"You have the most amazing eyes! I could get lost in them forever!" she cooed.

"Really?" he laughed "Well, you have the most amazing…" his eyes looked her over, letting her know what he was thinking, before settling on her face "smile?" he teased.

Laughing, she leant closer "Maybe we can come to some kind of arrangement" his smile grew wider and huskily he replied "I'd really like that!"

'God!! I can't believe I have to sit here listening to this drivel' ok so she didn't really need to be there but she couldn't tear her eyes away from the scene. 'Why's it always blondes with you anyway? What are we brunettes not hot enough?' she scoffed at the thought 'please, I could have guys queuing a half mile round the block for a shot with me, but at least I have more self-respect than that… that...dumb blonde floozy!' she spat. She felt herself grow increasingly agitated as the blonde sidled even closer to Alec. Her face flushed as she experienced an unidentified emotion when she saw Alec shift on his stool to allow her closer proximity to his body.

Max's eyes were wrenched from the scene as OC materialized before her eyes.

'Hey boo, long time no see. You feelin' ok?'

'Hey OC, yeah girl, I'm fine, why wouldn't I be?' she said trying to sound confident and failing miserably, the uneasiness in her voice was blaringly obvious.

'Hmm, OC ain't too sure but she be thinking you's comin down with somethin' OC mused, a knowing twinkle in her eye

'Oh really? Ok, I'll bite. And what oh wonderful doctor OC, do you think I'm suffering from?' she said joining in with OC's game, anything to keep from looking at the sickening sight at the bar.

'First of all, doctor? Hell no! I can't work no briefcase and stethoscope outfit! It's Nurse OC. Ain't no lickety chick ever been able to resist when OC's got her nurse's outfit on!' OC clarified making Max shake inwardly with laughter.

'As for what you suffering from, I diagnose an acute case of the green eyed monster, but boo, that's not what's got me concerned' she said seriously.

Max had been about to protest but hearing the gravity in OC's voice, her complaint had halted in her throat and she waited to hear OC's verdict

'What's got OC really worried is the chronic denial you got infectin yo' mind girl!' OC whispered in the voice she always used when she was pleading with Max to heed her words. Max stared long and hard into thin air, where she could picture her Cindy. She felt something rise within her, screaming to be let out, but she stubbornly fought against it. When OC saw her struggling with herself she sighed and shot Max a baleful look. 'Think girl, this is just what you did with Logan and look how that turned out' Nodding over to Alec 'over there is your second chance, to get it right. Don't let yo denial cost you boo. The longer you fight it, the more likely it'll be that fate or something'll take it away forever'

Max swallowed hard. Her mind went over OC's words again and again. She wasn't stupid; she knew deep down that it was her subconscious talking to her really. 'Is is true? Do I…could I?' she asked herself 'I care about him sure, but I don't, I couldn't possibly…' she took a big gulp of her drink, refusing to let herself actually think the thought out loud, repressing it even within the confines of her mind. Glancing back at Alec and the blonde for the thousandth time that night, she felt something clutch her heart and yank it as her eyes followed the blonde's hands as they stroked Alec's thigh and upper arm. She swallowed painfully at Alec's appreciative expression and stood abruptly, ignoring OC's head as it shook disappointingly. She grabbed her leather jacket and left the club from the backdoor.

Once she got outside she looked around to see if she was alone, she was. Jumping, she yanked herself up onto the fire escape and climbed up to the roof of the building. It was raining, that deceptively fine rain that soaked you right through before you even knew it, but Max didn't really care. She stood there, letting herself grow steadily saturated. Her head was flung back and she wrapped her arms around herself protectively, as she searched the dark clouds that seemed to be mirroring her tumultuous emotions. Her eyes were stinging a little but she blamed it on her staring up into the rain.

It had been two weeks since they'd agreed to a night off to unwind once in a while. They'd been out another three times since but each time, it had been her and Alec. There was never anyone else getting in between them. 'It's always been us; it's supposed to be just us' Until tonight. She cursed the blonde haired intruder repeatedly and then she cursed herself. Alec had looked over at her, waiting for her consent, when she swanned over asking him if he'd mind dancing with her. But instead of telling him how she felt, she'd shrugged casually at him so that he'd think she didn't care what he did. That she wasn't disappointed and she wasn't feeling abandoned.

