Author's Note: I just realized that I forgot to acknowledge my wonderful muse for the latest inspiration so the rest of the story is dedicated to silverquickstar! I couldn't have written this without your amazing guidance and the constant loop of "within temptation" songs. enjoy! .

They both rushed to his side and helped him over to the couch where he sat with great discomfort as he gingerly favored his injured his shoulder. Max stared down at him aghast. His skin was clammy and pale and his shirt was torn and covered in blood.

"I'll go call an ambulance and grab some towels to stop the bleeding," she stammered trembling before bolting out of the room.

Matt watch her disappear around the corner before turning to Terry with a troubled look on his face. It was obvious that Max and Terry had been in the middle of a heated debate before he arrived and he knew that it was over him.

"What are you doing here?" he asked barely audible.

Terry shook his head.

"It doesn't matter. Right now we have to try to get this bleeding to stop. How bad is the pain?" he asked directly.

Matt winced.

"It's worse when you push on it the way you are doing," he complained.

Terry smiled.

"Good, that means the bleeding is being arterial or else you would have been..." he trailed off abruptly not able to finish the sentence.

Fortunately Max rushed back into the room saving Terry from having to dwell on the dark fear of losing his brother.

"Matt, what happened?" she asked horrified swatting Terry's hand away from the wound and gently pressing the towel over the wound.

Matt grimaced as another wave of pain washed over him before he went over the events responsible for his bloodied condition. When he had finished his reliving his eventful time in the dark alley, he looked up to see Max and Terry with looks of horror and dread on their faces.

"You could have been killed, Matt! What the hell were you thinking?" Terry demanded angrily, when he finished.

Matt looked at him evenly.

"What kind of question is that, Terry? I thought the girl was in trouble and I went to help her. How was I suppose to know that it was a set up? Luckily I didn't have that many credits on me so they barely got away with anything," he smirked.

"Damn it, Matt! It's common sense not to go into a dark alley at night. Especially alone! You are lucky they didn't kill you," he sputtered enraged.

Max turned to Terry agitated.

"He was trying to do right thing. Instead of yelling at him you should be proud of him. Granted it was a very dangerous thing that he did" she paused to give Matt a worried glance, "but what he did was brave and courageous."

Terry glared at Max sharply.

"Yeah, Max. Brave and courageous almost got my brother killed. I'm glad you are still convinced that you did the right thing," he said sarcastically.

Max felt his words cut deep.

"You think I wanted Matt to get hurt?" she cried.

He stared her down coldly.

"It comes with the territory of trying to be a hero. You of all people should know that," he snarled.

Matt bristled.

"Max isn't in the wrong here, Ter. You are," he said flatly.

Terry frowned as he stared down at his brother who was looking at him with anger.

"I didn't fill your head with the crazy notions that you could go out there into this city and save it single handedly," he argued.

"No, at one time you had and carried out that very same crazy notion, didn't you? All this time I thought how disgraceful it was for Batman to abandon this city and imagined my surprise when I learned it was my very own brother who apparently is too busy running a billion dollar corporate empire to fend for those who can't protect themselves," Matt growled disgusted.

"Matt, I didn't tell you because I was trying to protect you," he sighed.

Matt snorted rudely.

"We both know you don't give a damn protecting anyone otherwise you would still be out there doing the right thing," he said harshly.

"You don't know the first thing about being batman. It's my legacy! It's my cross to bear, not yours! Mom already had to suffer losing dad. I will not let her loose you too," Terry said firmly.

Matt sat up seething.

"This is not about you and your legacy or protecting mom, Terry! I don't want her to ever go through the pain she did when dad died. I also don't want happen to dad happen to other people's families. Whether you want to face it or not the truth is on the news every day. People in this city are being victimized and terrorized and they have no one to stand up for them. The only diffrence between you and me is that I care," he said passionately.

Max looked between the two angry brothers with trepidation. She could sense an impending explosion between them and she knew it was going to be ugly. Emotions were flaring at in the heat of the moment things were going to be said that would no doubly be hurtful. Terry was furious that Matt had almost gotten himself killed and Matt was angry over Terry abandoning the suit.

