A/N: I want to thank everyone who helped me out. English isn't my native language but I'm working on the mistakes and learning from them.

DISCLAIMER: blah-blah-blah

Summary: AU. Things are a little different. There all still in manticore. Ben is in Alec's unit and has never met Max or the others. This will be Max / Alec.

Always

Chapter #2

Sensitive killing machines.

Ben's POV.

(A/N: this happens in the place at manticore that Ben called the high place. If you don't know what I mean then watch pollo loco).

My life is as simple as you can get. I do what I'm told then I forget I was told to do so. No pain. No emotion. That's the reason for this whole mess.

I care about my brother and don't want anything to happen to him. Every day I curse myself because something did. Something happened that changed him forever. At first I thought it was a bad thing. I was mad because I couldn't prevent it. But then I got to know the new Alec, and he wasn't such a bad guy. So now I'm angry because I couldn't be there for him. This family thing is really messed up.

I've pushed him my whole life. Making him be as good as I know he can be. But ever since that mission he doesn't see me the same way. I'm not his Big brother anymore a part that I was used to playing. Now I'm just his brother. I guess it's a good thing. You know... him not needing me anymore.

Good for him at least.

"If you stare hard enough does it look any different?" I turned my head to see a beautiful women standing right behind me. I recognized her as 452. One of Lydeckers 'children'.

I've heard rumors about 452. They say she's practically perfect. Everything Manticore wanted when they started creating us. That's all I needed to know about her.

That and her constant goggling at Alec.

"Maybe." We could both hear the clear doubt in my one. After all I don't even know this girl.

"Really? Well I'll have to start starring more often."

She is nice to look at, much to my little brother's taste. Not that anything would happen. I mean there are some X's that are stupid enough to actually try and have a relationship, or whatever the nurses are calling it these days, but Alec's definitely not one of them. Even less now. "What are you doing here?"

She blushed slightly tucking a strand of loose hair behind her ear. "I—I know it's really none of my business but you stormed out of there real quick."

"I'm fine."

"Look 493 I know you don't know me bu—..."

"Call me Ben." she smiled at me a little confused, I guess by the fact that I have a name.

"Why Ben?"

"I don't know. My brother picked it."

"Your brother? Really?" It probably wasn't the best idea to have called him that but at the moment it didn't even register in my mind. "What's his name then?"

"Alec"

"Alec?"

"Yeah. As in SmartAlec." She chuckled softly.

There was a pause in which she stared straight ahead at the sight before us. "Must be nice." She finally whispered.

"What?"

"To have someone that knows exactly what you're going trough."

"It is" She sighed and looked around the site once again. An anxious look crossed her face when she saw the sun starting to go down.

"Shit. He's gonna kill me. I have to go but it was nice meeting you Ben."

"You to" she got up and started walking away. Then she turned to face me.

"By the way I'm Max" she smiled and turned heading towards the barracks. He looked at her walk away with mild interest. So that was 452. Huh.

Alec's POV.

I can't believe this. I just heard 30 minutes of Biggs lecturing me on brotherhood. I mean ME. Now I got to go apologize to Ben. I don't even know what I did. But that's family for yah. How am I supposed to...UMMMP!!!!!!

I stumbled back a few of steps before I regain my balance. I was about to lash out on the unlucky soul that contributed to my bad mood when I saw the persons face. Her face. She was the most stunning thing I had ever laid eyes on.

Long black hair covered her shoulders, embracing her face. Beautiful skin dashed with it. And big bright brown eyes stared back at me with a look of surprise.

"Um--Uh... Sorry I--I didn't see you." I vaguely remember her from before. A fleeting look or trivial encounter. Must've had a serious head trauma back then, If I hadn't really noticed her before...

"Don't worry, it was my fault anyway. I wasn't paying attention." She toyed with the hem of her shirt anxiously that with the added blush creeping up her face made her look adorable.

Adorable??

I coughed nervously when the thought entered my head. For a moment she just stared at me oddly, it made me feel exposed in a way. Then she seemed to come out of her reverie and pointed towards where I was heading earlier.

"I think he's up there." It took me a second to realize that she was talking about Ben.

"Okay, Thanks." She smiled and moved past me. I stared at her retreating back until she was no longer in site.

I turned to continue my task, heading towards Bens favorite place just to find him standing there laughing his ass of.

"What are you laughing at?"

"You. What else is there to laugh at in here?"

"Good point. Listen Ben, I wanted to say sorry about the whole. I know I've changed lately..."

"I know what your going to say and its ok. Really. When you're good and ready you'll tell me, and Biggs, what happened."

"Thanks."

"Anytime little brother." He punched me brightly on the arm as we both went off to the barracks.

"Max." Ben said bluntly knowing I had no idea of what he was talking about.

"Excuse me?"

"Her name is Max" Ben didn't say anything else he just kelp waking beside me with a funny look in his eyes.

The look that usually means he's up to something.

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