Disclaimer: I don't own any of the characters from the TV show Dark Angel. I do however own Retha from one of my other fics ITHOB. I am ignoring the runes in this story.

Author's Note: Unless otherwise noted, during all of Max's memory cut scenes, her current thoughts/feelings/actions will appear in bold font. The actual memories will be in italics. Wherever possible, I've tried to group dialogue and such from the memory together in easily readable segments. However, most of her thoughts and monologues should be read as happening at the same time overtop of the memory segments (which would be happening in the background). Clear as mud? I hope not.

Chapter 3

Day 1 – 2025Jan06 – Approximately 1:00 pm…

Max strode blindly through the mist, striving to remain calm, and suddenly found herself standing just inside the doorway of Alec's old TC apartment; the mist gone again like it had never been. Blinking rapidly, she did a double take when she saw herself pacing agitatedly in front of the slightly frosty living room windows, looking nervous as all hell. "What on earth…" Even more confused now, she backed up against the door behind her, leaning against it for support as she took in the scene. Her mind automatically filling in some of the extraneous details from her familiarity with both the location and the people present.

2022Feb02 – 04:30 am

Alec groaned and stumbled wearily out of his bedroom in a hastily donned pair of grey sweats, scrubbing a hand over his face and scratching absently at his bare chest with the other as he made for the kitchen. Grabbing a bag of carefully hoarded coffee grounds from the freezer, he began brewing just enough for two cups, barely suppressing a yawn as he raised an eyebrow at her in irritation. "Alright, so exactly what the hell is so important that you had to bang on my door and drag me out of bed at…" glancing down at his watch, he frowned, "…4:30 in the frickin' morning to discuss it? Couldn't it wait a few more hours?"

"Umm… well… It's kind of important. And private." Continuing to pace for a minute or two, Max finally stopped and stared out his window into the dark, fumbling for words. "You see, it's like this... I... uhh... I have a bit of a problem..."

She faltered, not exactly sure how to ask for the huge favor she needed from him, no matter how friendly they'd gotten lately; common goals and common enemies bridging the remaining gap between them as nothing else could. Sighing loudly, she tried again. "There's something I... I need to ask you… and I…"

"Oh come on Max." Groaning again, Alec checked the pot and started pouring the coffee, "Just spit it out already. Please? I'd like to try and get at least another hour or so of sleep before we have to go in to HQ."

"Ugh!" Whirling around as she lost her nerve, his surly attitude a bit too much to take in the current state she was in, she made a beeline for the door, muttering wildly, "You know what? Never mind. I'm sorry I disturbed you. This was a crazy idea to begin with, so just forget I was ever here and go back to bed."

"Whoa, whoa, whoa." Hurriedly putting down the mugs he'd just filled, as he finally registered how huge this obviously was to her, he rushed over to the door to intercept her, stopping just in front of her and putting his hands on her upper arms. "Relax Max. I'm sorry I was so grumpy; I'm just tired is all. But come on over here and sit, and we'll talk. Alright?"

Recognizing the conversation from an incident that had occurred almost three years ago now, Max's brow furrowed as Alec calmed her doppelganger down enough to lead her over toward his couch, pausing to pick up their mugs of coffee along the way. Neither of them appearing to take any notice at all of her presence in the room.

"Am I dreaming?" she murmured to herself. The… dream?... memory?... having a somewhat surreal quality, almost as if she were viewing the events through someone else's eyes, with the unexpected bonus of a slightly more impartial viewpoint.

Handing her her mug and taking a quick drink from his own, Alec twisted around on the couch to face her, ducking his head down to try and catch her gaze; since she was studiously avoiding his eyes, much preferring to examine the cushion between them instead. "So what is it Max? What's wrong? You know you can tell me anything."

"I thought I could too, before I got here. But this?" Her face flushed red as she avoided his eyes again and took a sip of her coffee, then stared down into the mug like it held the secrets of the universe. "It's embarrassing Alec. And if I'd have been able to think of any other options or solutions at all, I wouldn't even be here."

