Chapter 4: 494

Max was forced to look up when 494 threw his t-shirt at her. "Come on, take off your clothes already. I don't have all night. We have our orders, and I'd like to get back in time for some decent sleep," 494 began. He couldn't hide the smirk on his face as he watched 452 look up from her reading and glare at him.

She balled up his t-shirt and threw it back at him. "Keep your clothes on. I'm not interested. Get out of my cell."

Although 494 had orders to not copulate, this was too amusing for him, so he couldn't just let it drop so easily. He took a seat beside her and ran his hand along her thigh. "We have our orders 452," he persisted.

Max put her books aside before grabbing his arm and flipping him on his back. "You try that again and I'll make sure your fingers break."

"Ow," was all 494 managed as he rested on the hard concrete floor. He sat up and rubbed his head. "You know, this isn't a plum assignment for me either. You spent half of your life out their in filth and degradation. I could catch something."

"Whatever you need to tell yourself. Just as long as we understand each other."

"Fine. Don't "freak out" on me."

494 smirked as he saw 452's look of surprise. "I took Common Verbal Usage when I got cleared for my solo missions."

"Oh, you mean assassinations," Max replied with a look of disgust.

"It was my job. If you're going to "bust my chops" about it, go ahead," 494 stood up and squeezed himself onto the small cot, taking the space Max's books had previously occupied. "Well, I'm not supposed to head back until 0100, so why don't you wake me up then?"

Max glared at him and shoved him off the cot. "Get off."

494 stumbled forward and came crashing down on the floor, hard.

"I need my reading room," she said, smiling sweetly as she extended her legs to take up the place he had previously been siting.

494 shrugged and made himself comfortable on the floor. At least now he could lie down. She was certainly different outside of training. She was quiet during training and always gave everyone the cold shoulder, refusing to talk to them, but here, with just the two of them, she can be quite...bitchy.

"So, 452, whatcha reading?"

Max ignored him and continued reading.

He sat up and looked at the book in her hands. "Chinese."

"I thought you were going to sleep," she reminded, slightly irritated.

494 shrugged. "I'm not as comfortable as I'd like. I was expecting some more warmth." He waggled his eyebrows suggestively.

"Can't you leave already?"

"Just when I was beginning to think you were enjoying my company."

"You're so full of yourself, you know that?"

494 grinned. "I didn't take you for being the studious type."

"What's that supposed to mean?" Max asked, glaring.

"Well, you almost kicked my butt today in combat. Generally you're good at one or the other, even at Manticore."

"The good old brains verses brawns debate. Guess you're all brawns then."

494 frowned. "Hey! I've got brains too."

"You said it yourself- one or the other, and considering you believe yourself to be the top fighter, that means you can't be the top thinker."

494 shrugged. "You know, you're more talkative when you're not training."

494 mentally slapped himself at reminding her that she was opening herself up. He saw instantly that 452's defenses were once again intact. The room grew silent as Max turned back to her reading. 494 sighed to himself – he didn't do bad for the first night.

"Well, see you around 452," he said with a wink. "I'll be back until mission is accomplished."

Max silently reprimanded herself that night as soon as 494 left. The guy was a jerk – he always had a way of making her irritated or angry. But he was right – she had talked a lot more than she usually did in the presence of other X5s. She couldn't afford that.

After the meeting, she couldn't concentrate on the reading assignment, so she resorted to finishing her tunnel. By now, she was able to completely remove one brick. She started on the second one and did that instead of reading that night. She knew the instructors would not be pleased when she didn't complete the assignments, but she would deal with that tomorrow. If she could remove this second brick, she would be able to squeeze through.

Training Grounds, Manticore

The following morning, as the X5s stood at ease to report, Max pondered what excuse she would give to the Director for an unsuccessful mission. She assumed 494 would pin the blame on her, and she was perfectly fine with accepting the punishment. Max waited anxiously as Renfro continued down the line, asking for a report.

"Successful copulation with X5-392, ma'am," 974 reported.

"Excellent," Renfro complimented as she moved to the next pair. "Report."

"Copulation was unsuccessful, ma'am," 285 reported.

"Explain," Renfro demanded.

"X5-698 failed to achieve minimum mission requirements, ma'am," 285 explained.

Two guards took 698 away. This is it, Max thought. 494 would report her. She was surprised, however, when 494 answered with something worse than she would have imagined.

"Report?" the Director asked, as she approached 494 and 452.

