't let her do that. Zan pushed her to go to lectures and lessons and helped her take notes, helped her out when her concentration faltered and kept her awake when her exhaustion took hold. He tried to assure her that not everyone felt that way about her. Special Ops knew how she needed time to sort through things and took a step back but they hadn't turned their back on her. They turned up with cuts and bruises having fought fights for her proving their loyalty. In her state of pain and distress Max barely noticed but what she did see kept her moving, kept her living and not giving in.

Zan was the only one who knew what Max had been through in Wyoming and maintained that most here were just scared for 494 and wondered if she knew what was wrong, what had happened to make things so bad for him. Zan shielded her from whispers as much as he could but she knew they still did it.

She wondered herself if she had somehow tainted Alec, making him turn weak.

It was worse when Biggs and Sunny, Pix and Flex got back from assignment. They had no idea what had happened and were confused when Max shut them out and Alec was missing. They turned to Zan but he couldn't explain because he didn't understand so they all waited with bated breath and tried to turn a deaf ear to the whispers and gossip.

Her Wyoming friends rallied immediately to her side and Max shook as Pix held her tight and Sunny cursed all of Unit 8 for making her feel this way. Extracting herself, Max held up her brave front of not caring- she'd gotten enough practise in Wyoming- and her friends hearts' broke as she began to push them all away

Exactly two weeks and three days after she had heard Pete knock on the door and tell her where Alec was; she was standing at the door to Psy-Ops hearing them drone about mission, duty, discipline when the machine turned off.

"State your designation."

She stood up straighter.

"X5- 494, Sir."

Her heart sank as she recognised the robotic voice as Alec's.

"Who are you?"

"X5-494."

"You are to return to barracks."

"Yes, Sir."

"What are you?"

"A soldier, Sir. Representing millions in R and D and expendable, Sir."

"You failed your previous assignment; do not let that happen again."

"Yes, Sir."

Max crept away from the door and walked away slowly.

When she was young Ben had been taken away to Psy-Ops and he come back different. Quieter, more solemn no matter what they did and she herself could understand why. She had been there. They made you feel like a thing not a person and they tore away your identity. The only way she had managed to hold on to herself was by Bill's reminding her that she was Max. Not 452 but Max.

Alec believed that he was just 494, no longer an identity; just a number and it hurt her. He was more than that. She had to bring him back. Had to.

Alec was…hers. Not hers as in her brother- her family, but in some primeval way that she felt down to her core. He was hers and Manticore couldn't take him away from her.

She needed him in her life, needed him to laugh with and fight with, to hold her and brush her hair and tell her that everything was all right and to make it that way. She wouldn't want to be here without him, not sure if she could be.

Alec belonged to her and she'd be damned if she let Manticore have him.

Back in her cell she curled under her blanket waiting for the guards to bypass her door so she could again move. As the heavy footsteps echoed down the hallway she rolled out of bed and slunk down the hallway.

She came to Alec's door and remembered when he had saved her during her seizures. The door was locked by the security system that Manticore installed so that they could lockdown entire barracks or even the whole installation. Max could override it but that meant going to central command and fighting the guards and then hacking into the system. It would all take too damn long, no matter how much she wanted to be in there with him and to hold him, she had to speak to him now.

She touched his door fancying that she could feel his warmth through it.

She knew that the room next to his was empty, one of the team still on manoeuvres and therefore it would be unlocked, so she walked into the room and crouched down on the floor near the wall.

"Alec? Alec can you hear me?" she called gently. She didn't know if he could. It was the first time that he had been left alone since reindoctrination and she knew how that felt. Your mind was spinning with memories of the overlying indoctrination and you tired to sort through it all only to find that their web of words caught you and dragged you down. She recalled feeling like she was adrift with no hope of salvation.

"Alec, I'm here it's me Max. I'm here for you, Alec." Her eyes stung, she didn't know what to say. Bill had always known- why couldn't she say what was there, what was important?