"Yeah. I kinda got that impression from the way you just tried to hightail it out of here, almost as if the hounds of hell were nipping at your heels or something. And I really didn't think I was that scary." Raising an eyebrow at her and grinning a bit, he tried to pull an answering smile from her lips.

As she tried to puzzle through her situation, she wondered aloud, "Somehow I don't think so. This feels too real to be a dream. And usually I can wake myself up easily enough, not to mention the fact that it's rare for me to sleep long enough to have a long convoluted one like this. So that's probably out." She frowned. "Of course, I suppose something bad could've happened to me. Hurt me enough to maybe knock me out or something? That might explain what's happening to me but…"

Her face paling slightly as she had another thought, she muttered, "Maybe I'm dead and just don't know it yet. That hallway could be some form of limbo or something…" Reaching out quickly to reassure herself, she felt her own arms and then touched the kitchen counter and some of the items on top of it.

She shook her head in confusion, "But I don't think that's it either. I still feel solid and so does everything else around me for that matter. And from what I've heard, I think ghosts are supposed to be able to walk through walls and weird shit like that."

"So that pretty much leaves me with the hurt/unconscious theory. Which means I'm probably stuck inside my head somewhere. But if that's true, how do I get back out? And what the hell happened to cause it in the first place?" Truly mystified, but not feeling particularly inclined to delve too deeply into it just yet, her instincts shying her away from tackling that potential bombshell, she decided to check out her surroundings a bit further instead.

Stepping away from the door, she moved over toward Alec's bedroom, slowly drawing closer to the couple and looking around her curiously. She paused to wave her hands in front of both of them, just for good measure, but still got no reaction even though she was only wearing lingerie. Peeking into his bedroom for a moment, she had to snicker when she noticed his clothes strewn out all over the floor. "Some things never change."

When that failed, he gave up and grew serious again, putting down his coffee and focusing his attention on her, "Look Max. I know we've had our share of differences over the time we've known each other."

"That's putting it mildly," she snorted and then took another drink.

"But whatever else you may think?" He caught her gaze and held it. "I am your friend and your second, and you have to know that I will stick by you and have your back with whatever this is. Just like I've taken your side against the factions wrestling for control over TC. Despite the fact that one of them is being led by my old CO, and the inordinate amount of pressure he's been putting on me to come over to the dark side and join him." He smirked slightly at the reference to the old sci-fi flick they'd watched several months back. Before the shit had really started to hit the fan.

Her eyes naturally drawn back to her future mate, she watched him closely with fresh eyes, finding it all too easy now to make out the true affection and concern for her he held banked behind his eyes. Something that had completely escaped her notice when this had originally happened. "Of course, maybe I just wasn't willing to see it back then either, since I was still newly broken up with Logan at the time," she murmured to herself. "I wonder what else I've missed though..."

"So just tell me what the problem is already. Maybe I can think of something you haven't." His face as open and appealing as he could make it, he stared her down, waiting patiently.

Sighing heavily, she put down her cup and chewed on her bottom lip for minute, then said, "You've got to promise me you won't laugh. Or crack any stupid jokes about this either. 'Cause I will kick your ass for it."

With only a slight glint in his eyes, he pursed his lips for a moment, seeming to debate the merits of what he was about to do. Then crossing his fingers over his chest and holding them up in a boy scout salute, he vowed with a completely straight face, "I swear to God I will not laugh or crack any stupid jokes about this."

"Idiot." Rolling her eyes at his slight dig and shoving lightly at his shoulder, she couldn't help but grin, despite her best efforts. "Fine, be that way. But consider yourself warned." She pointed her finger at him in emphasis and then got back up, beginning to pace once more. "So here goes. My problem is..." deciding it was best to just spit it out, she finished in a rush, "I'm due to go into heat soon. Like really soon. Probably within the next day or two."

Alec's eyes widened noticeably, as that was the last thing he'd been expecting her to say. "O-kay."

