Recap:

"So I'm gone for a few hours and you go and get yourself shot!" Max said folding her arms and walking to the side of his bed. George sleepily opened his eyes and gave a boyish grin that came out as a pain filled grimace.

"Sorry Miss Max." George said tiredly, Max sat gingerly on the edge of his bed.

"Don't be! The doctor said you're going to make a full recovery, so you can make it up to me when you're better." Max said waving a dismissive hand. George smiled kindly at Max; though she could tell in his eyes he knew the truth and he just decided to play along with her ruse.

"Your right Miss Max!" Georges smile disappeared as he looked at Max "They were after your tech!" George said slowly his voice strained in pain.

"Talking" 'Thinking'

"What do you mean? Who was after the tech?" Max asked looking curiously into George's pain filled eyes. He opened his mouth to say something but was stopped by a coughing fit; Max moved forward and firmly held his shoulders as the spasms wracked his weakened body. He took deep breaths as the coughing fit settled down, she gently let his shoulders go and laced her fingers with his firmly holding his hand to offer support the only way she knew how.

"I... didn't... see... them." George said slowly as he breathed deeply trying to take in enough air to feed his failing lungs. "But... I hid... "George gasped and squeezed his eyes shut in pain "I hid the Blue Eyes." George said after he regained his composure. "You know where!" Max looked at him and nodded slowly, hating the fact that he was sitting here dying and there was nothing she could do about it. And hating even more that he was dying because some asshole wanted her technology and he had protected it, it was her fault and she hated herself for it.

"George your great!" Max said brushing some hair out of his dull eyes. "I might not say this often, but I love you George!" Max looked down at the man who had protected her since her parents had adopted her. And like them he was slowly slipping away and there was yet again nothing she could do about it. In the back of her mind it registered that the monitors were starting to beep slower than they had when she first entered the room.

"Max." George smiled a shaky smile of pain filled happiness as he squeezed her hand with as much strength he could muster "I love you too. You're like a daughter to me. So please don't be don't be sad. It's my time, I have to go. Live your life, be happy, and let someone in." George smiled again his grip on Max's hand loosening "Let yourself love, it will heal you." George closed his eyes and fell back on the bed as if in slow motion.

"G-George?" Max said her voice shaking with an unconcealed fear. He didn't respond. He didn't move. He didn't blink. He didn't breath. The monitor stopped beeping for a second before it let out one steady high pitched whine. Max closed her eyes and stood up her hands balling themselves into fists. Three nurses came running into the room, rushing over to check on his vitals and see if there was anything they could do.

"Paddles!" One nurse shouted to another, Max couldn't stay, couldn't bear this happening again. So she did something she had never done before. Max turned and ran, ran out of the room pushing past the doctors that were now coming in. She ran past Seto Kaiba who was standing there waiting for her. Max ran out of the halls and down the stairs, she ran out of the building feeling cold wet rain drops landing on her unprotected head. She saw Mokuba and his group of friends standing under umbrellas, obviously Kaiba had called his brother; Max ignored them and kept running. She disappeared around a corner and into the night. Kaiba exited the building seconds later following her; he ran over to Mokuba and bent down.

"Mokuba, where did she go?" Kaiba asked, looking almost pleadingly into his brothers eyes. Mokuba pointed in the direction Max had run.

"She went that way! Seto what happened?" Mokuba asked confused.

"Yeah Kaiba! What did you do to her?" Joey asked stepping forward his fist raised. Kaiba glared at him and turned to his brother again.

"I'll explain later! Can you go home with them?" Kaiba asked pointing to the group.

"Yeah, I'll take him home." The boy with pointy hair named Tristan said, Kaiba nodded and turned away looking quickly in the direction Mokuba pointed before he started off at a run after Max.

----------

Max ran. She didn't know how long it had been. She didn't care how far she went. She didn't care where she was going. She didn't care where she ended up. George, Max couldn't think about his name without a pang of guilt and sadness. Since she was adopted he had always been there, he helped her through her parent's death, and he was always there when she needed him. From bad dreams to a bad day at work he had always been by her side now he was gone, he was gone and there was nothing neither she nor anyone else could do. What is the point of having money and technology at your fingertips if they couldn't help the people you cared about in life? The weather seemed to match Max's mood as the rain started down harder and the wind picked up, she didn't care the rain had already soaked her clothes and was running down her face like the tears that wanted so badly to be shed. Max stumbled once but regained her footing and continued on. Her heart was pounding against her ribs painfully and her breath was coming in short gasps.

"Max!" Max's steps faltered at the voice that was calling her, she half thought it to be her imagination until the voice repeated itself "Max stop!" She stopped her foot landing in a puddle and splashing her already soaked pants. Max turned around her chest heaving, she looked at the figure emerging from the shadows. A second later Seto Kaiba stood before her. Kaiba was frowning, but he didn't look angry. Instead he had a look of concern gracing his handsome features.

"K-Kaiba?" Max said weakly swaying on her feet as fatigue came over her. Kaiba's eyes darkened for a second before he moved forward and caught her, Max looked up at Kaiba almost pleadingly before she felt an over powering darkness come upon her, she gave up and let it take her over swallowing her in its inky depths. Kaiba frowned in concern and pressed the button on his jacket before he took it off and wrapped the jacket around Max's shivering body. Looking up Kaiba spotted the limo coming down the road, he picked Max up and waited for the limo to stop in front of him before he opened the door and sat down. Kaiba pulled max onto his lap and wrapped his arms around her to offer her shaking body some warmth. Kaiba looked down at Max carefully veiling his concern, she was soaking. Her hair was plastered down by the rain that had fallen unforgivingly down on her, she was she was paler than her usual light complexion though a light pink did show on her cheeks where the warmth was finally getting to her. Her lips were lightly touched with blue from being exposed to the cold so long, Kaiba frowned and pulled Max closer to himself rubbing her back in an attempt to make friction and warm her faster.

"Sir, how long was she out there?" The limo driver asked turning up the heat as he saw Kaiba trying to warm the girl.

"Almost a half an hour." Kaiba said darkly, his hair also dampened by the relentless rain. Though his long coat protected him form most of the freezing gale.

"Where to Mr. Kaiba?"

"Back to the house!" Kaiba ordered from the backseat.

"Wouldn't a doctor be better sir?" The driver asked cautiously.

"She just ran away from a hospital! I'm not about to take her back to wake up in one." Kaiba said glaring at the driver in the mirror.

"Y-your right Kaiba sir!" The driver said mentally smacking himself as he pulled away and drove off into the night.