A huge thank you to Bee-back (as always lovely, you're answer is on the bottom), narelclollie, amee28, br0kensilver and RosaSilvermist for your amazing reviews. You guys keep me going!

Thank you, thank you, thank you for all the favs/follows this past month guys! I thought we might hit 200, but you guy shot past it at the speed of light!

Oh, for those of you who wanted more Bellamy/Alex interactions, this chapter is just for you! Enjoy! :)

Chapter 15

Her feet flew over the soft forest floor ground, each step propelling her forward with an desperation to get away. With every ragged gasp for breath came the bitter tang of panic in the air.

Run!

The loud warning blare from the horn only seemed to echo her fear.

After she'd shouted at Charlotte and Bellamy, Alex had latched onto the young girl's arm, dragging her into the forest, heading back in the direction they'd come from. Deep inside, she already knew that there was no possible way that they would be able to outrun the fog and get back to the dropship in time. It was moving too fast and they were running too slow. They'd watched it progress for too long.

So what if you get back to the Dropship? There's no way you'll be able to get everyone inside before the fog arrives! A sudden terrifying thought occurred to her, what if it had already hit the rest? You heard those screams - had they come from camp? Or someone from the hunting group? She thought, desperately trying to figure out their location in relation to the rest of the group. Where had everyone gone - she hadn't been paying attention.

All thoughts vanished from her head when Charlotte's hand was torn from her own. Heart jumping into her throat, Alex stumbled as she skidded to a stop, her feet trying to find a foothold on the root covered ground.

Whirling around, she barely had time to register that Charlotte had fallen - her foot caught on a root - when Bellamy reached down mid-stride and hoisted the young girl up by her armpits, once again setting her on her feet. He didn't let her go, instead keeping a firm grip on her arm, dragging her along behind him. Charlotte's eyes wide and terrified as she struggled to keep up.

Movement behind them caught her attention and she could only watch in horror and disbelief as the yellow wall of fog slithered through the trees, it's tendrils reaching and grasping as they silently made their way towards them.

Alex hadn't realized that she'd just been standing and staring, when a hand grasped her upper arm and yanked her around.

"Move, Evans! Move!" Bellamy snapped at her, propelling her forwards in front of him. For a second, her feet struggled on the uneven terrain before she caught herself on a tree and regained her balance. Glancing over her shoulder to make sure Bellamy had Charlotte, she turned and dashed through the trees.

Since she was in the lead, Alex tried to guide them in the direction she knew the Dropship to be. But as they passed tree after tree, she rapidly lost track of where they were, the area around them beginning to blur into one. Heartbeat pounding in her chest, her eyes darted left and right as she ran, looking for any sign of familiar landmarks.

Useless, useless, useless. She berated herself, sidestepping a bush before ducking under a fallen tree. How are you going to get us back if you don't know where you're going?!

"Steer left Evans." Bellamy suddenly panted at her back. Without question she did as he said, knowing that he must have had some place in mind.

It's definitely not the drop ship, she thought, noting the change in the slope, at how they were now moving along the slope instead of heading up at an angle. Don't know what he has in mind, but it better be close. Her lungs and her legs were beginning to burn something fierce, and she knew that she would never have been able to make it back to the dropship. It was too far away. They were too far away.

When a figure suddenly burst through the trees in front of her and slammed into her side, Alex let out a strangled scream as the force slammed her into the ground, scraping her the exposed skin of her arms on the rough terrain. Winded, Alex struggled to regain her breath, the world spinning around her for a few seconds. The attack apparently hadn't been intentional, she duly realized, as whoever had hit her lay moaning on the ground beside her.

Coughing, Alex forced herself back on her feet, ignoring the sting of open wounds, staring down at an extremely shocked Atom, his eyes wide as he stared back up at her.

As he opened his mouth to ask what she assumed was going on, Alex was already shaking her head at him, reaching down and bodily hauling him to his feet. Glancing over her shoulder, she barely caught sight of the deadly fog before shoving him along.