"And, well, obviously the timing sucks," she huffed. "With all the infighting running rampant through TC over the past three months, I can't afford to do like I normally would and just go to Cindy's to lock myself away for a few days until the urge passes. Things would go to absolute shit around here. 'Cause sure as hell, somebody would try and take advantage of my absence. Even with you here holding the fort."

"No argument there." As precarious as their control was at the moment, it wouldn't be wise to give their opposition any further ammunition to use against her. He knew, only too well after all, the sly and positively snide backstabbing and posturing that would start up the moment she appeared to run off; quite a few of their people still viewing her as a traitor for deserting in '09. Not to mention for having an ordinary as a boyfriend, which had contributed greatly to her decision to finally break things off with Logan for good just over six weeks ago. Their long distance relationship slowly fizzling out anyway due to the virus and the huge demand running TC was placing on her.

Wheeling around and waving a hand toward his TV in emphasis, she muttered angrily, "And with the way my picture is still being plastered all over the news as one of the faces of the 'Transgenic Menace', it's pretty much impossible for me to go outside the gates anymore without getting recognized. So I certainly can't pick up some guy off the street to work this out with quickly either. It'd be too dangerous. I'd be liable to wind up getting lynched!"

His eyes darkening at the thought, Alec shook his head vehemently. "Yeah. That's definitely out."

Barely even sparing him a glance, she agreed, "I know! And hooking up with some random X here in TC? With all the power plays going on? That's a whole other recipe for disaster." She shook her head authoritatively as she stopped in her tracks and faced him. "I don't want to have deal with somebody thinking that they have some sort of claim on me, or feeling like they can start telling me and the rest of TC what to do all of a sudden, just because I slept with them once!"

Alec barely managed to nod, as he started to get an idea of where she was going with this and why she'd come to talk to him about it. Not quite daring to hope that she might actually ask him. But sure enough…

"The only thing I can think of, to maybe manage to get through this with a minimum of fuss, is that…" Taking a deep breath and turning slightly away from him as her cheeks reddened again, she murmured hesitantly, "maybe… you might consider helping me out through this."

When silence reigned and she felt him just staring at her, she gulped nervously and rushed to explain. "And I realize this could end up making things kind of weird between us, at least for a little while, but you are my friend and I do trust you. You're the only one I could think of, that I could actually consider doing this with. And you're certainly no stranger to one night stands, so you wouldn't be looking to make this into something it's not. It'd just be sex, pure and simple. A temporary 'friends with benefits' type dealio."

Max gasped as she saw the hurt in his eyes, almost immediately veiled from sight, and leaned back against the wall just outside his room, stunned as she realized how much she'd hurt him back then without even noticing or intending to.

"So you'd like me to 'take care of you' during your heat," he euphemized cautiously.

Nodding, and beginning to wonder what the hell she'd do if he said no, as seemed halfway likely now, Max swallowed what was left of her pride and acknowledged, "Yeah, I'd prefer it be you. If you wouldn't mind?"

Reaching out for his coffee, Alec raised it to his lips and took a large gulp as a stall tactic, needing a moment to get his thoughts in order. He couldn't help but stare at her though, beautifully flushed as her teeth worried at her lower lip. She wouldn't quite meet his gaze, her eyes instead glancing over his body and lingering slightly over his chest and shoulders. Fascinated by that little tidbit, he realized that really, with the way he was starting to feel about her? It wasn't that hard of a decision to make.

"Yeah." He nodded slowly, careful to keep his voice and expression neutral. "I think I could do that for you."

"Thanks." Feeling a bit awkward now and not quite sure of what else to say, she nodded gratefully and stood up, walking quickly toward the door. "I guess I'll let you get back to sleep then. See you later."

Sighing, Max looked around the room wistfully; figuring that she was probably due to get sent back to that pristine white hallway and wishing that she could have visited here one night later instead. It certainly would've been more interesting, not to mention a hell of a lot more fun. The memory of how incredibly he'd blown her mind that night, showing her beyond a shadow of a doubt exactly how much better sex could be with one of her own kind, still extremely gratifying to this day.

