DISCLAIMER: I dont own these characters at all

Chapter 9: Not Ben

Max opened the door slowly. Hopefully OC was still out, because she really needed some alone time with Ben. She didn't want anyone to hear, and her apartment was the perfect place to talk. Luckily, she realized they were alone, and stepped inside, shutting the door behind Ben.

"So, yea, that was quick of you, too," Ben said, finally speaking up. "Thinking up names like that. I don't know how I feel about Ben, but Max seems to suit you, 452."

Max put her hand her hip, "Ben, I was serious. It's Max, remember? What are you doing here? Did you know I was staying here? I am so glad to see you!" She wrapped her arms around him, giving him a hug.

494 accepted her embrace, and returned it. As she was so close to him, he took in her scent- it was amazing. The whole way to her apartment he had been marveling at her beauty, taking in every inch of her to memory. She definitely had an affect on him, it seemed out of his control. Why was he so interested in her?

Max let go and stood back, staring at him, waiting for a response.

494 stared into her brown eyes, wanting more, but still not knowing why. He needed to keep his cool. He had to find out more information, maybe he should go along with it.

"Right, Max. I know, I was just kidding I guess. Seeing you made me remember those days, you know, going by our numbers."

Max laughed mildly, "I know, those damn numbers we can't seem to escape from! Although you found a way I see." She glided her hands along the back of his neck where a bar-code used to be. The skin was already healing slightly. The bar-code would probably be back in a couple of days.

494 backed away when Max touched him. He didn't like how it made him feel. When she touched him, it was like she had some sort of control over him.

"Sorry," Max apologized, "Still hurting, huh. So, seriously. What's goin on? I have had one hell of a day, and I really just would like to get to the point. I might even sleep tonight. You could, too, if you want. I don't know if you have a place, but it's safe here. I have a roommate, but since you don't have a bar-code right now, it'll be fine."

494 nodded. He should stay. Find out as much as he could. What had she meant, I might even sleep tonight? Was her endurance further enhanced than his? It couldn't be, they were the same series.

She looked like she was starting to get suspicious. He would need to give her something to keep her trust. "Well, yea, I came here looking for you. I don't have a place to stay, because I just got in tonight. Luck's on my side I guess since you're the first person I ran into."

Max nodded. "Well good thing you've got some luck, cuz mine hasn't been too hot today," she blurted out.

494 nodded. He knew why. Would she trust him to tell him? "What do you mean, are you in some kind of trouble, Max."

Max loved hearing him say her name. What was going on here? It was like they were connected somehow. Well, duh!, she thought. They had spent their childhood together, if you could call it that. Growing up at Manticore was some kind of an upbringing. Talk about a dysfunctional family! Something was odd about Ben, though. She didn't sense any danger, but something just wasn't right.

"I don't know. I'm being dramatic. It always sucks having to lay low, you know."

494 nodded. She was being smart. How clever of you, Max, he thought to himself. But he was clever, too. He tried to pry her for something. "Doesn't it! So Max, honestly, I can't remember too much about before. I try to block it out, you know. What was I like?" He really just wanted to know who this 'Ben' was that she kept referring to. She was smart. She wouldn't just label someone. He must have had a striking resemblance to 'Ben', whoever that was.

Max couldn't place what was off. Why was he messing with her? It was like he was playing some stupid game, how long he could keep bullshitting her. She could play, too, at least until she found out something more about why he was here. This surely wasn't another trap, was it? She did think about the old Ben for a moment. Even though they were kids, this wasn't like him. Ben didn't like playing games like this, he was honest, in his own way. He tookcare of Max. Not like Zack, though. He was an interesting character back in the day. Manticore would have probably thought he was crazy, but Max liked the stories he would tell. "Well, you always have been a smart-ass," Max lied.

She's lying, 494 thought, I can see it in her eyes. I guess I already screwed up with my own personality. "Was I?" he asked, "I really can't remember now."

Max couldn't tell if he was lying or not. "Well, I'm gonna take a shower. Try and remember something, okay. It's for your own good to remember what you're up against."

As she closed the bathroom door behind her, she hated the feeling she had, like a stranger was in her apartment. She wasn't sure of anything, really. This guy was clearly an X5, and he looked exactly like Ben. It's not Ben, she decided, turning on the water. But who the hell was it, then? He had Ben's face. Maybe they captured him and brainwashed him, she thought. Or maybe he went crazy and started to believe his stories. He seemed in his right mind, though, at least now.

As she took time to have a relaxing shower, she made up her mind. She didn't know what this guy's deal was, but he wasn't Ben.