"What-" he began, not even glancing in the direction of the fog, and she knew that he had no idea what was really happening.

"Poisonous fog...no time. Run!" She snapped at him, laboured breathing, from the running and the collision, barely allowed her to talk.

Alex's eyes met Bellamy's glare that bordered between irritation and worry. He was ahead of her, with Charlotte by his side. The two had slowed their pace to a jog because of her. She felt anger and panic rise inside her - it wasn't her fault Atom collided with her. "Come on!" she called over her shoulder at Atom, taking off after the other two. She had to catch up.

When the two in front of her disappear around the corner of a rocky bank, Alex felt irrational panic surge through her. What if she rounded the bend and couldn't see them anymore? What would she do if she got separated from them?!

No no no no no! Come back! She mentally screamed at them, picking up her pace, her lungs already working past their limits, not giving her enough breath to call out.

Rounding the corner, she was instantly relieved when she caught sight of Bellamy's dark jacket, Charlotte standing next to him, both facing the rocky cliff face, Bellamy urgently nudging the younger girl towards its front.

This is his plan? What is that idiot thinking? We're never going to be able to outrun the fog by climbing up!

Coming up behind them, she quickly realized that that's not what he was doing at all.

He wasn't encouraging Charlotte to climb up, he was motioning her towards a gap in the rocks.

Skidding to a stop, Alex froze, all the blood draining from her face as she watched Charlotte duck through a tiny gap between two large rocks.

Too small. Too dark.

Even as she watched, the chilling blackness seemed to swallow up the young girl as she ducked into it. Then she was gone, engulfed in the shadows.

A cave, she thought, the word shooting a wave of terror through her, her body going cold at the foreign notion.

The world slowly closed in around her, until all she could focus on was the pitch black mouth in front of her, forgetting entirely about the fog at her heels. I - I can't.

The sounds around her faded into the distance, the horn dying away completely, leaving nothing but the rapid pounding of her heartbeat in its place. The sound seemed to fill her head, thundering through her chest, making it hard to breath. Her skin felt sensitive, the hairs on her arms and neck standing on end, as if the temperature around her had dropped far too quickly.

"-ans! What are you doing? Let's go!" Bellamy's voice suddenly cut through the fog that had settled around her brain. Her eyes snapped up to his face and she found him eyeing her, his expression somewhere between worry and fear. "We need to get inside!"

Go inside?

She was already shaking her head before she'd fully comprehended his words. Stumbling back, she moved away from him, away from the cave.

"I...no. I can't." She stumbled over the words, her lungs seeming to struggle with the small task of talking.

A frown settled over his face. "What?" He demanded, looking perplexed at her answer, his eyes taking in the clammy look of her face and her defensive stance. "What's wrong with you?" He took a slow, careful step towards her, acting like she was about to bolt. Maybe he was right.

Raising her hands up in front of her as if ward him off, she quickly realized they were shaking and clenched them tightly instead, moving them back down to her sides, trying to stop the uncontrollable movement. His eyes followed the movement with sharp eyes.

"I just...can't." Her tone held a pleading edge as she gazed back at him, hoping to convey the fear - the terror - that filled her at the thought of going in there.

He took another step towards her. "Evans, we don't have time-"

But it was too late. The first wisps of fog slid around the corner, trailing over the ground towards them.

Even though it hadn't fully settled upon them, her eyes began to burn, the nauseous smell of sulphur filling her nose as she stumbled back, her skin started to itch and burn. With a single gasp, her lungs followed suit, sending her into a fit of coughing that shook her body.

Eye's sliding closed on instinct, to ward away the burn, she barely heard Bellamy coughing in front of her before strong arms wrapped around her torso, pinning her arms to her sides. Panicked and shocked, she gasped, lungs burning as she was pulled back towards a firm chest and lifted completely off of her feet.

What is he doing?! Her mind screamed at her sending her into a panic, her movements frantic as she struggled against him, her elbow instinctively slamming back against his stomach.