"What they told you was wrong. You're not just a number, just a designation. Don't believe them Alec. You're more than that."

A tear slipped down her cheek and she sank to the floor curled up against the cold wall.

From far away Alec could hear the sweet sound of someone familiar but he knew that if he pushed too close to the light he would feel the pain again.

Mission. Duty. Discipline. Repeated in an ever louder, more convincing circle. They wanted him to forget… something. He couldn't recall. Something about light. Or was it the light that hurt, he couldn't quite…

Explosion- who exploded? What was wrong with him?

"Alec?" Alec can you hear me?"

The soft voice echoed in his head. Who was Alec? He was 494.

State your designation.

494.

"Alec, I'm here it's me Max. I'm here for you, Alec."

494. Who was talking?

What was he supposed to remember? Oh yes he was 494, his mission had failed, he was a failure. Why did he fail? He was a good soldier. His unit would be proud of him. His unit 510, 511, someone with red hair, a blonde, some pretty girl. That stung- a pool? A pinprick of light? Why couldn't he recall?

The voice dragged him away from his cold. He tilted his head on his bed. He was so cold and far away. Who was talking? Was there anyone else here?

"What they told you was wrong."

What had they told him?

"You're not just a number, just a designation."

State your designation- 494.

He pushed himself closer to the light, even though it hurt.

494. Expendable, soldier. Dispensable.

"Don't believe them Alec. You're more than that."

Who was this Alec that she was talking about?

"Please Alec?" the voice begged and he felt something shift in his heart. She sounded so earnest, so desperate and he pushed himself into the light to try to help her out. He knew that voice, knew that he didn't want it to feel bad. And he could tell that she felt bad. The fog clawed at him and in panic, in pain and in desperation he pushed through the haze and emerged. The light was bright and his world spun. His world hurt.

"Alec?"

"Alec! I have medication in my room. I just need that. I don't want a doctor, please." A pretty girl looked up at him with doe eye.

Well that was interesting- he had a face to go with the voice in his head. He shifted his head again realising that it wasn't actually on his bunk, but hanging off the end, which was actually uncomfortable. Why was he lying like that? His face hurt.

"Ok, so you can't hear me."

He blinked as he realised that the voice was real and not just a dream that he was waking up from. He swallowed trying to wet his throat to answer but none came.

"I did miss you when you went away."

That was nice. Why did he go away?

"I'm sorry I never said it," she continued "I should have."

Well that's okay voice. He wanted to say trying to stop the sadness he could hear there.

"I should have said it while you played the piano to me."

Piano. PAIN. pinprick explosion, Simon Lehane. Explosion. A smiling girl- Rachel. Oh god no.

No.

The memories flooded back and he felt himself fall under again, they overwhelmed him. Rachel, she was dead. By his hand. Pinpricks of light. Manticore. It hurt- it hurt so, so, so very much.

He shouldn't care, he couldn't care. He was just going to let himself go and be back under that hay blanket of numbness, Manticore could call the shots. He was just a soldier- just following orders.

"Alec,"

GO AWAY.

"When they take you away they tell you stories. Stories that you shouldn't believe. Things to make you forget and when they can't make you forget they find ways of making you not care." Her voice cracked "Don't stop caring, it's what makes you human. Makes you alive. Don't listen to the stories. Don't believe the lies." Tears fell and he mirrored her, they slipped down his own cheeks and into his hair.

"Ok. So I'm going to tell you a story now. Whether you can hear me or not."

Max made herself more comfortable and traced patterns on the wall, ignoring the tears on her face.

"In a land far away there was an evil queen. So evil that hell itself was scared of her. She ruled her subjects with an iron fist, making them do her evil bidding. She allowed them nothing, no fun, no laughter. No life. But most heinous of all she refused to give them names. Without names they couldn't live properly, they were only half people with big holes in their heart. She knew that names meant power and she wanted all of that power for herself."

