The four friends near a quaint motel in the small town the familiars are supposed to be hiding in. Max and Alec park their bikes in an alley, just short of their destination.

As Alec and Sketchy hop off the bike, Alec turns to him, "Remember, no one can know who we really are or why we're here. Leave the talking to Max and I. Our lives depend on it, got it?" Alec shoots him a deadly serious stare. Sketchy nods, eyes wide, and gulps. Sketchy thinks about how going undercover looked more fun in the movies.

Original Cindy and Max hop off and all four get ready to go in together. A night breeze brushes past them, sending chills up their backs as they regard the quiet motel. Max takes lead of the group and opens the door, with Alec not far behind. Though Max chooses to go without, Alec checks for the gun tucked behind the small of his back. Sketchy didn't want to be last, so he follows Alec in and Cindy trails in afterwards, checking behind her, as the front door with a bell tied to it slams shut.

The clerk is a professional-looking woman, appears about 30. "Hi there, how can I help you all?" She's smiling but it doesn't put anyone at ease. Max and Alec walk up to the front desk.

"Hey, yeah, we're just a group of friends passing through on a road trip." Alec begins, smiling at Max and then smiling back at Sketchy and Cindy, who do their best to fake the same smiles in return.

Max smiles back at Alec before turning to the clerk; smile still on Max's face. "Yeah, and we've been driving for, like, what feels like for-ever," Max explains, "and we'd totally love it if you had an empty room we could crash in."

The clerk regarded them all; her own smile still in place, "Give me just a minute, please." She turns to her computer and then back at them. She cringes, "Sorry, but looks like we only have one room left, and it's just got a single, twin bed." Her look is falsely sympathetic.

"No problem, we can make that work," Alec chimes in, "We all shared dorms in college and it can't get much more cramped than that." He dismissively waves his hand, before he shoots a wink at the clerk.

She looks stunned for a minute and then her smile is back, a bit of grudge behind it though. "Alright, then. Very well. That'll be 50 dollars."

"For one small room? You've got to be kidding me." Max says, breaking her cover, while huffing and rolling her eyes.

"It's fine." Alec responds and shoots her a pointed look. He pulls out his wallet and from that he pulls a stack of money. He finds a 50 and hands it to the clerk. She smiles and tosses him a key, which he catches, of course. "Room 12." While putting his wallet away, he nods at her and the four turn to go towards their room. "Oh, and before you leave, a name?" The clerk asks, hurriedly. Max and Alec look at each other.

"Smith." Alec says, just before Max says, "Molly."

"Smith, Molly. Alright, got it. Enjoy your stay." The clerk smiles before going into the backroom.

"Great way to keep your cover there, Max." Alec looks at her with a bit of tension.

"What? 50 dollars is way too much!" Max shoots him a look. "I doubt I even want to know where you got the money."

"Some business ventures are paying off." He offers. "Money is not the issue. You could've blown everything. I guess you didn't hang around long enough for Spy 101." Alec throws back.

Hitting a nerve, Max stares knives into Alec. Sketchy just listens, while looking around, awkwardly. Cindy watches the two, making sure they don't brawl right then and there. They arrive at their room door and stop.

"Just open the freakin' door, Monty Cora." Max rolls her eyes.

"Hey, I still stand by that as being a clever play on words." Alec defends, as he fishes the key from his pocket and unlocks the door.

Upon opening the door, they confirm that the room is as promised. Tiny. There's one modest bed in the center, a TV that looks like it's older than Max or Alec, and one closet-sized bathroom.

Alec looks around for the remote. Max puts the one bag, that they all shared, down. It contains, among the basics, the cameras they had stored away before entering the motel. Cindy goes into the bathroom. Sketchy peeks out a dirty window, shrouded by a thin, lace curtain.

Upon finding the remote, Alec discovers something awful. "There's no cable. There are zero stations here except a grainy news one. This is a tragedy."

"You're the one who forked over a 50 dollar bill. Guess you should've asked about the cable situation first, huh?" Max flings her words at Alec with a cocky turn of her head.

Inside the bathroom, Cindy screams. "Cindy? What's wrong?" Max asks, as she leans against the door. "A mouse!" Quickly finishing, she opens the door and dashes out.

"Don't worry, OC. I read in the paper transgenics have cat in them. Max and Alec have got this." Sketchy shares, humorously. Max and Cindy just rolls their eyes. Max appears out of the bathroom, holding the furry intruder by the tail.

