a/n: OMG, 15,000+ hits on this now! Thank You guys, you're amazing! I have a story to tell, I'm not sure how many more chapters there will be. This seems so much longer than I originally planned, but it does have an ending somewhere! In appreciation of the number of hits this story has gotten now, I wanted to take the time to thank every reviewer I've had so far, if you don't mind. If you are bored, by all means, skip to the chapter, but anyway, here it goes, its a long list, so I don't mind if you skip and just read the latest installment. Thanks to:

-Pand: Thanks for your support, sorry but Zack is no longer in this fic, but it is for the better of the storyline. He was meant to leave when he did
-Kiwikatipo: Thanks for the comment. You can probably see by now it is MA, and it will be for the remainder
-Rocknroll923: You are awesome! I swear, you've reviewed just about every chapter! It means a lot to me, and I love your thoughts! They are always fun to read
-Nina430: I am glad you liked MZ, but this one is MA. Sorry if I've disappointed you. If you do love MZ, I do have a MZ oneshot fic, called Truths, if you are interested, but anyway, thanks for your comments
-Christina: Thanks so much for the encouragement and your interest
-Stef: Again, thanks for the encouragement
-CGI: Thanks so much for continuing with this story. Right now, Ben is only a very small part to this fic. I introduced something about him that I feel needs an explanation, so when I am done with this fic, which is about Alec, I am considering making a Ben fic to continue that storyline as well as Zack's exit from this one (which was to go searching for Ben)
-acb: Thank you so much for the compliment
-Dazedizzy: Your support really means a lot to me, since I value you so much as an author, so thank you!
-AngelKougaeri: Thank you for the encouragement, I hope I've hit the MA home by now! haha!
-tlc4ever312: Thank you for the compliment! I hope I didn't disappoint later
-Embry: Thank so much for your compliments, and your thoughts!
-Jessica: Thanks for the encouragement and your thoughts. I am always wondering if I'm getting their personalities right, so that meant a lot to me!
-Chase: Thanks so much for the compliments! I hope I've continued that throughout, and haven't dissappointed you!
-Loisen: Thank you for the support! And I agree! (haha!)
-lakergirl08: Hey, thanks for the comments. Right now, I don't think Zack will return in this fic. As for Ben, he isn't the focus, just a small part of this fic. 302 is the only other X5 at this point in time (other than Alec and Max, of course!)
-Christique: So, I love your work, and it means a lot that you support mine! Speaking of which, I hope to see an update from you soon! But I know you are busy
-Flash: Thanks so much for your thoughts on 302. He is still in this, though definitely not a major character. I love writing him, though! And it means a lot that you are enjoying him.
-JeepGIRL12: Thank you much for your comment. I hope you are still enjoying this.
-dustori: You rock! Thanks so much for all your feedback and support! It means so much to me, and I really like your work as well
-D: thanks for the MA support!
-a7xvampire: thank you so much for your thoughts and encouragement!
-angeleyes452: Thank you so much for your compliment!
-Amiwilson- Thanks so much for the encouragement!
-src13: Thank you for your thoughts and compliments! I agree completely:D
-Kait: Thanks so much for the great compliment! LOL, yes, remembering your login would probably be good :)
-Liz9: Thank you so much for your compliment and encouragement!
-rogue20: Thank you so much for the compliment and for reading. That will come for sure, just not this chapter.
A/N 2: Yes, I've included the concept of Rachel, but I gave her an entirely different setting and scenario. I think the whole idea of a "Rachel" like situation and character is critical for Alec to have, but I didn't want to do the same assassin type deal, so here is an introduction to my version of it

Chapter 32: Rachel
She smiled innocently, her body language giving it away. She wasn't trained like them. It was really an unfair situation, but she didn't seem to either realize that or care. She placed her gentle hand onto his shoulder, and moved her tiny frame even closer to him.

In the back of his mind, 494 wondered when she would allow the truth to come to the surface. This was entirely against protocol, and it certainly was not the way any Manticore doctor should act.