"Why don't we all just take a minute and calm down and take a breath before we end up saying things we will regret," she suggested anxiously struggling to keep pressure on his wound.

"I think we are past that Max. Terry has gone too long hiding his head in the sand and he needs to be told the truth," he said softly starring at his older brother with a determined glint in his eye.

Max looked at him beseechingly.

"Matt, don't," she tried.

"And what truth would that be, Matt?" Terry snarled cutting Max off.

"Damn you, Ter. You had the whole fucking world at your feet and you threw it away. You had the opportunity to make a real difference in the world and the chance at a woman who is madly in love with you and you threw it away. All because you were a coward," he said furious.

Terry froze and Max gasped.

Finally someone had said it. That dreaded word.

"I'm not a coward. You don't know why I gave up being the protector of this city so don't you dare sit there all self righteous thinking you have all the answers because you don't," he warned quaking with rage.

Max swallowed back her tears feeling overwhelmed by the whole situation.

"I'm gonna get some more towels to stop the bleeding," she mumbled scurrying from the room as fast as her legs could carry her.

Terry faced him seething.

"And for the record, what took place between Max and I is none of your business. It doesn't have anything to do with you," he growled.

Matt glared at him physically seething.

"Well unlike you Terry, I care about her and I don't want to see her hurt.. Even during all those years she was gone, I probably thought about her more then you ever did. Call it a crush, call it infatuation but I know how I feel, and I know that Max deserves better. She deserves better then pinning after a man who will always take the cowards way out of everything. You abandoned her and you abandoned this city! There has been people who died and could have used your protection yet you sat back and did nothing!" he yelled irate.

"I KNOW THAT! You think I don't think about my decisions every fucking day?" he exploded lividly.

"I always loved Max! I never stopped! I hated myself for letting her walk away and I hated myself for walking away from being the protector of this damn city. Neither of you will never know how much I regretted those decisions and if I could go back in the past and change things then I would, but I can't," he choked brokenly.

Matt glowered at him silently.

"You don't love her, Terry! You don't know what love is!" he fumed silently.

A few minutes laterMax cautiously made her way back into the room holding fresh towels.

"Ter, can't you just give Matt the chance? I think he has already proven himself worthy," she started.

"Don't you think you've done enough Max? It's just as much as your fault for entertaining his hero complex, Max! He could have died! You might not grasp the concept of family seeing how yours were never around but Matt's my family and if something would have happened to him I would have never forgiven you," he whispered harshly.

Max felt herself buckle underneath his cold caustic words. They had fought angrily many times but he had never once said something as hurtful and as severe as he just did and it left her in a silent stupor. On the outside she looked devastated but on the inside she was torn apart and shaking with the pain that his words had carved into her soul.

"Ter, you are way out of line. Max didn't deserve that," Matt said in a quiet rage.

Terry knew he had crossed the line and felt guilty but his pride and anger wouldn't let him apologize. He was too angry. Angry that Matt was going against him and getting hurt, and angry that Max was encouraging it.

"I think you were better off leaving Gotham in the first place. Stealing the suits, and turning my brother against me is the best revenge you could have ever extracted on me. The sooner you are out of our lives, the better," he said quietly storming out of the room into the other room to cool off and to call an ambulance.

"He didn't mean it Max," Matt said softly starring up at her hating the pain he saw in her eyes.

Max flinched as Matt's soft words bought her back to reality. Fighting back stinging tears, she applied pressure to Matts bleeding wound. Seeing his blood covered on her dark hands caused her to burst into tears and she started crying.

Matt stared at her stricken. Seeing her cry was like a punch the stomach. He would have given anything to make the tears stop.

"Please don't cry, Max. Terry was just being a jerk," he tried.

She shook her head causing several drops of tears to splash on her cheeks.