She didn't even know why she had done that, why she felt the need to deny those feelings. It wasn't like it meant more than just the fact that she didn't want to be left alone, it had nothing to do with the fact that she didn't want to share his affection with another woman. And even if it was, it was only natural considering they'd done everything together for the past ten weeks, of course she'd gotten used to having his undivided attention. 'This really sucks; I should never have let myself grow so accustomed to having him around. What did I think I was doing? What did I think was gonna happen to me when he found himself a girlfriend he'd rather be with?' Truth was she'd never even entertained the possibility, it had never entered her mind 'It's gonna be back to being on your own again that's what! He'll drop you and he won't even look back when that day comes' she thought tragically. She shuddered, more because her thoughts terrified her rather than cause she was soaking wet.

Alec smiled emotionlessly, but disarmingly all the same at the blonde chica slobbering all over him. He wanted to roll his eyes at the drivel she was spewing. He grimaced inwardly as he recalled a time when he hadn't really cared what a girl had been saying so long as he'd gone back to hers that night. For some reason or another, he couldn't bring himself to make do with that anymore. 'Wonder what Max is doing?' he thought for the fiftieth time already. Looking back to where he'd been sat he noticed Max wasn't there anymore. He scanned the club for her, feeling himself grow angrier with her than he had been when she'd so casually fed him to this wolf in sheep's clothing he thought as he eyed the blonde with hidden disdain. She danced horrifically; it was like trying to manoeuvre with a grandfather's clock, she was that wooden! Course at first, cause he'd been that so annoyed by Max's casual shrug off he'd tried to annoy her, make her see what she was missing, by making a play on the girl but it obviously hadn't worked! He found himself missing her instead. He sighed inwardly.

From the corner of his eyes, he caught a flash of dark brown cascading locks at the far end of the club. It was dark but the figure was roughly the same height and size as Max. His keen eyes caught the faint outline of a man too, they were dancing! 'Well that's just great Maxie, here I thought we'd have another great night out together and not only did I get lumbered with her, no thanks to you, but you're off swanning around with some…' his angry rant was momentarily cut short by the vision before him. His eyes narrowed 'some rat bastard, it would seem'. The man had his hands on Max's ass and he was grinding himself against her.

Seeing red, Alec stalked towards them, ignoring the confused 'huh?' that squeaked out of Blondie. Angrily, he tore the guy away, shoving him away from her, resisting the urge to break every bone in his hands for daring to touch Max, before he turned back to her. 'Oh shit!' he thought; his widening with surprise as he instantly saw the major boo-boo he'd made. 'She doesn't even look like Max, she has blue eyes and she's..she's pale! What the hell were you thinking, moron?' he scolded himself.

She was staring incredulously at his crazy jealous interruption "Umm, sorry" he began, his hand scrubbing the back of his neck embarrassedly, but the look on her face gave his confidence back to him "I couldn't help myself, you're way too good lookin' to settle for a guy treatin you like that" he said charmingly, smiling at her when he saw he had her hook line and sinker. "Uh-huh?" she nodded her head dreamily. Glancing around he saw another man who seemed to be interested in the girl, judging by the dark looks he was getting from him. Grabbing him and shoving them together, he said "Now this guy'll show you how to really treat a woman!" he quipped before he hightailed it out the back exit, not catching the looks of disenchantment and gratitude he'd gotten from his unexpected move.

When he got outside, he shrugged himself into his jacket and scanned the alley for any other surprises. Seeing as there was no one else out there, he took a deep, cleansing breath and exhaled slowly, trying to shake off the feelings that had surged through him when he'd thought that Max… he shook his head as the emotions threatened to rise. As he let the rain cool him down, his heightened senses alerted him to another presence. Concentrating, his senses led his eyes to the roof. Smirking as he realised who would be up there, he made his way up silently, so as to sneak up on her.

