Disclaimer: I don't own Dark Angel or any characters featured in either of the seasons.

With Ben In Between

It had been 3 months since they had officially started dating. It had been 3 months since Max, without realizing it, started to let Ben go. Alec slowly took down her barriers and she found herself falling for him, but still pinning for Ben at the same time. He was always in her thoughts, even when she should be thinking about nothing but Alec. Things were complicated. To top it off, Cindy always gave her that look, the look that spoke everything she had said that first night. But Cindy never said anything to Alec about Ben, nor did Max. But Cindy did say one thing to Max one night after Max talked about the fun with Alec, "But Boo, no matter Ben is in between you two, always." Since she had said that, Max had pondered over the statement.

"Hey you," brought Max out of her thoughts. Looking up she was greeted with dancing hazel eyes that belonged to Be-Alec. Alec.

"Hey yourself," she responded smiling. Alec leaned down and captured her lips in a kiss that made her toes curl. He could kiss, that was for damn sure. When he pulled away, "I think I want another." Smiling he leaned down and kissed her again. "That's better, so how was your day?" Looking at Alec, Max noticed he was in his Manticore fatigues.

"Long, tiring and boring. I think my dad is catching on that there is a girl who is stealing my concentration." He smirked walking into his kitchen and grabbing an apple. "What bout you? Anything interesting"

At that moment a flashback hit her.

Ben leaned against the island in the kitchen of their loft, he was wearing baggy sweat pants and old paint splattered t-shirt and started chomping into an apple. He looked hot. "So you wanna model for me?" He asked not quite sure he was understanding what she was saying.

"Why not? Think of it as just a little thing for you and me to do," Max answered walking up to him with her head cocked.

"Why do you want to do this?"

"Because I want to see you working, on me," she responded saucily. Ben raised an eyebrow. God he was so sexy when he would do that. Standing in front of him she looked up to stare in his eyes, "Plus I'd rather you take my picture than some chick you found on the street who had a nice rack."

"I found you on the street." He said referring to when they had first met. They had ran into each other outside his apartment. She was drenched and couldn't find a hotel. He knew the feeling and offered for her to come up to his apartment to get dried off. From there became friends during the torrential down pour, and by the end they decided to meet up again. From there they moved in together, and here they were now, still together and in love. "And I think you have a great rack." He muttered.

A week later she put on a blond wig and a little pair of white undies and posed for him, and just him.

"Max? Max?" Snapping out of her reverie, two things happened. First, she saw Alec looking at her confused. "Where did you disappear to?" And the second she felt something melt away.

"Uh, no where just thinking that you need a shower because you stink, and then you need to make me something to eat and watch a movie of my choosing."

"All about you is it?" He asked smiling.

"Why of course didn't you hear? I'm the queen bitch and you are at my beck and call." She responded walking up to him and wrapping her arms around his neck, "Of course if you don't want to, I'll go call on Biggs." She was referring to when Biggs had told her if she was ever tired of the dumb ass, Alec, to come call him. Walking away she crocked her finger to make him follow.

"You wouldn't dare!" He exclaimed, when she just smiled he rushed after her and threw her over his shoulder. "Let's see if you can even walk to Biggs!" With that they disappeared into his bedroom, for several hours.

Hours later, laying in Alec's comfortable bed, Max had her head on his shoulder she relaxed as he lightly ran his fingers up and down her arm, while his other played with her fingers. It had been their first time together and Max was a whirl wind of emotions. Flashes kept flashing in her mind.

"Maxie…I think I love you," Ben whispered into her ear. They had just made love for the first time, he was laying on top of her, wrapped securely in her arms.

"Ben you think there will be a day we don't want each other anymore?"

"No, never."

"Ben you ok?"

"Manticore destroyed my life, you gave me a life. I…uh…Maxie…marry me?"

"Do you ever think about trying to talk to Alec again?"

"Alec is Manticore! Manticore is everything I hate! I want nothing to do with them!"

Each those moments with Ben, moments she shared with only him. Closing her eyes, pieces of her heart melted away, but it didn't hurt or scare her. She felt…relief.