"I don't care about what Terry said. He never wanted me in his life, so that's no surprise he wants me gone. I'm angry at myself that you got hurt. Terry is right about one thing. If I didn't help encourage you to be the savior of this city-" she broke off emotionally looking away in shame and guilt.

He stared at her stunned by her admission. She wasn't sad over the horrible things Terry had said. She was feeling guilty over his brutal attack! The fact that her tears were being shed over him made him feel so much worse. He placed his hand over hers and said her name softly forcing her tear filled eyes to meet his.

"Max, this isn't your fault. If anything I want to thank you," he said tenderly.

She looked at him startled.

"Thank me? Matt, your bleeding on an rather expensive looking couch inside of your apartment because of my big mouth and you want to thank me?" she asked in disbelief.

He nodded and smiled through his pain.

"You gave me the courage and the inspiration to want to make a difference. I don't think I could have been as brave without you. I realized we never needed those suits. Yeah it would be a hell of a lot easier with them but its not about a stupid gimmick costume. I can make my own. I just want to make a difference and tonight is the first time I realize that I can do that. Without the suit," he said softly.

Max gasped softly at his words.

"All that matter is the man beneath the mask," she whispered with a wistful smile. It was something she had always told Terry back in the day.

Matt reminded her of how Terry use to be. Honorable and brave. If she hadn't been truly convinced before that Matt was ready to wear the suit, she was convinced now.

"Somehow we will find away to make a difference, Max."

His hand somehow found its way to the nape of her neck and she blinked tearfully as he gently guided her face towards hers, his eyes silently asking her permission to go further. She nodded and found herself paralyzed by the feel of his soft lips on hers.

"Matt, is a man. He is not a little boy anymore" Her own words she had spoken minutes earlier ranged in her ears as she returned his tender kiss slowly. There was nothing sexual in the kiss. A part of her did it to comfort him and another part did it because she was vulnerable and needed comfort. Both were so lost in the moment that they didn't hear Terry walk back into the room.

He stopped abruptly stunned at seeing Max in a lip lock with his brother. It didn't seem real yet he couldn't deny what was playing out in front of his eyes. He felt like all time had stopped and he was trapped in the moment that seemed would never end. Inside he felt numb and sick. He always knew his brother had a thing for Max and yet never in a million years did he think he would witness her in his arms. He felt an overwhelming sense of loss. He had lost her once again and this time he had a feeling it was for good. After all the good and bad times no longer mattered. Max had finally closed her heart to him. He was snapped out of his daze by Max crying out for him.

"Terry, get in here! His pulse is getting weaker!"

Matt had went limp in her arms. His face was as white as a sheet and he was barely breathing.

"He's loss too much blood. The ambulance isn't going to make in time," Terry cried catching Matt who had slumped forward before he hit the floor.

He trembled with fear as his hands was quickly drenched with his brother's blood.

Matt eyes opened slightly and he smiled up at Terry weakly.

"I only wanted to make a difference, Ter. Max wanted to help and I thought we could do it together, you know? She is an amazing person, Ter. She still loves you..," he trailed off his eyes fluttering close.

Somewhere in the distance he could hear Terry calling his name, but he was trying to keep focus on Max's face that was slowly began to slip into the obsolete corners of his mind. He could feel his consciousness began to dwindle. Numbness was slowly setting in.

Terry shook him desperately trying to keep him alert.

"Stay with me, Matt. Please," Terry choked back a sob holding his brother tightly to his chest.

Max dropped to her knees beside the two brothers with tears flowing down her cheeks.

"They are minutes out, Matty. Hold on." Her plea was laced with tears as she reached over grabbing one of his bloodied hands in between the two of hers squeezing it affectionately.

He tilted his head back and smiled up at her. Even crying she was still beautiful.

"Matty...you haven't called me that in years," he murmured tenderly feeling his vision began to blur.

Max laughed through her tears.

"You use to hate that name," she said forcing Matt to talk with her so he could stay conscious.

"It wasn't so bad when it was coming from you. " His voice was weak and shaky before the room began to spin out of control. Then everything went black.