Disclaimer: I don't own anything except my own characters!

A/N: I got home early today, had no homework, and decided to go ahead give you all a little treat, because who knows the next time I'll be able to update. But yeah, I hope you all like it. And please read and review!

In the gym

Max got to the gym early, thought that she'd get an early start. When she entered, she took a quick glance around, saw some rings, and went straight to them. She lifted herself up and hung upside down with her eyes closed. She loved being in high places. After a few minutes, she opened her eyes, and spotted a beam. She lowered herself so that she was right side up, and started to swing herself. Once she found the right momentum, she let go. She did a somersault through the air and grabbed a hold of the beam.

In the hallway

"Okay man, this is it. Just keep your cool, you're 494, you're the best, anyone would be glad to have you. Just focus on that." 494 rambled in his head as he gave himself a pep-talk on the way to the gym. "No, you have to focus on the mission" another voice in his head said, "but she seems pretty able to kick ass just fine on her own," another voice countered as he opened the door to the gym.

In the gym

Max saw him from her perch when he entered, he didn't seem to notice that she was there, "Maybe I can have a little fun with him," she thought with a twinkle in her eyes.

494 walked in to the gym and didn't see her, "I guess she's not very punctual…maybe she's chickening out," he thought with a shake of his head, as he went over to the punching bag when the hairs on his neck stood up. He closed his eyes and concentrated, then smiled when her heard her behind him.

Max watched intently as 494 crossed the room to the punching bag and had his back facing her. She smiled as she made her move and launched herself off of the beam, but things didn't go quite as planned. In fact, she didn't really have a plan, but she was sure that it wasn't suppose to include them on the ground with her on top, and his arms around her from the catch. "If you wanted to be on top, all you had to do was ask, 452, I would have gladly agreed," he said with a cocky grin plastered on his face.

"I wasn't trying to do this…" Max said as she motioned with her hands to their…current state of posture, then she sat up, unconsciously straddling him.

"Oh? And what, prey tell, were you trying to do?"

"Surprise you, well, actually, catch you off guard."

"Surprise this is indeed, 452, you could always ask, but I guess that the element of surprise adds a little…excitement to it."

"Could you for like, five minutes talk without making any sexual innuendos?"

"Kinda hard when you have a girl straddling you, although I don't really mind it."

Max blushed, then quickly got off of him, "So, we gonna train, or what?" quickly reverting back to her tough chick persona.

"Hey, don't stress it, I really didn't mind it," he said, making his eyes all wide and innocent looking.

"Whatever, come one pretty boy, the sooner we start, the sooner I can kick your ass, the sooner I can go to sleep."

"Well, at least you admit that I'm good-looking, but I'd like to think I was down-right sexy, and I'm also starting to think you have an odd fascination with my ass, also, you don't sleep."

"How'd you know I didn't sleep?"

"Our beds are right next to each other, I can hear you, and I was wondering, why don't you sleep?"

"Too much shark DNA in my cocktail."

"Oh, that's interesting."

"Not really, are we done with the small talk? Cause I really just wanna kick your ass already."

"See, there we go again, your fascination with my ass, it's a little unhealthy, don't you think? And you're being kind of rude, I mean, I wanna do some stuff too, but you don't see me ordering you around."

"You are a cocky-bastard, aren't you!"

"No, it's all pure confidence."

"Whatever." Max said with a wave of her hand and got into a fighting stance, 494 quickly following.

A/N: Please read and review!