As he reached the top, he was arrested by the sight. Max looked distraught. She was just sitting there, soaking wet. Her arms were wrapped around her, knees drawn up under her chin. But it was her head, as it hung sadly that had him arrested. He wasn't entirely convinced it was just rainwater running down her face. He cleared his throat as he padded over to her, reading the emotions on her face as she watched him approach. 'Relief, sadness, disappointment….hmm, interesting sequence' he thought. He eased himself down beside her and sat there patiently. He knew that eventually, she'd come out with whatever was bugging her this time. However, he hadn't expected it to be what came out of her when she did decide to speak

"Come to tell me how you won't be back 'til tomorrow?" she asked.

"huh?"

"Please Alec, don't even bother pretendin. It's cool, I'll just see you tomorrow, 'kay?" she said as she started to get up

"Woah wait, where am I going?" he asked her as his hand restrained her from getting up.

"With Blondie of course" she said, her disgust barely disguised as she sat back down. She paused to give herself a chance to shove that weird feeling away. Forcing a smile to her face, she turned to look at him "maybe you're more like OC than we realised; she was always letting me know the same thing whenever she'd picked up a honey. Funny huh?" 'Not if it makes you as miserable as this' Alec couldn't help but reflect.

"So anyway, I'll see you tomorrow? I'm gonna go back to the motel, I wasn't really enjoyin myself tonight…for some reason" She muttered the last part but Alec caught it and he started putting things together in his mind.

'She keeps sayin' that! Why am I going to go off with 'Blondie'? Hell I'd forgotten her name the moment she began dancing. Ok, so maybe that's what the old me would have done….and I was kinda behaving like the old me' he admitted grudgingly '…but only coz she was behaving like old Max!' he added petulantly. As it dawned on him, he couldn't help but grin widely 'Sooo, Maxie didn't like blondie cutting in; she was just petending not to care! And just now, she was so upset coz she thought I was gonna ride off into the sunset with that…that lump of wood?!..and leave her on her own, coz that's just what I'd have done…a lifetime ago, and even OC had done the same so she hadn't really expected anything different just cause I'm her friend too'

Turning back to her, he saw that she had stood now and was making her way across the roof back to the fire escape. "Hey Maxie, wait up!" he called as he jogged up to her "you weren't planning on havin any company tonight were ya?" he asked. She glared at him "No!" "Great, so you don't mind if I come with do ya?" she tilted her head looking at him with a confused expression on her face. He shrugged "Blondie just didn't do it for me. Did you see her dance? God my left little toe has more rhythm!" he saw the corners of her mouth curve a little at that but she still being stubborn. "Truth Max?" she nodded her head "Humans don't do it for me anymore. I can't get what I want from them".

"What do you want Alec?" she asked.

He stared at her for a long moment just wondering why the niggling voice in his mind was screaming 'You! Someone just like you!' His chest tightened and his heart beat a little faster before his sensible side kicked in and warned him 'Don't say anything to screw up this friendship Alec. You let you're guard down once and look what happened to her. And anyway, who says she wants you like that….how can you even be sure you want her?' "I'm not really sure yet Max" he told her honestly "but it sure as hell wasn't that two ply, three by four number down there!" he grinned. She laughed back, feeling immediately back on balance and carefree again. As they made their way down the alley, Alec grabbed her hand and pointed to a couple of jet black kittens further down the moonlit, rain clogged passage. "Check them out Max, remind you of something?" She watched as the two kittens playfully chased one another's shadows, stalking one another and then rolling around with each other amongst the boxes that lined the pathway. 'They make a good team, just like Alec and I' she grinned at Alec as she caught the smile on his face that told her he'd been thinking the same thing. "Its like I always said Max, we're better off with our own kind" he said as he stepped ahead, leaving Max to wonder what exactly, he had meant by that.

A/N Thanks for the feedback I've had, especially Bullet, you're a sweetheart! Hope you like this chapter. I know they're totally out of character but I always wondered how it might have gone if the denial issues Max and Logan had in the show, had happened with Max and Alec.

I was gonna wrap this up over the next few chaps but now I wanna develop their relationship a little more first. If you have any suggestions, then please let me know! I could do with some inspiration! Til next time!