Manticore did several tests before accepting their personnel. They had to be the absolute best, but more than that, they were required to be able to follow orders above all else and not be influenced by anything. They were given seminars every week, reminding them that they were treating not people, but soldiers. Manticore worked very hard and evaluated their staff to ensure that this separation was ever in place and never questioned.

Their designations helped to reinforce this. It helped to further separate the X soldiers from an image of a person, equal to the staff.

This doctor was younger than most. She must have been brilliant. Most of the other staffers were older. Not necessarily old, just not so fresh out of school. This one still held a lot of the naiveté and innocence of someone that wasn't exposed to the harsh realities of the world. How in hell she kept this while working for Manticore, one of the darkest places she could be on the employment listing of, was beyond 494. Either she was completely in denial of her whereabouts and the truth of the situation, or she was just crazy.

494 smiled back at her with a face of desire. Did he really want her? Well, sure, she was young, and pretty damn good looking for someone that wasn't designed to be beautiful, like they were. But he didn't care about her. This was just his weekly ritual, someone to toy with so he wasn't totally bored.

"Tell me you don't act like this with the other soldiers," he commented, smiling into her eyes.

She beamed at him, though tried to hide it. It was kind of cute, actually, her weak attempt to hide any feelings from him. As if he hadn't been trained to figure people out immediately, as if he wasn't enhanced and so more perceptive than ordinary people.

"Act what way?" she asked with a shrug as well as a smile, but it didn't fool him. Her intentions were obvious. She definitely took a special liking to him.

He enjoyed thrusting her feelings in her face, but something about her made him not want to take advantage of it, just to make it so she wouldn't deny it.

"You're right," he said with a sigh, "I mean, if it wasn't for your nametag, I wouldn't even know who you are."

He took the moment to graze his finger across her nametag, before focusing on her with a look so intense, she literally blushed as he spoke her name. "Rachel" he spoke in a soft and deep voice.

She cleared her throat lightly before commenting. "It's Doctor Rachel," she replied softly but with a firmness about it, establishing a boundary. So apparently she did realize this situation wasn't exactly what Manticore intended it to be.

"Okay, Doc," Alec said joking, "What's my diagnosis?"

She bit her lip just a little before bending over to retrieve a syringe from her bag. "Now you know that's not why I'm here," she commented.

He didn't know where the reaction came from, but he grabbed her arm, asking her to face him. She gasped out of surprise to his reaction, and dropped the syringe. Even though it fell to floor, she didn't make a move to pick it up. She seemed stuck, transfixed, staring at 494 closer than she knew was right, but being unable to back away, captured completely in the moment.

The seriousness in his eyes changed as he realized he was showing too much. This wasn't real for him, it was just a game. He needed to regain control of the situation.

He loosened up and changed his serious face back to its typical smirk before commenting, "So why are you here then, Doc. Come to keep me company?" He raised his eyebrow mischievously, "You know, we could skip that whole administering bit, and do something else to pass the time."

She pulled away from his stare, finding her breath again, realizing it had been caught in her throat when she was staring into his eyes.

She looked at him disappointedly. "I know that isn't what you want," she insisted. "If it was, I wouldn't act that way."

It was her own little way of admitting to him that he was right, without really admitting it. She bent down again to retrieve the syringe. "Well, now I'll have to sanitize this," she complained before getting a sanitized gauze out of her bag.

494 frowned as she looked away. He didn't like the thought that she knew him. He didn't think she did, he knew she didn't. She just knew the person he had shown her. A person that she could grow to desire, grow attached to. Clearly she wasn't the type to bite for the cat and mouse game. Too bad, it would have been more fun.

494 studied her further as she cleaned the syringe. No, Rachel was not the type for that at all. He stared at her, assessing her like he'd been trained to do in the field, a task he was so skilled at, he could do it in his sleep.

Something struck him as he took in all that she was. It was her innocence. She was just so innocent! What the hell was she doing at Manticore?

"How did a girl like you come to work at Manticore?" he asked her, not in his joking manner. He found he could no longer just casually joke with her. Something about her persona called him to be serious. He felt the urge to protect her. She was too good to be mixed up in a place so dark. His stare forced her to answer it. She couldn't just slide over the question. 494 wondered how she would answer. Was it that she was truly unaware of the darkness of the place? Or was she not as great as he initially thought, and knew how terrible it was yet stayed.

