DISCLAIMER: i dont own these characters
thanks everyone who is sticking with this story so far, there will be more of Manticore (not just the characters relationships/thoughts) coming up. And of course there'sa chapter coming dealing with Max/Logan, unfortunately! I am sorry for M/L fans, but if you can't tell from my writing, I really don't see them fitting well together!

A question for you guys, for a later chapter, (Chapter 18 actually), I am introducing an X character, right now, it might not even be an X5, but I need to use a bar-code that hasn't been used already by the show, and I can't keep track of it all! this character right now I'm not sure if will be important, or just mentioned in a couple chapters, but I am currently planning on using "392" to refer to this character. My question: is this number already being used to refer to another character I've fogotten about? If it is, would you mind suggesting a different number that isn't being used? Thanks, I would really appreciate it

going to be updating a lot lately, I have a week before school is out, and I won't have much free time then. Thanks again, feel free to review.

Chapter 10: Rest

494 waited till Max had the water on before going through her apartment as quickly as possible. Maybe he could find something out on his own, but he needed something to go by, anything.

The place was pretty empty. It was clear Max didn't spend too much time here. So where else did she go most of the time. Searching for other X5s?, he thought, remembering that was how they baited her earlier. Why would she put herself on the line for someone that she hadn't seen in years? Why especially without being certain? It didn't make sense to him.

He noticed something about her bed, too. It looked like she hadn't used it in weeks. Either she slept on the floor, or she didn't stay here. Maybe this isn't her apartment, he thought with slight worry. Would she have placed a trap upon him? Nah, he decided. She wanted too badly to believe every X5 was good, to join up or something. What was it she wanted from them? He for the life of him couldn't see the point in putting your neck on the line to say "Hi," because that's about all the conversation that would happen before they would need to separate again to save both their asses from getting caught by Manticore.

She had to be almost done in there. She was taking longer than normal it seemed. He didn't have much time. He moved to a dresser. Could be the roommate's, he thought. But as he noticed the black lace bra, which he couldn't help smirking at, he just knew, this belonged to Max. Just as he was about to give up on finding anything and just enjoy the last few moments alone picturing Max in her underwear, he heard something vibrating.

The pager! He thought, he'd heard it from inside the tattoo place. Where the hell was it? He followed the sound to a pile of clothes right outside the door, the ones she'd just been wearing. As he bent down and picked up the pager, he couldn't help taking in a whiff of her scent. It was all over her clothes. He was drawn to that scent. He had the same feeling as earlier when she'd touched him. He didn't like that feeling, he made himself snap out of it, and stared at the pager just long enough to see the number before hearing the water shut off.

He quickly put it back and leaped onto Max's bed, the nearest seat, just as the knob was turning.

Max came out, and it was like slow motion. She was wet. She was wearing a towel. It came barely over her tight…

Geez, get a grip on yourself!, 494 thought to himself. She was going to notice! He'd been around tons of good looking women- he saw them every day at Manticore. He was trained, gifted in charming, capturing the hearts of women, he learned how to keep his cool around a woman no matter what. It was like Max was undoing him and all his training with just one look.

"You really should take a shower," she offered. "I'm serious! We have water for the next 2 days, then they are shutting it off again. You don't get to take a warm shower around here too often!"

"What, I stink that bad?"

Actually, Max thought he smelled pretty good. Now where did that thought come from! She shrugged, "Suit yourself, but I'm telling you, it's a precious treat tonight."

"It's okay, Max. I uh, borrowed someone's place for a bit when I first came into town. I borrowed their shower and some money, too."

Max eyed him with a disappointed look, but how could she blame him. He was a lone X5, and he had to get by somehow! Although she couldn't shake the feeling that again, it didn't seem like something Ben would do.

"So you've just been sitting there the whole time?" she asked. She wasn't trying to hide that she didn't quite trust him.

494 shrugged, "It's not like you have any video games here."

She rolled her eyes, "So that's all I need to entertain you, huh Ben?" she said the name with special emphasis.

He smirked, he couldn't help it. Max could easily entertain him without any video games. "There are probably other ways," he blurted out, "Max." he said with the same emphasis. He could play this game. It just might get amusing.

Unfortunately for him, Max didn't bite. "Well, I'm really tired, I only have one bed here, as I see you've discovered. You can have the floor," She said as she tossed a couple pillows and her comforter on the ground for him.

We can share, he thought, but he kept that one to himself. "You're so generous, Max! Do I get a teddy bear, too?"

Her beautiful, full lips actually opened slightly, like she was going to say something, but nothing came out. Her gorgeous brown eyes, too, looked like her spirit was ready for a fight.

"Turn around," she said, "You can manage to be a gentleman for 5 seconds, right?"

He nodded, but still spoke to her without looking. "Now, Maxie, I'm always a gentleman."

He could sense her tense slightly at that. He must have pissed her off.

Max just wanted to go to bed, for once. She hardly ever slept, and now that she'd made up her mind that she would, this ass was going to ruin it, and for what? If he was trying to get information he wasn't doing a good job. If he was trying to impersonate Ben, he wasn't doing a very good job. So what the hell was he doing there?

Max wasn't going to give him the upper hand here. While he was turned around, she crept up quietly behind him, leaned her head right behind his, and without warning of how close she was, she whispered into his ear quietly, "Good night, Ben."

He turned around quicker than she expected, and she found herself within about 2 inches from his face. He was staring so intensely at her that she was caught off guard and lost her cool for just a split second.

He smiled. That was it, he had won. He got her to lose her cool, and it wasn't even that hard. He'd let her sleep now. "Good night Max," he answered, also with a whisper in her ear.

She stepped away, picking up her pile of clothes. It didn't look like she'd noticed the pager was slightly out of place.

494 had just laid his head down to genuinely go to sleep, when he heard her voice. "You know you never used to be a gentleman, Ben."

What the hell was she doing? Did she hate losing that badly? "Max, that hurts."

She rolled her eyes again. "So are you gonna be here when I wake up, or what? I don't want you bolting in the middle of the night on me."

494 smiled, "Now why would I walk out on the chance to spend more time with you?" He liked toying with Max, even though it really wasn't helping him find out anything. But right now he really was tired, and afterall, he'd already won the game. He wanted some rest now. "I thought you wanted to sleep, Max. Do you want to talk instead? You know I've got stories." He said it jokingly, but somehow that line worked. She definitely didn't look so sure of herself now.

"What did you say?" she asked seriously, letting go of their bantering.

"Max, what do you want to ask me?" he asked without thinking, and it was genuine. He wanted to help her for some reason, she looked deeply troubled.

She studied him for a moment before letting it go. "Nevermind. You know, I'm just really tired. I thought you said something, but I was wrong. I just need some rest."

What just happened here? 494 thought. He had definitely somehow struck a nerve. Was the thought of talking to him that disturbing? He wanted to know, but he figured he'd already pushed his luck. He couldn't mess with her anymore tonight, she really did need her sleep. He let it go, and laid down to sleep.

Max laid in her bed with her eyes open. She was exhausted, but frustrated. She wanted to be alone right now. She didn't like it when other people saw her sleep, when she was most vulnerable. Especially jackasses, she thought. This guy just didn't add up. She was about to expose him when he'd said that. She was ready to call him out on his bull, but then he had to go and say that. "You know I've got stories." Was it a coincidence? It had to be, there was no way this guy was Ben. But that didn't give her any answers.

Instead it just left her missing Ben and his stories. They helped her get through, back then.

She finally let go of all her thoughts, and let herself fall into a sleep. It felt so good to just let it all go.