Bellamy grunted at the hit, but didn't let go, his grip only tightening in response as he hauled her forwards. With each of his footsteps, she could feel him coughing, his chest shuddering is he tried to avoid breathing in the toxic fumes that permeated the air around them.

Then she realized where he was dragging her.

No, no, nononono!

A choked cry escaped her and her struggles against him doubled in strength, using her arms and legs, looking for any purchase she could find. But her toes barely scraped the floor, her arms held fast at her sides, her hands only able to grasp the fabric of his clothes.

"N-no! Let - me go!" She coughed, but he ignored her, lurching them both forward and ducking down and through the small break in the rocks, desperate to get them away from the burning fog.

Her whole world went black.

Adrenaline flooded her system, her senses flaring out in panic, everything around her becoming crystal clear despite hardly being able to see anything around her.

The limited light coming from the mouth of the cave glinted off moist walls, the air tasting stale and damp. Any sounds they made reverberated through the small space around them, but sounding deadening all the same.

Despite knowing the rock walls around them didn't move, couldn't move, they pressed in around her, drawing closer, pressing against her.

Then the space around her was getting smaller.

And smaller.

Air solidified around her, her throat closing off entirely, leaving her lungs screaming for air, each ragged gasp for breath doing nothing to alleviate the overwhelming feeling of drowning.

She hardly felt herself being settled on the rough ground, her knees giving out beneath her until her back rested on the uncomfortable cool rock behind her, the arms that had been supporting her sliding away, leaving her alone.

Alone in the dark.

With a pained moan, she rocked forwards, her hands pressed against her head, fingers threading tightly through her hair, the sharp tug at her scalp giving her something to hold onto.

Darkness embraced her, it's grip too tight, trapping, squeezing, suffocating. Her body shook, the need to scream held back only by the desperate need for air.

She was losing control.

"Evans?" Blake called to her when he finally stopped coughing, his voice rough, echoing in the small space around them. "Shit - what's the hell's wrong with her?"

"I think - I think she'd afraid of this." Charlotte's voice filled the space around them, sounding scared and unsure.

"Of this - of what?" Bellamy questioned, sounding confused, shifting on his knees, the low ceiling of the cave not giving him enough space to stand.

"Small spaces." The young girl elaborated, her voice low, as if she knew she were sharing a secret she wasn't supposed to. The cave felt back into silence, all except Alex's gasps for breath.

Through the panicked haze of her mind, Alex heard them, vaguely noticing that they sounded like they were talking at the far side of a large room, not just a few feet in front of her.

"Evans, hey." Came Bellamy's voice, suddenly sounding much closer, like he was directly in front of her. His tone had taken on an unknown tone, sounding soft, soothing, as if he were trying to calm a wild animal.

Her lungs burned.

Can't breath, can't breath, can't breath.

"Eva-" he paused, "Alex, can you hear me?"

Alex?

The sound of her name coming from his lips speared through the fog over her mind, giving her something to focus on. She latched onto it with all her might.

Focus, focus on it.

Although she continued gasping for breath, her eyes peaked open - when did I close them? - and met his worried gaze, the skin tight around his eyes as he stared back at her.

When her eyes met his own, his face softened. "There you go. You can do it. Focus," he told her, his voice firm. He was crouched down in front of her, but when he saw he had her attention, he shifted until he was sitting cross-legged, his shins touching her legs, which were folded up under her chin.

Slowly, cautiously he reached out, grasping her wrists, and trying to gently pry her hands away from her head, where they were fisted painfully into her hair. Slowly she let go, allowing him to tug them away, but he didn't let go, instead turning them over and wrapping his fingers around her own, holding them gently but firmly.

"Hey, you're okay," he said, voice steady and soothing, giving her hands a small squeeze. "Focus, look at me." He ducked his head down to try and meet her eyes. Although it took a few seconds, her watery grey eyes met his brown, and he gave her an encouraging nod. "Good. Good, now, I want you to take a deep breath and hold it for a second, then let it go. Breathe, Alex. Do you think you can do that?" He leaned towards her, his face hovering just over her knees, never breaking his gaze, his grip constant in her hands.