"Successful copulation between myself and X5-452, ma'am," 494 answered. "Twice."

The Director glanced over at 452, searching for any indication of how she felt about 494's words, but 452's face was emotionless.

She continued down the row, asking for the rest of the reports.

494 dared himself to sneak a glance at 452, who was clearly not happy with his report. For some reason, she would rather Renfro punish her for not following orders than to think she actually copulated with 494.

As soon as they were dismissed, Max couldn't stop herself from confronting 494.

"What the hell was that?!"

"What was what?" he asked innocently.

"Twice?!"

"Why not? If I'm going to lie, I like my lies to sound good."

"I can't believe this."

"You should be thanking me. If you want me to tell them the truth and have them take you to isolation, I'll do that instead."

"Can't you just keep them short and simple?" Max pleaded. A voice then reminded her, Why do I care what these people think? I should just go along with it. I shouldn't let him get to me. It's making me weak, and weaknesses are something I can't afford!

"Be nicer to me and I'll consider it," 494 grinned.

Max scowled and walked away, refusing to even consider his offer. 494 smiled to himself. He was starting to feel some progress.

Director's Office, Manticore

Later that night, 494 stood before Renfro, ready to give his report.

"452 has shown no indication of planning an escape, nor has she shown any indication that she loves anyone outside; however, she did refuse to copulate with me and made it clear she was not interested. So there is a reason to believe that she was with someone. She's more open outside of training, so I think it won't take too long for me to engage her in a conversation and befriend her, but she keeps her guard up."

Renfro nodded. "Very well then. Keep at it. Dismissed."

494 saluted and was about to walk out when Renfro added something, "Oh and 494, keep your reports simple. Don't flatter yourself. The others will become suspicious and ask questions."

494 looked back not quite comprehending.

So she clarified, "Twice?"

494 couldn't help the small grin that appeared. He nodded and replied, "Yes, ma'am. Short and simple next time, ma'am."

Mess Hall, Manticore

As usual, Max was eating by herself during lunch. Occasionally 494 would stop by and pester her, but she generally ignored him. Fortunately, today was not one of those days. She did have another unexpected visitor, however, as she took a seat in her normal place away from the rest of the soldiers.

"Welcome back little sister," 734 greeted as she took a seat across from Max.

Max looked up, masking her surprise from her sister's visit. She reminded herself that this was 734, not Brin. She was Manticore now and would not hesitate to report her being un-Manticore-like. "What brings you here?" Max asked casually.

"I saw you were sitting by yourself. I hope people are giving you a warm welcome."

"I'm fine," Max reassured. "I'm sure you were given a warm welcome too," Max replied with a hint of sarcasm.

"It wasn't too bad, but then again, they placed me in Class Charlie. No questions were asked. I adjusted to the program and eventually was accepted by everyone else. They even allowed me to lead missions to bring you back home," her sister informed. "But I've been hearing a lot of things, 452 (Max winced slightly when her sister used her designation). A lot of the other soldiers think Command screwed up by placing you in Class Alpha. Tell me they're wrong."

Max forced a smile. "Well, I'm not doing too bad there, but I don't even know why I'm there. There's a lot I don't know, and the trainers just expect me to know it all."

734 smiled reassuringly. "You'll pick it up soon enough. You were always a fast learner." Max sensed a bit of jealousy.

"I don't really have a choice," she said with a sigh. "If I don't get things right, the trainers aren't happy. You how it goes."

734 nodded. "You'll be fine. I'm glad your back, little sister. Isn't it good to be home?"

Max nodded slightly, not willing to give her true feelings away.

"I forgive you, by the way."

Max eyed 734 curiously. "For what?"

734 shrugged. "For preventing me from disarming the bombs and landing me a short stint in psy ops – they thought I might have tried to help you; for blowing up the DNA lab to make way for the breeding program – I had a lame partner, by the way; for losing our CO...I could keep going, but I'm sure you know the rest."

Max was silent – she was not sorry for anything she had done, and she was not going to bother defending herself to her brainwashed sister. "I hope you're not expecting an apology, because I'm not planning on apologizing."

Her sister returned a look of suspicion. "If that's how you feel...Max."

Max tried her best to keep her temper in check. "It's 452 to you, 734," Max replied coldly. "The Brin I knew doesn't exist anymore."

734 got up to leave. "I hope you're not planning on leaving us anytime soon, sis. Command's going to be keeping an eye on you."

