When Logan Cale was reported dead, the last person Alec ever expected to see was Max.

Soaked to the bone, the X5 stood shivering in his doorway, her eyes bleak, her usually exotic features now a sickening shade of white. She never moved, merely stood, gazing unnervingly at the floorboards of his apartment.

"Max--" he breathed, but her quiet, meek voice interrupted him.

"He's dead, Alec," she whispered blankly. "He's dead."

And then she fell, her body collapsing into a sickening heap upon the harsh surface beneath her. Instinctively he shot forward, scooping her rain-soaked form into his arms, lifting her across the threshold of his apartment as the door flew shut with an echoing slam.

Max moaned low in her throat as Alec pulled her closer to his chest, settling them both down on the rotting cushions of what he loosely called a sofa. He glanced down at her profile, concern evident in his green eyes. They were no longer mocking, no longer sparkling with restrained mischief. Now they were fully trained on the whimpering girl that he held. His friend was in pain and Alec could do nothing but watch, helpless.

Suddenly he didn't feel so smart anymore.

Brushing stray locks of damp hair away from her face, he ran a soothing hand down her clammy cheek. Tears followed his path and he closed his eyes, silently praying for a solution to a problem that was far from solvable.

Logan Cale, formerly known as Eyes Only, had been a suspected victim of a drive-by shooting. His face had been splashed generously across the news, his tale ever tragic and his life mournfully grieved. Alec knew, just as Max did, that Logan's death was not a result of a maniac sat behind a wheel. There was a more sinister maniac behind the older man’s death and Alec was certain that one day, he'd put his assassination skills to good use, to avenge a man that he himself had tried to kill not so long ago.

Clinging desperately to Alec's shirt, Max's soft keens vibrated against his skin and he pulled her closer still. She buried her head in the crook of his neck, her tears splashing lightly against the soft flesh she found there. Alec remained silent, unsure as to whether he should make an attempt at comfort, well aware that whispering empty reassurances in her ear was the last thing Max needed. Instead he opted for the soft buzz of the silence, cradling her shaking body in his arms, brushing the stray tears from her haunted eyes. He remained there, half slouched against the back of his sofa as Max slowly and agonisingly cried herself to sleep.

It wasn't long into the night before Alex's senses shot into overload; his body suddenly throbbing with adrenaline. Muscles pulled taut, the X5 cracked one eye open, casting a sweeping gaze across his apartment. His nostrils flared and the strong scent of pheromones assailed him. Max's pheromones.

"Shit."

He shot forward and gripped her forearms forcefully, pulling her sleeping form up with him. Like a true X5 she was awake and alert in less than a second, her own gaze scrutinising the darkness around her. Momentarily oblivious as to why she was here, she stared wide-eyed at Alec.

"What?"

He stared down at her in mild surprise. She didn't know. He could smell it, knew it was coming even before she did.

He noticed her blanch suddenly and knew she remembered the reasons for her current situation. Suppressed tears pooled in her darkening eyes but Alec knew she didn't have time to get weepy. Especially now.

"You're in heat," he stated, struggling ungracefully to his foot, pushing her away from him roughly. She stared at him, slightly bewildered, his declaration not yet making it through the haze of anguish that hung thick in the air.

"What?" she repeated, her brow furrowed in confusion. "I--"

And then she knew. Running a shaking hand across her forehead, Max grimaced at the inevitable sheen of sweat she found there. "No, this can't be happening. Not now. Not--"

"You have to get out of here, Max," he warned, his eyes flickering around the apartment, his body rigid with panic. "Find somewhere safe to hide... anywhere. Just--"

"Alec, what--"

"I said get out of here, Max!" he yelled, cursing himself silently as she cast him a hurt expression. He shouldn't be yelling at her, not now, when her defenses were low, her emotions running high from grief. But he knew if he didn't distance himself from her, he'd do something he'd end up regretting. "If you stay, I can't guarantee your safety."