Focus, breath. Focus on him.

Holding his hands as tightly as she could, she forced herself to give a shaky nod, and he shot her an encouraging smile.

"You can do this," he continued, his voice gentle but commanding, giving her no option but to comply. "In and out. Breath."

Breathe. She repeated to herself. You need to breathe.

Eyes sliding closed, she focused all her attention on regaining control. At first, her lungs protested, the air struggling to move through her airway, getting cut off before it could reach them.

In and out…. In and out.

But as minutes went by, her breathing slowly began to even out, easing the tightness around her chest. Each breath reaching deeper into her lungs, and with it came relief.

When she finally took a deep breath and held it for a moment, Bellamy gave her hands a reassuring squeeze. "There you go," he said, sounding slightly relieved.

With her breathing returning to normal, the panicked haze that had fallen over her mind beginning to fade, and reality was quick to set in.

Oh God, Blake just saw you make a fool of yourself, was the first thought that crossed her mind, and instantly felt her cheeks flare red, embarrassment washing through her.

What's he going to think now - Poor little Alex, the crybaby who's afraid of absolutely nothing. You're such a coward. She cringed at herself, before slowly opening her eyes to the darkness - she stamped down hard at the flutter of panic that rose up within her - her gaze falling to the side, and with a jolt, realized he was holding her hands…and that her cheeks were damp with tears.

With a jolt she slid her hands out of his, momentarily surprised when she met a slight resistance, before quickly wiping her face, trying to erase any evidence of tears - and embarrassment - from her face, before tucking them under her arms.

She knew his eyes on her but refused to meet his gaze, knowing he was watching and waiting.

Waiting for you to have another mental breakdown, she thought bitterly. He probably thinks you're crazy.

Now that she could hear past the pounding of her own heartbeat, all she could hear was the uncomfortable silence that had settled around them. Say something.

She cleared her throat, eyes fixed on the small amount of light coming through the cave's entrance, trying to ignore the darkness around them. "I'm sorry." She finally said, her voice rough. Sorry for what she didn't know. Being a wimp? Being weak?

She nearly jumped when Bellamy slid around so he was sitting beside her, back resting against the cave wall, his side pressed against her own. She could feel the warmth radiating through his jacket and into her own. Was he doing it on purpose? Did he know the comfort it brought her, being reminded that she wasn't alone?

Yeah. Right.

However, she didn't know if she should be mad or not about the fact that he'd most certainly just placed himself between her and the only exit on purpose. But her mind felt too heavy, too tired to gather the strength to be angry.

"You don't have to apologize," he told her with a sigh, leaning his head back against the cave wall, stretching his legs out in front of himself, as far as the cramped space allowed, folding his arms across his chest.

Unsure and not knowing what to say after his comment, Alex looked around the cave instantly meeting Charlotte ever watchful gaze. She was sitting at the back, perched on a shelve in the rocks, her arms wrapped around her knees in front of her. She was relieved to see that the girl wasn't looking as scared as before, the wild and terrified look in her eyes had faded away to exhaustion. Although the worried look on her face seemed permanently present.

Idiot, she's probably worried about you.

When Charlotte shot her a small tentative smile, she returned it with a tiny one of her own hoping that it came across as at least marginally reassuring. She must have partially succeeded when she turned away, her blue eyes resting on the cave entrance once again.

Then she realized something.

"Atom?" She asked reluctantly. He wasn't in the cave with them. With a frown, she thought back to when she'd last saw him. Hadn't he been right behind them?

"I couldn't - he didn't make it in," he said slowly. His shoulders rubbed against hers as he sighed.

"Oh." She tried not to think of what that could mean, rubbing her hands together, knowing that she didn't like the dread that shot through her when Bellamy didn't meet her gaze. "Maybe...maybe he made it somewhere safe."

"Yeah. Maybe." Bellamy swallowed, shifting slightly in his spot, turning to gaze out the cave entrance,

"Is it still…?" She began to ask after a pause, wondering if the fog was blocking their exist.