"I…" she began, hesitantly, "I need to get this procedure overwith."

494 didn't look away. Though usually all he did was flirt with her, today he wanted some answers. He realized he was getting attached, a feeling he withdrew from and avoided whenever possible. Though he'd started off flirting just to keep himself occupied and not bored, and also so things would go easier for him, the urge to protect her was shoving aside his usual self-serving attitude and pride. "Rachel," he pleaded, though with force in his voice.

She looked ashamed as she looked at him. Or was it pity? "I just want to help people," she insisted, before looking away, tears forming in her eyes.

"I can't do this!" She exclaimed before sobbing uncontrollably.

"Rachel!" 494 spoke. This time it was not to serve his own curiosity, he was truly concerned for the young doctor. He brushed her dark her out of her face, and held her as she sobbed in his arms.

Her frame was so tiny, yet it fit perfectly into his strong arms. He thought perhaps she would recoil at his touch, but she only fell further into his embrace, accepting how warm his body felt against hers.

"I'm, I'm sorry," she stammered, coming to her feet, and trying to find some composure.

"It's okay," 494 responded, comforting.

He realized he'd gone too far. He hadn't realized she cared this much. He wouldn't press anything further for the day.

He picked up the syringe, and held it out for her. "Here," he said, "Do what you came here to do." He meant it to help her, so that she wouldn't question herself any further, but to his surprise, she rejected it.

She shook her head, insisting, "No, I can't do it." She looked at him with a longing in her eyes, and reached out to touch his hand, but only to close it around the syringe. "I can't do it," she repeated.

Her touch was so fragile, innocent just like her heart. 494 couldn't bare to see her in this pain any more. He gripped the syringe tighter, and held it up to his forearm. "It's okay," he said, "You don't have to."

She didn't try to make him stop, but only watched in obvious pain as he punctured his own skin, and pumped the mysterious chemical into his body.

She swallowed as he finished, and when he removed it and handed it back to her empty, she accepted it and placed it back into her bag.

She turned to him slowly, smiling again. But it was clearly fake. She wasn't really happy. But she wanted to be happy for him, it seemed, if only to give him some sort of hope in spite of the fact that he was standing in a cell and had just allowed an unknown chemical to go coursing through his bloodstream.

"I'll be back in a week," she reminded him, as if he wasn't aware of their usual meeting.

"I'll be waiting," he spoke, lifting his hand to stroke her cheek as she got up to leave.

She turned toward his touch for a moment before gripping the door handle. "Goodbye, 494."

"Goodbye Rachel."

-----

Alec woke up with a start, his heart pounding. He stared at his surroundings, taking it all in. He wasn't trapped in his cell. He was looking at his crappy apartment. It was just a dream.

Alec got up, cursing at his memories and weaknesses. If he really was such a great soldier, he wouldn't be feeling like this. It seemed he still had his own demons to battle before he could really be with Max.

If she'll have me, he thought bitterly. The woman was finally single, but was she really? It seemed Max always was attached to something so that she wouldn't let anyone in. She was in a constant state of denial, it seemed. He remembered her indications that she and Logan weren't "even like that" as far as dating. Yet she admitted that whatever she had with the man was now "over".

"I hate you", he heard her voice ringing in his head. He pounded his fist onto his counter. She was so rejecting. And he loved it. She was intoxicating.

Alec shook his thoughts away as best he could. He had to get it together. His unanswered questions as well as his desire for Max were driving him crazy. He thought for a bit before coming to a decision. He didn't really want to go through with it, but he didn't really have a choice. How else was he to find his answers?

He pulled on a leather jacket and his favorite shades before stepping to the door. He took one last sniff of the air around him, taking in the scent of Max that still remained. As he shut the door, and walked determined to his motorbike, he thought for a moment. Should he call first?

He smirked as he decided against it. It would be more fun to take the man by surprise.

a/n: Thanks much for reading! You know I love feedback!

ps- any MA reader who is missing the MA banter, I will try to put it in here, but if you're really lacking, my story Finding the Past, chapter 15 has a lot of good MA banter!