"Alec... " she begged softly. The seductive lilt of her tone caught him off-guard and stupidly Alec looked up. His gaze travelled to her lips, the blood pounding through her system turning them a soft shade of red. Her eyelids hung heavy, casting dark shadows across her pale skin - the contrast a reminder of the light flush of her cheeks.

The symptoms came hard and fast and only a brief minute had passed before her breath was coming in short, gasping spurts, her breasts heaving with suppressed desire. Alec wrenched his eyes away from the sight, feeling the cool wetness of sweat slip across his heated skin. He ran a shaking hand through his hair, pacing the expanse of his apartment with angered agitation. She couldn't be here, not now... not like this. Male X5's had been designed to respond instinctively to any female of his kind that was in heat. A sure way to guarantee that their line would reproduce, that the risk of extinction would remain low. It was one particular flaw of Manticore's work that Alec couldn't get rid of; one particular flaw he was far from proud of.

"Alec... " She was calling him again and his senses picked up on the faint hint of panic underlining her voice. "I need--"

"I know," he assured, his eyes flickering to glistening river of tears sliding down her cheeks. "I'm tryin' to think. You need somewhere safe to go, somewhere away from me... away from everyone."

"What? Alec, I'm safer here with you--"

"No," he whispered. "You're not." She cast him a bewildered look and he sighed loudly. "Max, you of all people should know that Manticore would have found some way to ensure copulation among us. If force wasn't going to work, then genetics would."

Her eyes widened for a split second and Alec noted it with growing concern.

"You're designed to react to my pheromones... " she trailed, eyeing the floorboards to avoid eyeing him.

He nodded, not sure he could trust himself to speak, but Max was too busy fluttering around the apartment to notice. The change in her demeanour was instant. Her eyes were wild, the seriousness of their situation finally settling in. She was heading for the door in blind panic, tears still falling steadily as she went, chest rising and falling rapidly in a fight to regain her senses over her raging hormones.

Alec knew that if he let her leave now, she would fuck the first male she came across. And he knew he couldn't let that happen.

He blurred, slamming his full force against the door - partly to knock some sense into himself, and partly to stop her from leaving. Strange, how only a moment ago he'd been ordering her to do just that.

Momentarily stunned, Max jumped, glaring at him accusingly. Even now, her body pulled taut and radiating pure determination, Alec was aware of the grief and panic that lie beneath her fiery gaze; smouldered by the growing pool of tears in her eyes. Her sweat-soaked hands were quivering and his cat-like senses picked up on the barely suppressed sobs vibrating against her chest.

"Alec, what--"

He cut her off sharply, his voice cracking with his own restrained desire. "I can't let you go out there. I can't let you fuck a complete stranger."

"What choice do I have?" she hissed, eyes blazing. They stood like that for a few, fleeting seconds, glaring at each other, each unwilling to back down despite the urgency of their situation. Finally Max let out a breath, sliding a hand down her face in annoyance. "Look, I'll go back to my apartment. Sit on my hands for a few hours." She looked up at him, aware of the fine sheen of sweat coating his body. He was shaking, the muscles in his arms rippling with tension. She knew her scent was affecting him - the strong, heedy smell of her pheromones overriding the logical part of his brain, tempting the animal within himself that Manticore had created and he couldn't erase. The natural instinct that told him to do one thing and one thing only - mate.

She knew because his scent was smothering her now - a delightful mix of desire, masculinity and Alec - and every fibre of her being, Manticore or otherwise, was screaming... mine.

"... you know that as well as I do--"

Alec's voice cut short her train of thought and she peered up at him, blinking in confusion. What had he been saying? Something about her idea not being a good one... she wasn't sure.