Bellamy nodded slowly. "I think so. But I'm going to give it some time before I check. We don't need to lose anyone else."

Alex bit the inside of her cheek. Please, let him have made it somewhere to hide.

When silence descended upon them, Alex saw Charlotte settle back against the rock, curling up and attempting to get comfortable, allowing her eyes to slide shut. Leaning her head back with a sigh, she decided to follow suit, allowing her eyes to slide shut. Maybe when you wake up, we'll get out of this hell hole.

But as the seconds dragged into minutes and the minutes into hours, Alex realized that sleep was not going to come easy. The air in the cave was quick to warm up, and Bellamy shifted beside her, shoulder and arm rubbing against her own as he slipped out of his jacket.

Finally, with a weary sigh, Alex opened her eyes as she leaned forward, relaxing her legs until they were crossed in front of her, her elbow resting on her thighs as she rubbed her face tiredly. She wasn't going to be able to sleep at all.

"Can't sleep?" Bellamy asked her quietly, being mindful of Charlotte who was snoring softly at the back of the cave.

Pinching the bridge of her nose, she shook her head, letting out an unintelligible noise of agreement. He huffed a laugh beside her.

"You know, I remember you from the Ark." He said abruptly.

With a frown, she turned to look at him, wondering what he was talking about. She didn't remember him at all. "What - you do?"

"Yeah, you used to hang out around the cafeteria on Alpha. You and those two scrawny kids. Used to get into trouble all the time." He shot her an amused look out of the corner of his eye.

Cocking her head to the side, a rueful smile crossed her face at his observation. "Yeah, that was us, back in the day." She gave a snort of laughter, "Liam, Nate and I were terrible. Mr. Miller even used to call us the Terrible Trio." The smile slipped from her face, her chest aching thinking back to better times. "So, wait - you were in Alpha? I don't remember seeing you there." She wondered, studying him curiously.

"I used to pick up supplies at the Laundromat," He explained, with a shrug. "But I spent most of my time in Factory before entering the Academy."

A small grin twitched across her lips. "You know, we once reprogrammed the Laundromat door's to only open half way before closing again," she shook her head, "you should have seen the number of people who walked right into the door."

"That was you?" he asked, before raised an eyebrow. "How did you manage to get access to the control panel?"

"Nate swiped an Access Card from some techie working on Alpha that day, the rest was all me," she said, looking smug.

Bellamy shook his head, although clearly looked amused. "Being criminals before you were criminals, why am I not surprised."

"It's only a crime if you get caught," she told him seriously, but when he raised an unimpressed eyebrow at her, she sent him a small wink.

Oh god, did I just wink at him? What are you doing? She wanted to bang her head against the wall.

"He still watches you, you know," he said thoughtfully, seemingly unaware of her inner dilemma.

She narrowed her eyes at him. "Yeah, cause that's not a weird and creepy statement to make."

He rolled his eyes, "Miller - he still keeps track of you. When you're not looking."

"Oh, even better," she pressed her lips together, feel a stab of pain in her chest at the thought of her old friend, her gaze falling to the side. "Probably waiting to rage and scream at me 'bout how everything's my fault."

"Hasn't he already done that?" He asked, before raising a hand in front of himself in defense of her glare, not looking sorry about his quipped remark. He shrugged. "Seriously though. I don't think you've completely burned down that bridge yet."

Yeah, right.

"That's reassuring," she snapped lightly and when he looked like he was going to continue, she quickly interrupted with a sigh. "Look, can we not talk about him right now - or ever really?"

They fell into an uncomfortable silence, Alex staring pointedly at the glistening wall across from them, trying to ignore how Bellamy studied her out of the corner of her eye.

She sighed, "I have to ask - are you really a guard?"

He threw her a cocky grin in response. "What do you think?"

She rolled her eyes in response, although she couldn't stop the upwards tick of her lips. "I think you probably wouldn't tell me either way."

"True," he gave her a pensive look. "Being a guard has its benefits," he wiggled his eyebrows at her, looking sly, " whether it's true - or not."