"I'm sure," Max replied dismissively. "I'm glad you enjoy my company at 'home'."

Now it was 734 who forced a smile before leaving. "See you around, sis."

Training Grounds, Manticore

The following morning, 494 was helping Max learn a few new techniques while the trainers had the rest of the class reviewing some forms. Of all the people, it had to be 494 who supposedly mastered all the techniques.

"You punch like that, 452, and the most you'll do is push the person back. You need to hit from this angle so that it takes their balance as well," 494 insisted as he showed her the technique.

Max adjusted her punch and practiced on 494, smirking slightly when he fell flat onto the ground.

He quickly kicked up and grinned. "Looks like you got it."

494 proceeded to show her another throw, landing her on her back.

Max rubbed her head and slowly got back up. She must have been working out more than normal, because she was building quite a sweat.

As she attempted the same technique on 494, she found herself looking over 494's body more carefully. "You're hot," she whispered as she threw him onto the mat. Her face paled as she realized she was going into heat, and 494 seemed to know it too, from the way he was eying her.

"Did I just say what I thought I said?" she asked to no one in particular.

494 got up after she threw him, smirking slightly. "Why thank you, but you're in heat," he whispered, careful to control his urges to simply jump her.

Max nodded slightly, trying to look away from him to contain her own urges as well, but then she became aware of just how many other males were in the area. Shit!

"Check yourself into solitary while you still can," 494 ordered. "You'd better hurry. The other males will soon be able to smell your pheromones...and when it becomes too strong, you'll be lucky if nothing happens. I'll inform the trainer. Go, now!"

Max nodded numbly and left, doing her best to concentrate on not looking at any guys. The realization that her breeding partner just rejected the possibility of jumping her did not even enter her mind. Fortunately, she found her way to solitary before any males found their way to her and before she lost control of her own body.

Running Track, Manticore

As soon as her heat cycle was over, Max was released from solitary. She decided to head out to the track and rid some of her excess energy instead of heading for dinner. She didn't want to look at anyone right now. She cursed to herself as she recalled her thoughts when she was in heat – they had all been about her and 494 doing...well, what they should be doing during their breeding hour together. Well, she'll be damned if he ever found that out. Sure, the guy was good looking, but he was an asshole. Hell would have to freeze over before she did anything with that jerk.

As she finished her fifth lap, another soldier ran up beside her. It was just her luck that 494 had also decided to take a jog.

"Feeling better?" 494 asked with a grin.

"Leave me alone," Max retorted, not really wanting to deal with him right now.

"Oh come on 452. You can't possibly be mad about what happened between us."

"Shut up," Max said simply.

"Ok, so you are mad. Is it because I am hot?" he asked with an air of confidence.

Max stopped for a second to trip him, causing him to tumble forward and fall into a roll. 494 just got up and ran a bit faster to catch up to her pace.

"I'll take that as a yes," he smirked. "I heard you were released, and I didn't see you in the mess hall."

"So you're stalking me now?" Max observed, sounding rather annoyed.

"Not stalking. Just getting some exercise in as well," he replied as-a-matter-of-factly.

Max rolled her eyes, clearly not believing him. "Is it your job to annoy the hell out of me 494? Because you're doing a damn good job."

"You're telling me you really don't like my company?" he questioned, feigning hurt.

"Yes, that's exactly what I'm telling you." Just then, a thought occurred to Max. "Considering you're my breeding partner, why is it that you didn't take advantage of my heat cycle?" Max inquired. "I mean, surely the Director would have found out about it and sent you to help make some babies."

494 laughed a bit as he replied, "Well, she'll be a bit disappointed then when you don't get any babies. Needless to say, she thinks I performed my duties while you were in heat, so she'll be looking forward to positive results."

Max eyed him suspiciously now. "Why are you covering for me? I thought you wanted to copulate."

494 paused, trying to think of a good excuse. He had given her that impression, which he now realized might not have been the best idea. It's not that he didn't – she was hot, even for an escapee, but he had his orders. "Well, I don't know about you, but I like keeping my body in good condition. X5 females in heat are rather...wild," he finished lamely, hoping she'd buy his excuse.

Max scoffed, "Think you can't handle it, pretty boy?" Max cursed to herself. Did she really just call him that?

494 smirked. "Pretty boy? So I guess that means I am hot. Are you implying you actually want to give it a try?" he questioned, sounding enthusiastic, but really hoping she'd say no.

Max chuckled, "In your dreams."