Biggs crept off his bunk and tiptoed to the wall, edging closer to listen to her story. All along the block of Unit 8 soldiers dropped to their knees or sat up in bed listening hard.

Max continued unaware of her audience "She kept them under her evil reign so they couldn't escape, couldn't think for themselves and could never be free. The land had a handsome Prince who was surrounded by his friends, knights and squires and maidens. They all looked up to him and he was their leader. But he couldn't revolt because he didn't have a name; he had no powers because the wicked queen had taken them away. It seemed like they would be that way forever. Then one day a girl from somewhere else, another kingdom came to see them. She saw the way they were and she knew that they had to change, to be free. They had to become alive so she took the Prince and they walked amongst the Knights and Squires to give them names. The prince's best knight they called Biggs the brave. He had a big heart and would follow the Prince into any situation. His sister was the beautiful Maid Chance whose courage was legendary. Flex the fearless and Drew the daring were two trusted advisors. Dek the Dauntless, Coco the courageous and Aiden the Artful followed him loyally. They walked among the nation naming them all and bringing the world to colour and vitality. The people smiled and laughed as they called each other by the names they had been given. But when they were done they still hadn't given the Prince a name. He couldn't lead the people because he felt empty."

Alec slid off his bed and crawled across the floor to where her voice was. He touched the wall knowing that she was on the other side, not even six inches away through the concrete. He lay his hand and pretended that he could see her do the same, their hands touching but for the wall. He leaned his head against the cool brick and tears slipped down his face.

"They made him a person. They knew him. He loved to play pool, he loved to watch television. He was great at common verbal usage and he loved the rain. He could play the piano and music was beautiful." Max traced a pattern on the wall with her hands "Everyone loved him but they couldn't think of a name for him and so they were all trapped. The girl was distraught to think that she couldn't name this beautiful man. He told her that it didn't matter but she knew it did. He told her she was too pretty to be so sad and she called him a smart aleck. The whole kingdom held its breath as he smiled. Alec. He had a name now and the Queen cowered in fear and fear she should because the Prince was ready to fight back. He had a name. He was Alec and he'd survive."

She smiled. "He now had to overturn the Queen but knew that he could do it. He had friends, he had a name and he had help. We'll help you Alec. I'm here for you."

She paused and leaned her head on the wall.

"I'll always be here for you."

Max slept late and when she woke, her stomach growled in anger at being so long neglected. She had talked all night to Alec, not knowing if he could hear or not but needing to do it, to cling to the hope that he would be okay as long as he could hear her.

She got to her feet and made her way to the shower. She showered quickly and trudged to the mess hall where she knew she would have to endure the stares and whispers of the rest of Manticore.

She walked over to the service hatch ignoring the sudden quiet behind her.

She turned, pinning them all with her stare. Letting them see that she didn't care that they were judging her. She walked towards the Special Ops table and tried not to let her eyes drift.

A sudden movement made her glance to Unit 8's table where they all were watching her. Biggs had pushed back his chair and stood up slowly.

Chance followed him quickly and one by one the whole of Unit 8 got to their feet. Max had a sudden flashback to Wyoming and the way all of her Unit had surrounded her in the forest and proceeded to kick the crap out of her. She tensed readying her self for the fight of and for her life.

Biggs looked at her and slowly bowed his head at her in respect. The rest of the table followed suit much to the bewilderment of Max and the shock of the rest of the hall. Biggs walked over and patted her shoulder with a big smile.

Max didn't know what they were on but at least they weren't acting like she was the devil so she silently encouraged them to continue to take whatever pills were making them act like this and she nodded to him placing her tray on her table and sliding in.

She met the curious stares of Zan, Pix and Sunny who were already seated at the table and shrugged, not sure what was going on.

The noise level of the hall had returned and she ate in silence, listening to Sunny and Pix argue about the right way to enter a building. Window verses sewer.