"I'm gonna go put him outside." Max announces, at a loss of what to do with the mouse.

"Or that could serve as your and Alec's dinner." Sketchy chimes in. Cindy smacks him upside the head.

"Thank you." Max says to Cindy.

"Well, I dunno about you, but I need way more than that for dinner." Alec shares with the group. "Speaking of which, why don't we get some after Max comes back? There's gotta be a 24 hour joint somewhere around here. Plus, it'll be way more exciting than watching a grainy news broadcast."

"Yeah, good idea, Alec." Sketchy says, slapping him on the back.

"I'm in." Original Cindy responds. Max nods, "Okay, but we got to be careful. Stay alert." With that, she's off to escort their unwanted roommate out.

Meanwhile, Logan is having an interesting evening himself.

"A retrovirus? Now, why would they do that?" Sandeman quizzes.

Logan sighs and shakes his head. "Long story that I'd rather not share. So, you think you can help us?"

The older one thinks for a moment. "I should be able to, but it'll be impossible without a suitable lab."

"There's your old one. Maybe we can salvage that."

"Perhaps."

"If not, I'll find you a new lab. Max and I have been trying to get a cure for a while."

"Max. There was the name Logan mentioned before. Apparently, the name his chosen one had somehow gotten," Sandeman thinks to himself.

"How do you know… Max?" Sandeman asks, regarding Logan with skepticism.

"...She broke into my place. Another long story I'm not wanting to get into." Logan explains, studying the scientist.

He merely nods, realizing there's no sense trying to get all the answers to his many questions right this instant. He looks around his former house.

"I've seen this place in better conditions before." He shares, as he slowly gets up and walks over to dust off a fallen book and put it back in place.

"I don't doubt that. I guess homes sort of go downhill after being abandoned for over a decade." Logan shoots back. "Why'd you leave anyway?"

Sandeman turns to face Logan, "Long story." He smirks, having turned the younger man's words back on him. Sandeman notices a blanket on the couch, apparently where Logan's been sleeping. His brows wrinkle. "Why sleep down here?"

Logan looks up from where he's sitting, by his computer. He's also confused. "I don't know. Where else is there, besides the kitchen and basement?"

Sandeman looks up the staircase to their right. He waves a hand for Logan to get up and follow him. Curious, Logan does.

"The steps may be old but hopefully they are still strong enough." Sandeman takes the first dusty step and it creaks and gives but doesn't break. Logan cautiously follows behind.

"There are bedrooms up here. At least, there was last time I were here." Sandeman explains. There's a few broken steps along the way that Sandeman spots and warns Logan to step over. When they reach the top, Sandeman pulls on an old light that slowly flickers on. Spiderwebs fill the halls.

Sandeman waves his hand and they fall apart. The first room they arrive at is the master bedroom. The door is open. Though dusty, one can see that a large, wodden bed, with a royal blue satin comforter messily on it, sits in the center. There's a nightstand beside it. "My wife and I used to share this one." He takes a deep breath. "Of course, that was a long time ago." Logan listens intently and watches. "She's… not around anymore?" He asks, apprehensively. "No." Sandeman replies, as he shakes his head. There's a solemn expression on his face. Logan wonders if she shared Wendy's fate, as he stares at Sandeman.

"You're wondering. No, I didn't do it." Sandeman answers the unspoken question. "Let's be going." He states as he makes his way further down the hall. There's another bedroom. It has rocket ships all over it. "One of my son's." He explains.

"Ames'?" Logan asks.

Sandeman is surprised at that. "No, not his. My other one. How do you know of Ames, I wonder?"

Logan pauses and contemplates what he should say. "I've met him."

Sandeman holds in his numerous racing questions. "Is he well?" He asks.

"...He has a successful career." Logan swallows and that's all he can say right now.

Sandeman registers the grave tone and nods without pressing further. "No, this was my youngest's room. ...Once upon a time, anyway."

They keep going and the next room is blank. There's no design on the walls, just blue paint. There's no bed or tables. It's empty. "This is what was once Ames' room… before he moved out."

Logan stops and thinks again. Perhaps, Ames had left home like Ray had.

"Thank you for the tour but it's a bit dusty up here. I think I'll stick with the couch."

Sandeman nodded. "Very well."