494 sighed in relief, but feigned a pout. "Just when I thought you'd say yes. You're a real bitch..." he murmured, knowing it would piss her off.

Max attempted to trip him again, but he was ahead of her this time and tripped her instead. Max fell into a roll and glared at him. "Do you make it your job to piss me off or something," Max asked angrily.

494 grinned, putting on his best innocent look. "I wasn't the one trying to trip a fellow runner," he argued.

"ARGH!" Max cried, throwing up her hands in disbelief. "Why did I have to be stuck with you!"

"Oh come on 452. I'm not that bad. Some of the other guys are worse. At least you're with the CO of Unit 6. Not many girls can say that," he pointed out.

"A guy with an enormous ego? Can anyone be worse?" she declared.

494 held his hands up in surrender, but he was still smiling. "I can see when I'm not welcomed," he stated as he jogged off the track, leaving Max to finish up her own exercise in silence.

Cell 306

The following week, 494 entered 452's cell, waiting around for 452 to appear for their "date", but she was no where to be seen. He passed time by napping on her cot. Over the week, his mission had progressed some. 452 was still completely annoyed with him, but she had also started telling him indirectly a lot about her. There was still no mention of a boyfriend, or of an escape, but at least he felt he was getting closer to the truth.

The other X5s continued to ignore her, since she completely ignored them. All of them were curious though, and some even asked 494 what little he knew about her. Not surprisingly, the guys wanted to know if the sex was good. 494 kept things vague. He didn't want to give her a good reputation, but he also didn't want to give her a bad reputation. It would possibly make his assignment from Renfro more difficult.

A slight disturbance disrupted 494 from his thoughts as a small figure crawled out from underneath the cot. There went his primary objective. She was indeed planning an escape.

"Forget we had a date?" 494 asked casually.

"So when do the stormtroopers burst in?" she asked in return.

494 laughed lightly. "Don't worry. I didn't set off the alarm. Not yet."

"What do you want?"

"I'm not looking for trouble. What you do is your own business."

494 helped Max cover up the hole again.

"Why do you want out of here so much?" he asked, hoping perhaps he'd find out if there was a love interest beyond Manticore walls. "You've got a roof over your head, plenty to eat...which is more than you can say about most people out there."

"You think Manticore takes care of you out of the goodness of its heart? It's using you."

"No one's using me," 494 defended.

"That's what you don't get. You work for the bad guys."

494 shrugged and headed towards the door. He had enough for one night.

"I'm going to be out of here in five minutes and you'll get rid of me for the night. OK 452?"

What she said afterwards surprised him even more, but his face didn't show it.

"My name's Max."

"Whatever you say," 494 replied dismissively. Psy-ops apparently didn't do too good of a job, he thought to himself.

"You should have a name too."

"I told you, my designation's 494."

"Doesn't suit you. I'm going to call you Alec."

"Alec?"

"As in smart aleck."

494 thought about it before replying, "I can live with that."

"Good, 'cause my next choice was Dick."

Alec grinned as he knocked on the door and called for the guard. "See you around...Max."

He went back to his cell for the night, but he would head directly to the Director's office as soon as the sun rose. He thought about the name Max had given him...he really did like it. He reminded himself to omit that from his report tomorrow.

Director's Office, Manticore

The following morning, he waiting patiently for the Director to admit him into his office. When she finally did, he stood at attention and gave his report.

"I assume you've found something important?"

"Yes ma'am. It is confirmed that 452 is planning to escape."


A/N: Well, here's the update. It's a bit longer that normal - I expanded on it a bit after I wrote the original chapter. I'll try to do that from now on if possible so that the chapters will be a bit longer with each update. I understand some people may be on vacation this past week, so I hope you have been enjoying your Independence Day celebration (USA). Not to complain too much, but it is rather depressing to see so many people place this story on their alert list but less than half that number give a review...

The Alec/Max interactions were fun to write this chapter, so I hope you enjoy reading this as much as I enjoyed writing it. Please review!!! I'll be sure to respond!

For my anonymous reviewers...

Thanks for reviewing Cindy, Kayla, and Astra.

Astra: As for Max willingly copulating with Alec - I've entertained that idea myself! I mean, it would be quite amusing to see Alec squirming his way out of that after wanting to do it. Later edit: I actually revised this chapter to include the heat segment based on that concept you proposed, so thanks for bringing it to my attention! Of course, it's not as close as I'd like to explore, but it was the closest I could manage without distorting too much of the storyline.