494 watched as two guards entered his unit's barracks and even though he couldn't see 452 because the guards were in the way, he could sense that there was another person behind them. He wished that one of them would move so that he could see her, he knew that he shouldn't care but he wanted to see the girl that had managed to cause so much chaos at Manticore during the past few months, since her return.

He got his silent wish as the two guards moved out of the way showing the ex escapee and he let his eyes discretely wonder over her. She looked a little different from the photo in her file, she now had straight long brown hair instead of the curly locks from before, but she was still as every bit as beautiful as in her picture, even more so in person. As his gaze moved to look at her face, he saw the shock that filled her eyes as she looked into his.

Max felt all the air leave her lungs the very moment she looked into those familiar hazel eyes, it was as though everything around her had just frozen as she was assaulted with a ton of pain filled memories.

She saw flashbacks of Ben as a child in Manticore and the times he had told her and the rest of her brothers and sisters stories, She then saw the two of them fighting in the woods and finally she saw her cradling him in her arms while he told her about the good place as she snapped his neck with her own hands.

A familiar chill that always came, whenever she thought back to that day, travelled down her spine and she had to repress the urge to shiver. However as she continued to look into the hazel depths in front of her, she couldn't help but feel that something was different about them, she couldn't place what, but there was a difference.

"452 this is your new unit, unit 6"

The voice of the guard that had brought Max to the barracks brought an abrupt finish to her thoughts and she finally remembered that there were other people in the room.

"And this here" he said as he nodded in the direction of the man that looked like Ben "is your new CO, 494."

- 494? He's not Ben. Of course he's not Ben, Ben's dead. -

Another bout of emotions run through her as she took in this new information. Part of her was relieved that this man wasn't Ben, as that meant he wasn't a prisoner of Manticore like herself, but another part of her wished that it was him, because that would mean he wasn't really dead. She knew that it could never be true though, she had felt Ben die in her arms and no matter how much she wanted to see him again she knew that it would never happen.

Looking at the man in front of her now that she knew he wasn't Ben, she was actually quite surprised that she hadn't figured it out. She knew that something was different, but now she knew what. True he was identical to Ben, but now that she looked, she saw that there was a difference in them. 494 looked more confident and his eyes didn't hold the confusion that was present in Ben's, when she last saw him. It was strange, he looked absolutely identical to Ben except for the difference in their eyes.

She was aware that while she had been thinking the guards had been giving her instructions, but she only really focused on them when she saw that they had started to move towards the door, and she suddenly felt a feeling of panic wash over her and she wished that she could leave with them and face her new unit another day. But she knew that she was being ridiculous and that it was now or… well just now. - Let's get this bitch over with then. -

For the first time since she arrived she glanced at the other members of her new unit and saw that all of their eyes were fixated on her. - Oh God. - Remaining still, she tried to look the part as a perfect soldier. As they continued staring at her she couldn't help but feel the tight ball that had been growing in her stomach since she arrived getting even bigger by the second. Deciding that her best option was to ignore them, she tried her best to make it seems as though she wasn't even affected by their stares. Not that she was. Nope. It didn't bother her in the slightest.

- God how long could a group of people keep staring? -

494 couldn't believe how ironic the situation was. It was a weird feeling to have someone you hated for so long stand right in front of you. For the last eleven years the 09ers had been nothing but grief to him and now there was one standing right in front of him, but the loathing anger he thought would be present, there wasn't. Of course he felt a simmer of anger but he felt more intrigued then anything. He knew that she had been shocked when she had first seen him by the emotion that had showed upon her face, but when she had learned that he wasn't 493 he saw the Manticore mask slam down over her face, and now she had a whole unit gaping at her and she hadn't even batted any eyelid. He couldn't help but be a little impressed.

Looking round at his… their unit he decided that it was now or never for everyone to get introduced. But he knew that introducing them was the easy part, the hard part was figuring out what he would say after that was over? It doesn't matter he thought to himself, as long as you start talking you'll come up with something.

