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

A/N: thanks for the reviews, PLEASE keep them coming! And to Bella1812, don't worry, I'm doing my homework! Well, at least most of it! jk lol! Enjoy!

In the Gym

Max was taken aback by the personal question when she caught something in 494's eyes. She wasn't clear about what it was, but something about it made her do something she didn't think she would ever do, at least not while back at Manticore, hell, she never imagined she would have to come back to this place. "Well…back then I didn't really know why. I mean, Zack was our CO, he told us what to do. Besides, escape to what? We didn't really know if anything existed outside of Manticore, right?" at his nod, he continued. "It all started when Jack started getting seizures, one day it got bad, and the guards took him away, later that night I went snooping around and I saw doctors cutting him up, with Deck drinking his cup of coffee, overlooking it all as if he were watching the morning news. Then a couple nights later, I started getting seizures, and Zack got scared, I was the youngest of the unit, and everyone kind of looked out for me. So he decided to escape before they took me away. So, I guess in a way it's my fault." She finished with unshed tears in her eyes as she replayed the events in her head and saw Eva getting shot.

494 was feeling a myriad of emotions, he didn't know what to think, but he also didn't know how to express most of what he felt without sounding too mean, or hurting her. Then he saw the sheen in her eyes and felt even worse, so he gently placed his hand on her back and started rubbing it in comforting circles. Max then unconsciously leaned into him. "This feels nice…I bet other things could feel nice too. Man, she was right, I can't go very long without any sexual innuendos." He thought with a smile, then looked toward her and asked, "You said you're CO was Zack, you mean 599, right?" at her nod, and the unfortunate moving away from him, he continued, "And you also mentioned other names, what's your name?"

"Max."

"That's nice." he said with a small smile.

"You should have a name too."

"I never really thought of that, what name do you think would be good for me?"

"Cocky bastard rings a bell," she said grinning.

"Uh-no."

"Okay, how bout Alec? Ya know, 'cause you always say such smart-alecky comments."

"I like it."

"Good, my next choice was dick." She said with the cock of her head as she got up. "So, Alec, we gonna get on with this training session so I can finish kicking your ass?"

"I may not be able to go five minutes without any sexual innuendos, but you can't go five minutes without thinking about my fine ass."

"Yeah, I think Dick would have been more suiting."

"Well, I honestly think that, and don't let this all go to your pretty little head, but I don't really think you need much training from what I've seen. 657 is one of our best," he took a pause, then quickly added, "although I am much better," with a smile. Max just smiled and shook her head, "I'm starting to like him already, it helps that he's drop-dead gorgeous."

"Well, we got about 20 more minutes, so yeah, you're suppose to be the trainer, what do you want to do?"

"I could think of a lot of things that we could do in 20 minutes, but I doubt you'd be up to it."

"Whatever, come on pretty boy." "Well, I was starting to like him."

"Come on Maxie, show me what ya got, and don't hold ba-" SMACK! "She PUNCHED me! AGAIN!"

"I think Deck made a mistake in choosing you to be my trainer, you can't even remember to pay attention! And it's MAX!"

"You really gotta stop doin' that!" Alec said as he gave her an uppercut which sent her stumbling backward. Then they went at it with a series of punches too fast for ordinary eyes, but Max was a little bit slower, just slow enough to give Alec the upper hand. Just as Max was tiring, he took his opportunity and gave her a few select jabs and punches that did the finishing touch and knocked her back to the ground. He bent over to give her a helping hand up, "I think that's enough for one night. But if we keep this up, I'm sure you'll get better and faster."

"I know I will." She said with a smile.

"Now who's the cocky one?"

"I guess that'd be me."

"Well, it's almost time for lights out, just enough time for a shower, care to join me, Maxie?"

"I'm not even gonna respond, lets just get back to the dorms." Alec just smiled and followed her out the door.

A/N: Read and Review! Oh, and I already have the other chapter done, I think after that I'm going to add some more fun to it! hehe. But you'll never know if you don't review, you review, I'll post, deal? Deal.