"Wha--"

"--that it isn't going to work. I can't let you go out there and--and copulate with some random guy you find on the street. Not like this, not with Logan gone and--"

"Don't you dare!" she seethed, suddenly alert and suddenly angry. "Don't you dare bring Logan into this! It isn't fair! He has nothing to with this--this situation we're in, do you understand me? Nothing!" Her eyes were narrowed to fine pin-points, her anger and grief driving into him with a force that shook him more than their current closeness did. Her fists were clenched and she pounded them against his chest weakly, loud, anguished sobs escaping her. Alec had never seen her this hysterical before, weeping openly and without shame. But he'd never seen her in heat before either, he realised, and without Logan to keep her stable.

Mindless to their urgent predicament, he gripped her flailing fists at the wrist, pulling them down to rest on his chest. He murmured to her softly, whispering hopeless reassurances and cradled her sob-wracked body against him. He cries grew louder, piercing the silence with her despair and forcing him to close his eyes against the heart-breaking sound. God, it hurt to see her like this. To see her strength and hope fail her in her time of need. It touched that part of him that Manticore had tried to erase; the part that had loved Rachel and had mourned her death with quiet recognition. The part that had fallen in love with the weeping girl in his arms not long ago.

"Oh God," he heard her whisper brokenly. "Oh God... "

Alec clenched his eyes shut, a silent prayer on his lips. Because as Max was grieving for the only man she had ever truly loved, her voice was thick with desire.

---

The bedroom was their safest bet, Alec concluded. Shifting his position on the sofa, he lifted Max away from his chest and wiped the streaming tears from her face.

"Max," he called softly. "Max, listen to me. We can't stay here, it's not safe."

She nodded and offered him a watery smile. "I know. But what're we gonna do? I can--"

"My bedroom," he declared, receiving an elegantly arched eyebrow in response. "I didn't mean--" He sighed. "Just do what I say and everything will be fine, okay?"

"Okay."

Rising from the sofa, Alec pulled her to her feet, cocking his head towards the doorway to his left. "I want you to go in there and lock the door behind you. You'll find a pair of cuffs in the bottom draw of my nightstand--" He choose to ignore the I'm not even gonna ask look she gave him and proceeded to instruct her on his spontaneous yet bullet-proof plan. Well... he hoped it was bullet-proof. "Cuff yourself to the bed. It should hold you - if not, I'll lock the door from this side."

"But what's stopping you from getting in?" she questioned.

"Like I said - lock the door before you use the cuffs. It should keep me away long enough."

"And if it doesn't?"

He glanced up at her, doubt shadowing his cat-green eyes. He offered her a tentative smile and ducked his head. "Then we're fucked."

Her lips quirked at the small joke before she turned and headed for his bedroom.

"I mean it, Max," he continued. "If this doesn't--"

"I know," she cut him off softly, leaning against the doorframe to look at him. She stared meekly at the floorboards, pursing her lips as if in-thought before gazing up at him with conflicted eyes. "Just know that... that whatever happens, I won't blame you. I'll never blame you." With that she turned and entered his bedroom, closing the door quietly behind her. He stood staring at the dark wood of his door, faintly aware of the sound of a lock being slid into place. He remained like that, hands stuffed deep in his pockets, gazing blindly at the floor of his apartment.

Despite her last words, Alec knew that if something were to happen, he'd blame himself; whether she did or not. He couldn't begin to understand how much she was hurting right now; lusting after another man when the love of her life hadn't even been buried yet. He didn't want to add to her burden by ravishing her in her moment of weakness; a moment of vulnerability that could be neither ignored nor avoided.

No, it didn't matter if she didn't hate him. He'd hate himself enough for the both of them.

With an exasperated sigh, he pulled himself towards his door, grasping the small chain in his large hands. He slid it across, hoping against hope it would hold if things should go wrong. He rested his head against the door panel; the cool, hard wood a relief against his heated skin. He could smell her pheromones, even through the barrier and his nostrils flared with the heedy scent. Cold shivers wracked his body and heat crawled its way across his flesh. His mind - just like his body - was in conflict. Desire fought logic. Instinct fought clarity. And animal fought human. It was probably one of the hardest battles Alec had ever had to fight.