But before he got the chance 564 stepped forward so he was standing beside him. "So 452 you finally arrive" he said sarcastically, but looking at his eyes Max could see they were anything but sarcastic.

Inwardly cringing because she knew what was coming, she wished that she could have just gone back to a minute ago when they were just staring at her. But she knew that it was unavoidable and she was going to get the onslaught about how she was a traitor and how she didn't deserve to be here. Its not like she wasn't used to it, for the last few months any X5 that she had contact with had either just scowled at her or had called her a traitor, some had even threatened what would happen to her if she tried to escape again. All the times that they had called her a traitor she had fought the urge to just lash out at them, but instead she had just ground her teeth.

And not for the last time she guessed she had to bite her tongue and not say anything back, because although she felt like kicking the son of a bitches ass it wasn't really the best plan to piss off the people that she had to work with, especially as she didn't know how long she was going to be stuck here for. So instead she was going to clench her teeth and remain silent as though she hadn't heard the stupid asshole.

"What's the matter, cat got your tongue?" he continued tauntingly "Or did all those years on the outside with your other little 09 traitors make you lose your manners? Huh? Come on aren't you going to answer and Tell us how you aren't really to bla…"

"Enough"

494 watched as every eye fell on him, including the 09er who was obviously shocked at his outburst. But the person who had the biggest shocked expression was 564, who looked not only surprised but a little hurt by his outburst. He felt guilty that he had made him felt that way but he was the CO and therefore he couldn't have any one in his unit singled out.

"452 as you already know I'm 494 and this is unit 6" he said with a nod in the direction of the rest of the unit. He didn't know what he expected for her to say but he at least hoped that she would reply. "Sorry that the balloons and streamers are gone, we did actually set them up for this morning but as you didn't arrive we took them back down and packed them away." Still no reply, God what did it take for this girl to talk? Maybe Psy-ops really did do a number on her. Deciding to take pity on the girl he tried a different angle. "Anyway we only have half an hour till lights out. How about I show you your bunk?" He was actually surprised when she nodded her head, but he didn't let it show. Indicating for the rest of the unit to stay put he started to walk down the corridor towards their units bunks while 452 followed him.

---

As she walked she kept sneaking glances at 494. At first when he shouted he had surprised her, because she wasn't expecting any one, let alone the CO to stand up for her, but when he had cracked hat joke about the balloons, that was what had really astounded her because for some reason she had expected him to sound like Ben. But he didn't seem to have that deep confusion or the anger that was present whenever Ben had talked, instead he sounded confident, and in control, in fact he had sounded a bit like a smart ass.

Stopping he turned and looked at 452 to see her quickly look away and realised that she had been staring at him as they walked. "This is your bunk here, I take it you already know the daily protocols"

"Yes I do"

She repressed the urge to smile when she saw his shocked reaction at her actually talking, but it was quickly replaced with a grin that Max would bet had turned a thousand girls into jelly.

"So 452 actually speaks? Amazing." He said in a mocking tone. Max was confused, one minute he was all solider like and next he was being a Smart Alec. However being rude and taunting was one thing but mocking was another, and she didn't want him to get away with it, with out saying something.

"Thank you sir"

Somehow he couldn't help but think that her reply was meant to have been a mock back at him, of course she had said it in the soldierly fashion but he knew when he was being mocked.

"Goodnight" he said, eyeing her suspiciously before he started to walk back towards his unit. He didn't know why, but he felt like smiling at what had just happened, of course the girl was a little weird and confusing and of course there was the fact that she was a 09er, but for some reason he couldn't help but think that her being around would make things a little interesting.


And just before anyone says that Max is acting a little out of character here, I just wanted to mention that Manticore is watching her so she has to act the prefect soldier. I never got how in 'Designate this' she would just start talking to Alec hwo she did considering he could of reported her and that would of blown her escape chances. Don't get me wrong I loved the episode, I just found that part quite bizarre.

Also thanks to Ellen for beta-ing this chapter.