A/N - OMG I cannot believe the response to this fic! Thankyou so SO much for reviewing, I loved each and every single one of them!

Okay so this chapter I'm not so happy with. its really slow, and really its just not working for me at the moment but I figured ive screwed around enough with it and decided to put it out there and see what you all think. Anyways I really hope its not to disappointing!

Out of Breath

Chapter Two

Grinding her teeth so loud an Icelandic transhuman flashed her a weird look as she passed, Max made her way through the empty street of TC towards the little building that held the apartment she had reserved for herself while they were setting up the base. Struggling up the three flights of stairs her mind brought to the surface older memories of struggling up other stairs, stumbling and sweating as she was now to keep the shaking at bay till she was out of view. Only now it wasn't police and uninformed humans she had to hide from, but from her own people, people who had all their faith planted in the fact that she had the ability to keep them safe, people who could not see her like this, so broken and helpless. Yearning for the door of her apartment she almost sobbed out loud when she climbed the last flight of stairs saw it, knowing the peace and quiet behind it would enable her to let go, to stop fighting so hard.

Closing the door behind her, she leaned back against it for a moment before opening her eyes, her nostrils widening at Logan's familiar scent, her confused gaze searching the room as she listened for a sound. Realizing the scent was fading, Max relaxed and her eyes fell on a little white note, folded and sitting neatly on the table. Ignoring it she rushed for the bathroom, another jolt of pain making her wince she unsteadily opened the bottle and downed a handful, bending shakily over the sink. Looking at her in the mirror, Max took in the pale face and clouded eyes staring back at her and in her minds eye, the flashbacks began.

Moving painfully back out to the lounge room she quickly read the note and then shuffled over to the couch, collapsing and curling into a fetal like position as the seizures continued to wrack her body and she waited for the typtophan to work.

'Meet me for pasta tonight' the note had read, and Max grimaced as she figured she'd have to take a rain check on that one.

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"This is so not right" Alec grumbled, running a hand through his already dishelved hair as he quickly strode across the command centre to where Dix was now calling him. Max had not appeared all morning, leaving him as the only person for the whole of TC to turn to. And boy was he happy about that. And, all of TC had turned to him, making him even happier. So happy in fact, that he would have rathered a trip to psy-ops than to be this happy again. Sure he'd heard of leaders leaving most of the grunt work to their seconds, hell he'd even indulged in it once or twice, but this was ridiculous, not to mention totally out of character for Max.

"What" he scowled at Dix, ignoring the prickling feeling he got when he remembered his last little encounter with Max. She'd pretty much been the little spit fire she usually was, but something had seemed off. When on the few chances he had managed to catch a glimpse of her eyes he'd realized that there was something more behind them, something more than the usual disregard she usually held for him, something uneasy. And it worried the hell out of him. But he didn't dare go after her, she had told him to go away in no uncertain terms, and he figured away was where he would stay. Besides there was no way TC could afford to have both he and Max out of commission at this critical time, and she'd probably just run to Logan with her problems anyways, Alec scowled, turning his attention back to Dix as he cleared his throat.

"Ah Alec, I know this is none of our business, but, we were wondering about Max." Dix asked the X5, his nerves going into overdrive as Alec stared moodily down at him.

"What about Max?"

"A couple of us have been enquiring of her whereabouts, stating to ask questions" Dix answered delicately, and Alec nodded, getting the drift of Dixs' conversation. He wasn't really all that surprised, knowing the very thin allegiance Max had with the TC residents, her prolonged absence at such an important time wouldn't go unnoticed.

"I have no idea where she is Dix" Alec shrugged, biting back the urge to add 'Why don't you ask Logan'.

"Well it's just that Logan has also been calling here all day asking for her" Dix replied, "Seems no one's seen her since the. ah. short meeting this morning"

Alec's frown deepened as his mind began ticking over, and the uneasiness he had felt began to grow.

"Joshua know's Lil' fella not feeling too good this morning" the dog man huffed, coming to stand beside Dix, his worried expression mirroring the X5s.

"Alright" Alec nodded, running a hand thought his hair, his tired eyes running absently through the centre as he thought.

"Ok so how bout if Josh an me go and check on our friend Maxie, Dix, think you can handle this place while we're gone?" he asked and slapping a nervous Dix on the shoulder he turned before Dix could answer, signaling for Joshua to follow him as he headed once again for the rear exit.