And, he thought solemnly, he wasn't sure it was one he could win.

Tearing himself away from the door (and her scent), the X5 threw himself across his apartment, landing face first on his sofa. He buried his head in the decaying cushions, the musty smell of ancient furniture making his toes curl. At least it wasn't the smell of Max's pheromones making his toes curl, he thought, mentally scolding himself for straying into dangerous territory.

Fighting against the constant waves of animalistic lust, 494 fell into a fitful sleep; lulled by the sound of Max's laboured breathing.

---

X5-494 was awoken by a loud, groaning sound that ricocheted noisily through his apartment. He was awake and upright in less than a second, but it took him several more to figure out exactly where the sound was coming from. His gaze flew to the bedroom door and as if on cue, Max's clenched fist shot out of the gaping hole she'd just punched through. He heard her grunt of pain as she scrabbled for the chain on his side of the door, but before she could unslide it he had blurred, grasping her flailing wrist tightly in one hand.

"What are you doing?" he snapped furiously, ignoring her bark of annoyance. Her eyes flared angrily and her lips were drawn back in a feral snarl. Sweat slid across the contours of her body and Alec forced his gaze not to drift any further. "Max," he called, trying to ignore the white-hot fire searing through his veins. He needed her to get a grip, to fight the instinct that told them both to give in; to forget about the consequences and simply become the animals they were bred to be. He knew, despite the animalistic side telling him differently, that they couldn't give in. They couldn't afford to give in. There was too much at risk and he wasn't willing to sacrifice it all for one night.

He yelped loudly when she pulled her restrained wrist towards her, dragging his body as far through the opening as she could get him. Before he could protest, she had her lips pressed to his; hard and demanding against his own. He groaned pitifully as she kissed him and something inside of him crowed with victory. Oblivious to his earlier concerns, Alec returned the kiss with equal ferocity, sliding his tongue past her parted lips, a delicious shiver running through him as he discovered the wet warmth of her coven. Her mewl of pleasure was music to his ears and he pulled her to him roughly; mindless of the wooden barrier between them. He released her wrist and her arms locked around his neck, her fingers tangling themselves in his hair. The first tentative touch of her tongue against his own sent him reeling and something inside of him snapped. With a shuddering breath, he pulled back; the bitter taste of regret laying sour on his tongue. She gazed at him, her eyes confused; her body hesitant, and with a whispered word, he broke the spell.

"Logan."

---

He didn't know what hurt more. The low, agonising moan that escaped her, or the desire that flashed like lightning in her eyes. Either way, Alec knew she was torn. She was fighting the need to protect the memory of her dead lover, while at the same time the animal within her was fighting for a relief - an end to the battle that was waging within her.

Alec knew that whatever decision she made, he'd follow. He didn't have the strength; didn't have the resolve to do otherwise.

She stared expectantly at him, almost as if she was waiting for him to make the decision. But before he could speak, she had snaked a hand through the door, unsliding the chain from its lock. As the broken remains of the door swung open, he knew she had made her decision.

He didn't give her a chance to change her mind. Instead he launched himself at her, attacking her lips fiercely; pushing her back into the confines of his room. Her surprised cry was muffled by his mouth as his hands came up to cup her face, his fingers caressing the soft skin of her cheeks. He brushed a stray tear away with his thumb before trailing a hand down to rest on the small of her back, pulling her heated body closer to his. He invaded her mouth again and tears welled in his own eyes at the sweet sensation of her tongue sliding against his.

A part of him knew he should stop; knew he shouldn't be doing this. But he ignored her soft cries of anguish that were masked by her moans of pleasure. He ignored the tears sliding helplessly down her face as he attacked her mouth. And he ignored the underlining scent of her grief as the smell of her pheromones took over.

She had made her decision and there was no going back; for either of them.