She huffed a laugh, giving him a look. "I'm sure it help get into all the girl's pants," she quipped dryly.

"Not all," he quipped lightly in reply, giving her a pointed look.

She narrowed her eyes at him in response. "Not going to happen, Blake."

He huffed a laugh. "It was worth the-"

A soft pained moan echoed through the cave, cutting him off, and they both whipped around to look at where Charlotte was sitting, eyes closed, still asleep.

But it was clear whatever sleep she had was anything but peaceful. Her face was pinched in a pained expression and she kept flinching back, as if trying to move away from something in front of her. When she gave another pained moan, Alex knew she had to do something to help.

Leaning forward with the intent of getting up, trying not to think about how that would put her further into the darkness, she was halted by Bellamy's hand, which grabbed her own, pulling her back before she could even get to her knees.

When she turned to frown at him, trying to shake his hand from her own, he refused to let go simply motioning for her to sit back down. "Stay here. I've got this."

"But…" The words died at her lips when he sent her a stern look.

"You're not going to be any help if you're having a panic attack while she's having a panic attack."

Her mouth snapped shut, knowing he had a point. Leaning back sullenly, she rested her back against the cool rock again as he pushed himself up. Still on his knees, her turned back to her giving her a look.

"Are you going to be okay?"

Startled by the sincere question Alex gave a slow nod, "Yeah."

After a moment, he nodded back, before glancing at the up at the mouth of the cave, then back down towards her. Slowly releasing her hand, he raised a finger towards her, he gave a serious frown, "Don't move," he warned, "I'm not going to go chasing after you if you make a break for it." He nodded towards the front of the cave.

"I'll be fine."

With an almost reluctant look, he turned away, heading towards Charlotte who'd begun to cry out and thrash in her sleep.

Puzzled, Alex watched him go, wondering how this was the same Bellamy she'd been butting heads with from the moment they landed. Somehow, he'd helped her calm from a panic attack, and other than a few snide comments, they'd actually had a decent conversation for once.

He'd held her hand when she needed something to hold onto, something to bring her back to herself. He hadn't laughed at her or shunned her like she would've expected.

He let his mask fall away.

Maybe he's like you, just someone trying to survive...trying to not get hurt. The difference is that he clearly has no problem taking on the role of a leader to get what he wants. Whereas you just pull away.

Watching in fascination as Bellamy soothed Charlotte from the demons that haunted her sleep, his expression was open and sincere as talked to her. Suddenly, the pieces fell together. It all made sense.

Why wouldn't he be good at comforting people? He's probably spent years taking care of Octavia, making sure she survived and keeping her away from the rest of the Ark. I mean, he came down on the Dropship for the one person who mattered the most to him, despite the chance that they might've not even survived the landing! He needed to be tough for a long time.

One thing was for sure, there was more to Bellamy Blake than met the eye.

If you enjoyed it, PLEASE REVIEW! Your lovely reviews are the only feedback I get! :)

AN: ohhhh so Bellamy has finally caught Alex's eye. What did you guys think? Was Bellamy in character? I sure hope so.

Did you guys get to see the start of season 3? Oh man, I think it's going to be an interesting season. There was plenty of things I like and didn't like. Want to chat about it? Fire me a PM! :)

As an interesting side note: the cave scene is one of the ones that originally popped into my head back when I still hadn't typed a word for this story.

ANON Answers:

Bee-back: I'm so glad you liked the meadow scene! I was a little bit worried about it because I hadn't really seen anyone else do anything like it, but it seemed like everyone enjoyed it! If it put a smile on your face, then I did my job. What did you think of this chapter? Hopefully more Alex/Bellamy cuteness for you this chapter?

So there isn't really any one actress who I picture as Alex's face claim, but look wise I picture her as somewhere between a blonde Jemima West and maybe Amber Heard or Teresa Palmer? More like Jemima though, she has the right softness about her, while also doing the 'kickass look' rather well. ;) Check her out and let me know what you think? Did you picture someone like her?