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Smiling sadly Max watched as a droplet of sweat slid slowly down her arm reaching her fingertip before falling to crash against the floorboards of the living room. She sighed.

It had been at least a couple of hours since she had collapsed on the couch, and right from the start she knew she was in it for the long haul - the tryptophan taking longer that usual to kick in. She had remained in a fetal position for most of the morning, ignoring the feeling in her gut that told her all was not right in the world of her and her seizures.

Stretching a little Max grimaced as she felt the headache surge to life once again as she moved, the minutes reprieve she had doing nothing to replenish her energy stores for the oncoming seizure she could feel brewing again. Swearing as she realized that the white pills had been left in the bathroom she decided that getting them was better done sooner than later, before the seizure got bad again and walking would become out of the question. Gathering herself she lifted off the couch ad began the shaky trek to the bathroom.

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"You know, I think I've figured out the real reason Max and her lil' buddies decided to bail way back when" Alec said conversationally, lengthening his strides to keep up with the tall man beside him "I'm thinking to hell with this freedom shit, they really escaped because they were just afraid of the hard work" he continued grumbling as he and Joshua strode through the alleyway to Max's building.

"I bet ya she's not even in there.. I bet ya.." His words trailed away as he studied the dog man next to him, who had at once become alert and silent, taking deep breaths of the air around him.

"What is it?" Alec asked, and seeing Joshua tap his nose in silent reply, he followed him in a hurried but silent and somewhat cautious path to Max's building. Having no idea what danger there could be but knowing that there was definitely something ahead, as was evident in Joshua's careful but purposeful approach, both men stayed quiet and alert as they entered the building and climbed the stairs to Max's apartment.

He could smell fear as soon as they came to the top of the last flight of stairs. Not his or Joshua's, but Max's, wafting through her door and out into the hallway, filling his flared nostrils and causing his heart and stomach to jump and dive. Quickly he glanced at Joshua, who nodded in confirmation and both men paused, breathing the air deep into their lungs while surveying their surroundings, scenting nothing other than Max's toxic fear and finding no evidence of a threat.

"Fuck this" Alec said quietly, the seconds pause already sending his over stressed mind in to overdrive, he blurred to the door and through it in one quick motion, Joshua one step behind.

Stopping so abruptly Joshua was all but ontop of him, Alec drew a sharp breath, his gaze falling to Max, who lay in a ball where she had fallen on the floor, halfway to the bathroom, the seizures once again wracking her small body.

"Maxie" He breathed, scrabbling to a stop next to her, he took in her shaking form. Every muscle seemed to be seizing and tense, her face drawn in agony as her eyes fluttered open to meet his gaze, her brown orbs clouded with pain. "Max what's wrong?" he asked, his brow furrowing in confusion. He couldn't understand it, he hadn't detected any signs of foul play on his way in, and as far as he knew, in their last tangle with White, she hadn't been badly hurt. And the ruins hadn't ever caused that kind of reaction. He reached out and softly brushed the stray strands of hair away from her face.

"Pills. in the bathroom." Max whispered, groaning slightly as a particularly bad seizure swept over her. Looking over his shoulder to where Joshua had been whimpering softly Alec nodded in the direction of the bathroom, and Joshua hurried off in search of the pills Max had spoken of. Gently gathering Max in his arms, Alec lifted and carried her to her bedroom, feeling the force of her shaking travel straight through him, and his heart constricted at the pain he knew she must have been in.

Returning with the half empty bottle Joshua handed it to an unsteady Max, both men watching apprehensively as she shakily downed the rest of the tiny white pills, struggling to swallow them through the seizure. Closing her eyes she tried to calm herself, to let the tryptophan work. She felt Alec move from her side and heard him turn to Joshua.

"Josh get down there quick and get a medic" He said, and Max quickly opened her eyes, her arm shooting out to weakly grasp Alecs arm, her desperate cry of "No" halting both men in their tracks.

Alec blinked and turned back towards her, raising his eyebrows at her pale face he saw her swallow,

"I don't want anyone to hear about this Alec" she whispered "It's just a seizure, I'll be fine soon. please?"

Alec looked down into her desperate gaze, her strained face and clouded eyes causing something deep down inside of him to ache, and unaware of why exactly he was doing it he found himself nodding. Running a hand through his tousled hair and heaving a wary sigh, knowing he could never refuse her - even though he knew it could be a bad move - he sat back down. And knowing that at least for now he would stay, Max settled back on the bed wiling the tryptophan to work .