He wasn't Alec anymore; he was X5-494. A soldier designed to mate and breed. And that was precisely what he was going to do.

With a patience that was foreign to him, he undressed her; revealing her dark, tanned skin slowly, torturing himself with the simple act. Her laboured breathing echoed wildly in his ears and with a satisfied grin, he began trailing kisses along her sweat-soaked flesh. His fingers followed his path, dancing lightly across the contours of her body; sending her into a writhing frenzy beneath him. Her throaty moans urged him on and Alec was more than willing to oblige.

His tongue snaked out, tasting the saltiness of her flesh and a whimper escaped her. Her hands fisted in his hair, yanking him up so she could press her lips against his in a bruising kiss. He groaned in response, slipping a hand under her hip to pull her against him, sliding her leg up his jean-clad thigh. He pressed himself against her warm centre, oblivious to the clothes that acted as a barrier between them. He was oblivious to everything except the animal within him, the instinct that was screaming for him to bury himself inside of her; to lose himself in her warmth.

He stripped quickly, throwing his clothes carelessly across the floor. He stood naked before her and Max's tear-filled eyes swept over him, admiring his perfect physique with silent recognition. A second later, he was looming over; his heated flesh pressed against her own, his hands travelling down her thighs to remove her panties; the only thing separating them. He settled himself between her thighs; his hardness pressing against her centre.

She moaned loudly and whispered his name.

"Alec," she begged. "God, Alec... please."

He gazed down at her; breathing loudly beneath him, her eyelids hanging heavy with desire. The darkness cast shadows across her flesh, turning the once-pale skin of her face a milky-white. Alec couldn't help but notice how lost she looked; how utterly and devastatingly lost. But X5-494 chose not to see the broken girl before him. He only saw X5-452; in heat and waiting for him.

He needed her now, and nothing was going to stop him.

Kissing her passionately, he positioned himself at her entrance. Guilt flooded him for a brief second as he saw the conflict evident in her eyes, but a buck of her hips told him she was ready

And for one, suspending second, her grief was forgotten.

---

She was dry when he entered her and Alec flinched inwardly.

"Oh God... "

His whispered declaration was muffled by her mouth and when he tried to pull back, clarity gaining the upper hand, she flipped them over, impaling herself to the hilt. Her hiss of pain reverberated in his ear and Alec tried to stop, tried to assure her that they didn't have to do this. In that instant he realised that Max being in heat didn't necessarily mean that her body was ready and waiting for him. Despite his short-term need to please her, to satisfy her lust before they moved to the final act, he knew now that his touch meant nothing to her - not when the man she longed for, the man she wished was beneath her now, was dead.

God, how could he have been stupid, he thought. Tears streamed steadily down her cheeks as she rode him, and Alec could do nothing but watch... helpless. He hated himself for the tightening in his loins; the pulsing, coiling tendrils of pleasure searing their way through his veins. Even now, as sobs erupted from her, his own gasps of desire where echoing throughout the room.

He clenched his eyes shut, shamefully avoiding the sight of her broken body moving above him.

I'm sorry, Max, he thought. I'm so sorry...

Her sobs became moans and soon enough, the X5 came to a shuddering stop. Blinded to anything else but the need to find his own release, he thrust up sharply, over and over until finally, the world around him exploded into shards of light. Darkness swallowed his vision and with one last look at the weeping girl sprawled across his chest, he gave in to unconsciousness.

---

Gathering the pieces of his mind together, X5-494 warily cracked an eye open. He peered out towards the early morning darkness, briefly aware of his naked state, before his eyes set on the shaking form huddled in the far corner of his room. Memories flooded him, overwhelming and sharp and Alec bit back a sob; his masculine pride refraining him from breaking down and weeping like a child.

God, what had he done?