Then another sudden hush fell as someone else entered and she felt her back straighten.

She looked up to see Sunny staring over her shoulder, her eyes wide.

It appeared Alec had come in.

She didn't turn around, didn't want to see the blank look on his face because she knew that it would kill her.

Footsteps came up behind her and she started, glancing up.

Alec usually sat with Unit 8, letting them know that he was still their C.O. he was one of them as well as being Special Ops, it was only rarely that he came to Special Ops table and normally only with Biggs in tow. He walked around the table and Sunny moved quickly, moving out of the way to let him sit directly in front of Max where she couldn't avoid his gaze.

She stared at his lips rather than into those dead hazel eyes and then back down at her porridge, suddenly not feeling hungry any more, not that she had been for the past few days anyway.

He glanced around the table and down at his own food, everyone waited with bated breath.

"I don't know, a few weeks without me and even the food goes to crap."

Everyone sighed in relief and chatter returned.

"Hey Max." he said softly and her gaze shot up meeting his sparkling one in surprise.

"H-hey." She croaked. He wasn't an automaton! He wasn't dead and empty, thinking himself as 494 and not Alec. He was still Alec, she felt a rush of pleasure and wanted to do a dance on the table.

"Miss me?" he winked.

"In your dreams." She sassed back her heart pounding and a ridiculous smile on her face.

"Oh yeah." he grinned back. "Especially the ones where you get naked, I like those."

She rolled her eyes and finished her food letting everyone else say hi. Unit 8 came over and patted his back and touched him, almost as if to ensure that he was in one piece.

"I'm fine guys!" he laughed and pushed them away.

"Sure." Biggs nodded and let his glance fall to Max who avoided their stares, still not trusting them. It chilled him and made him ashamed of his behaviour the past few days. It wasn't that he believed what everyone had been saying, but Alec was his best friend and Max had been so withdrawn, he didn't know what to say or think so he had gone along with everyone else and it looked like he had screwed up. Damn if Alec found out some of the things that they had said about and to Max, he'd kill them all.

"You okay Max?" he asked nervously and she looked up at them with a smile which didn't reach her blank emotionless eyes.

"I'm always all right."

"Yeah that's our Maxie." Alec nudged her foot with his. They all stood up to go to lessons and he fell in to her side tucking his arm over her shoulder.

To his surprise and pleasure Max didn't pull away and let him keep his arm there as they walked down the hallway.

She paused and he looked down at her frowning wondering why she had stopped. He started to pull away but she grabbed his hand and held him in place. She waited until the hallway was clear and then pulled him into the nearest empty classroom.

Alec started.

"Max?"

She closed the door and turned to him, her eyes wide.

"A-re," she choked and took a deep breath "Are you okay?"

He looked into her eyes and saw something stir, she was deadly serious.

"Yeah." he replied honestly "Kinda shaken but I'm okay."

"Good, that's- that's good." She breathed out heavily, relief written all over her face and smiled weakly at him.

Alec moved forward and cupped her face in his soft hands.

"What you did, what you said. It meant… I felt…" he couldn't describe it. Couldn't tell her that she had saved him, saved his sanity, his sense of self. Couldn't tell her that if it weren't for her he'd be dead inside. He just couldn't find the words to tell her what was in his heart.

"It helped." It was lame and he knew it but she nodded as if she understood and nuzzled her cheek into his hand.

"Couldn't let them have you," She whispered not sure why she was telling him this.

He nodded and his chest tightened. It would be so easy to lean down and just brush her lips with his right now. So easy to feel her soft mouth under his and hold her and-

"494, 452?" there was a call down the hall and they sprang apart, unsure how they'd ended up that close.

"We're gonna get in trouble," Max swiped her face making sure that no tears had escaped her eyes.

"Yeah," he sighed and opened the door gesturing down the hall "Ladies first."

"I'm no lady," She teased feeling more like herself than she had in a while and he grinned.