They turn to leave and as they pass the hallway again, Logan notices what looks like a portrait. It's almost completely covered in dust. Sandeman notices Logan starring. He doubles back and brushes the dust off with the cuff of his sleeve. The dust being removed reveals a… family. There is a beautiful woman, a man that looks like a mix of CJ and Ames, and two boys. The eldest's eyes are shining and there's a slight smile as he stands next to his father, who looks dignified in glasses, a sand-colored sweater vest and also wearing a smile. The younger one has a bit of curly, brown hair and is sitting on the auburn-haired, hazel-eyed woman's lap; they're both grinning.

Liquid forms around Sandeman's eyes. He wills it away but a single tear drops onto the old burgundy carpet lining the hallway. It doesn't take a rocket scientist, or a brilliant geneticist, to put the pieces together.

"That's your family…" Logan's states. His words are just above a whisper.

Sandeman is brought back to the present, to the old and empty house. He nods and wipes the tear away. "That was the past, however. Can't go back, only forward." He replies, matter-of-factly, with sad resignation.

He looks toward Logan, "About you and Max, do you know where she is? The faster I can meet her, the faster you get a cure." Sandeman wants to find Max as much as she's wanted to find him.

"She's out. Running some important errands. She should be back tomorrow or the next day."

Not exactly the news he was hoping for but he accepts it. They both go back down the stairway. It's late and Logan settles down on the couch. Sandeman dusts off a cushioned chair and sits down, cane resting beside the chair. The upstairs being too full of memories.

A silence fell upon the house. Sandeman read, while Logan worked on some notes on a notepad. A couple hours pass and sleep overtakes them both.

Back at the small town, the four friends silently creep out of the motel like teenagers sneaking out of their parents house for a party. All of them hoping not to run into the creepy clerk. Before leaving, Cindy spots and quickly grabs a map of the town in the lobby.

"Alright, so where to from here?" Max asks, let her hands fall and slap against her jeans.

Cindy reading the map says, "Looks like there's local diner a couple blocks over, boo." She walks over next to Max and points it out. Max nods. "Sounds like a plan."

Max and Cindy lead the group this time. After several minutes of walking around the completely empty town, Sketchy sneaks up and spooks Cindy, who jumps, screams, and spins on Sketchy. "What the hell were you thinking? You almost got put into a world of hurt."

Laughing, Sketchy put his hands up. "Wasn't me" He points at Alec. Alec looks at Sketchy in surprise. "Hey, don't pin this one on me. I kept my hands to myself, thank you very much."

"You both are going to end up with broken hands, if you don't cool it." Max threatens.

"Hey, I didn't even do anything!" Alec protests.

"Shut up, Alec, before you wake the whole town." Max warns.

Alec looks around at the deserted roads and shops. "Uh, if you haven't noticed, Max, I'm pretty sure there's no one in this creepy ass place to wake." He looks back over his shoulder as the wind blows.

"Yeah, what if the diner's not open, guys?" Sketchy asks.

They walk five more minutes and turn a corner to the street that the diner is located. The lights are on.

They all stop and look at each other. Sketchy and Cindy's stomachs growl. "Look, I know this whole town is extremely creepy but I've got to eat and I'm pretty sure they're the only place open at this hour." Sketchy explains.

Cindy nods. "Yeah, I've got to get something to eat."

Though they can go without food, Max and Alec aren't letting their friends and teammates go alone. They all nod and head towards the diner. When they get there, it's almost as if they stepped back in time. 50's music is playing and the diner decor matches the tunes.

"Whoa." Cindy says as she steps inside.

"This must be where the local sock hop is held every Saturday." Max adds in, sarcastically.

There's a couple other people eating at the tables and there's a friendly young woman waiting to seat them. "Just the four of you?"

"Uh, yeah." Alec answers.

"Right this way." They follow the light brunette-haired woman in a sky blue apron, her hair in a bun.

They all sit down in the booth she stops at. She hands them menus. "Vegetable soup and grilled cheese are our specials for this evening. Can I get you started with some drinks?"

Sketchy and Cindy each order their favorite soda. Max and Alec get waters. Max and Alec share a look; both trying to determine the deal with this place. Is it relatively safe or should they be majorly concerned?

To Be Continued.

A/N: I'll post more. I just want to post something to let you all know I haven't given up on this story, though it's been ages since I've updated. Sorry! I reread your reviews and saw how many favorited this and knew I needed to return to it. Hope this is an okay update. :)