And when the mist almost immediately began to swirl up around her, as if on cue, she was more than prepared for it. But she barely even had time to move before it resolved itself and she found herself back in the exact same position. Only this time there was nobody on the couch...

2022Feb02 – 11:30 pm

Max sailed through his unlocked door, not even bothering to knock; too intent on being able to properly scratch her itch to worry about silly little things like social niceties. Striding determinedly through his darkened apartment she headed straight for his bedroom, hearing the slight hitch in his breathing as he sensed her presence.

Alec sat up quickly from where he'd been starting to doze off, instantly on alert. His glowing green orbs roving over her as she approached his doorway, fixating on the perspiration beading her skin and the dark hungry stare she was damn near eating him up with as she crossed her arms over her body and pulled her shirt and tank top up over her head, tossing them aside without even a second glance. Her bare breasts swaying and gleaming in the moonlight as she strutted toward him, supremely confident in her own appeal.

Smiling to herself as she recognized the feverish glint in her eyes, Max turned to go into his bedroom too, excited that she was actually going to be able to watch them be together. The extremely active and healthy sex life they enjoyed never failing to get her engine revving.

She didn't quite get out of the doorway fast enough though and her double passed right through her; sudden red hot desire flaring up and burning brightly through her own body with the brief connection, taking her completely by surprise. Stumbling in the last few steps and steadying herself on the wall, she tried to catch her breath, but couldn't quite manage.

Gulping hard, his voice low and husky as he took in the magnificently uninhibited goddess before him, he murmured, "Guess you were right about your heat coming soon."

"Mmm." Standing at the foot of his bed now, Max licked her lips in anticipation as she eyed his half-naked form, much too preoccupied with the obvious tenting of the blanket at his waist to really be bothered with what he was saying; an utterly feminine smile of satisfaction settling on her face. Longing coursing through her at the thought of the sheer unadulterated pleasure she was about to experience, something she hadn't allowed herself to indulge in for far too long. The knowledge that she could afford to completely let go and just enjoy herself with him, without guilt or restraint or worry weighing her down, only enticing her more.

Alec understood after all, as only another transgenic could, the hunger firing up through her core. The hedonistic desire to touch and be touched, to taste and smell and just feel on a level that was near indescribable. An immense sensual and sexual appetite yearning to be fed. And fed well. The heady scents of testosterone and purely male X5 musk he was now dropping absolutely intoxicating to her; the answering rush of her own hormones and pheromones spiking through her and reawakening long-buried instincts and desires.

Her hands sliding provocatively up over her body, she put on a show for him; decadently pausing to play with her own tits, loving the luscious weight of them filling her palms and the soft silky feel of her own heated skin. Stroking and tugging at her already erect nipples and tweaking them between her fingers, she gave Alec a wicked grin when he swore softy at her, his eyes glittering wildly with desire.

"Damn sweetheart. Much as I love watching, think I'd prefer to take care of that for you. So why don't you finish undressing and come on over here." His huskily drawled suggestion slid over her senses like a physical touch.

Nodding with a playful smirk and dropping her hands to the waistband of her pants, she pushed them down slowly over her hips, enjoying the feel of his heated gaze focused intently on her, and only her. Bending over and wiggling her hips as she tugged them all the way off with her footwear, she shivered when she heard a deep growl escape the back of his throat; the provocative little lacy red thong she was barely wearing the most likely instigator.

Max grinned seductively as she straightened back up, grabbing hold of his blanket and giving it a hard tug all the way toward her, baring him completely; then oozed onto his bed and started crawling her way up over him. Grazing her nipples along his thighs and stroking her fingers up over his tight abs, she pushed him back down onto the pillows, all too eager to get this party started...

Please go to my LJ account (see profile) for the rest of this chapter as it is rated above FFN's limits.