Before they reached the courtyard Alec grabbed her arm and she stared at him in curiosity. 

"Thanks," He said simply, sincerely and held her gaze. She nodded and tightened her hold on his arm as if reassuring herself that he was real and he was alive.

"No problem," She smiled softly.

"But one thing I have to know?"

"What's that?"

He paused, "Biggs the brave?"

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A/N- YES I KNOW IN TBA HE SAYS HE WAS IN PSY-OPS FOR 6 MONTHS- BUT I'M NOT CRUEL ENOUGH TO KEEP YOU HANGING THAT LONG!!! EVEN I HAVE LIMITS!

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Moonlight- No sorry I had other plans for Alec! I know I set you up for a fall, making Rachel and her Dad actual people and then Poof! Oops my bad! Glad that it made such an impact though!

Angel21- Thank you, I enjoyed writing it as much as you did reading it!

Barcode babe- 210- Cheers pet. Like TBA, no one knows what happened to Rachel just yet. Alec's in no state to ask but this mission will have consequences.

Yakiem- Hey there! Glad you found me! Look forwards to more updates soon and check out my site for pics of the characters in case you get confused!

Lyndsay- Uh, yeah Alec got punished a little. We don't find out what happens to Rachel just yet, as far as Alec knows she is dead. Not usre if he'll ever find out either, haven't written that far yet! Yes his view of Manticore is definitely changed and Max…well see for yourself. She helped I think! This was a quick update.

Acb- Aw bless ya! I was never crazy about R/A she was way too young, it was a crush not love! Besides I agree even Alec didn't know who he was at that point!

Original Proxy- Hey there! Glad you liked it that much. I too have only started writing recently with Dark Angel…less than six months if you can believe it!!

Dokushoka79- Not sure if I prefer Alanna, Kel or Daine…nah has to be Daine. Anyway, glad you liked that I was told that it was powerful and that is kudos indeed, Poor Alec, oh well at least eh has Max to keep him company!

 Cloudburst- Didn't mean to make you cry…well okay actually I did or else I would have had a happier ending! I always thought that they didn't do Alec justice in that ep, especially as you couldn't see what he was thinking or what happened afterwards. It was great to be able to rectify their mistakes. Yup, Dark Days ahead…especially for our Maxie!

Athena80- Thanks pet, pleased that it was another "wow" chapter then! Its great to see reactions like that!

Jynx- Sad but good, I like sad too!

Kim- Cheers pet, will do!

Nora- I don't care how many times I hear it, I never tire of it. It's great that my writing has such an impact for you. If I can make your week by writing then you make mine by reviewing. Thank you deeply. Have a better week this time!

Messymissy- LOL, Girlie you have a one track mind and it runs on Ben…understandable really. Mine too. LOL, I will not give it away, only to say that what you liked so much in this chapter- my twists to the original tale- will keep you reading when Ben arrives. The original with Fayth style twists. Max is Number 1- she rocks totally! Nah, everyone had Special Solo assignments his was just explored because it went so very wrong!

Jamies spawn- LOL, I like being called a pure genius- its fun! I wish the writer of DA had explored Alec's character more as a potential love interest for Max. coz I agree about the rune things. You were partially right about who stands by Alec! But who stands by Max.

Feenian- That's fine, I got what you meant! Just as long as you enjoy them all feel free to confuse me as much as you like LOL.

Lolitaro- Hey there! Thanks for reviewing me. I know its blackmail but the more people who review the more tempted I am to update faster. Especially new names! So thanks!

Elizabeth Annette- Is Alec gonna get kicked out of Special Ops- Nah, actually that didn't even cross my mind. Huh, maybe he should of but I need him there. It'd be bad for morale if he did so Renfro kept him there. As for Logan, wait and see.

Lyra Eyota- Second deity? Cool. Who was the other? Thanks for reviewing , I love to hear from you all.