The harsh sound of her cries sent his head whirling and his loins throbbed in reminder of what he had done. His breath caught in his throat and Alec couldn't help but remember the sound of something inside of him breaking when he'd finally entered her. God, she had wept so loudly and he had done nothing - merely strived for his own release, oblivious to her own heartache; her own anguish. He was a monster - heartless and cruel. No better than the man that had caused Max such pain. He may as well have shot Logan himself; he knew he was capable of it. After all, in the last hour he'd not only soiled the memory of his friend, he'd violated the woman he loved; tore her down and raped her while she'd cried endless tears for him. No, there was no justice for what he had done. No punishment harsh enough...

"Don't, Alec. Don't you dare," he heard her hiss.

He blinked. He hadn't even known she was aware of him watching her; hadn't heard her sobs quieten down to soft hiccups. He was too caught up in his own self-loathing, is own hatred to even realise that his friend - his ex-friend - was finally aware of herself, her surroundings... her situation.

How fuckin' selfish can you get, he thought fleetingly, before directing his gaze towards Max, who was currently rising from her crouched position on the floor.

"What? Max, I--"

"My God," she whispered, her eyes wide with surprised awe. "I can see it in your eyes. Everything. You think this is your fault, that you're to blame for this... "

"I am to blame for this," he seethed, cat-like eyes flashing with self-hatred. "Don't you get it, Max? I raped you last night. Do you hear me? I--"

"I heard you, loud and fuckin' clear. And I'm tellin' you now - you're wrong."

"Max, don--"

"Shut up. Just... shut up. For once in your sorry excuse for a life, just listen." Alec glared at her, eyes narrowed menacingly, but the angry look she shot him destroyed any resolve he had left. He nodded silently; defeated.

Heaving a sigh, she ran a shaking hand through her hair, willing her body to cease its relentless shaking. Oblivious to the fact that she was naked, she turned to him; staring him down with a look that both frightened and comforted him.

"It's not your fault," she spoke softly. "Despite what you may think, you're not to blame for this."

He opened his mouth to speak, but she raised her hand, willing him silent with a look. His jaw snapped shut and he settled down on the bed; restless.

"You could never rape me. Not because I'd kick your ass if you even tried, but because I know you're not capable of it. You don't have it in you to be that cruel. Despite what you may think, you're not a bad person, Alec. I know you like to pin yourself down as the big-bad but I don't buy it. No one does. You're too good, too compassionate to do something like that. And I know you hate yourself right now, I know you think that this was all your own doing, but you're wrong. You're so very wrong."

She tore her gaze from his, moving across the room to sit beside him on the bed. Tears pooled in his dark green eyes and she brushed them away, clasping his hand in hers.

"Please, Alec. Please believe me when I tell you that you're not to blame. Manticore is. They did this to us. This-this instinct that drives us... it's not us, Alec. And it's not you. None of this is because of you. I could have stopped you, but I didn't. A part of me wanted--no, needed you. Do you understand me? A part of me wanted nothing more than to lose myself in you; to forget everything... Logan, Manticore, everything... "

Her voice trailed off and Alec knew she was caught again; trapped in memories she didn't want to remember. He gripped her hand, pulling it to his bare chest and placing it above his heart. Max listened, feeling it beat a soft rhythm beneath her fingertips. "I lost something tonight," he whispered hoarsely. "In here." He pressed her hand more firmly against his chest and the thrum of his heart pounded fiercely against her palm. "Something broke, and I'm not sure I can fix it. I'm not sure you can fix it. I took a part of you that should never have been mine. I took something that should have been special... memorable, and I turned it into something ugly. I can never forgive myself for that. You don't know how--" His voice broke and he dropped his head shamefully, the hand resting atop her own shaking violently. She cupped his face with her free hand, running a soothing thumb down his cheek. "You don't know how... fuck. I can't even explain. I--"

"It doesn't matter, Alec. Ther--"

"No!" he roared, snapping his head up, meeting her gaze with his own. Fire flared in his green orbs and Max swallowed painfully. "It does matter, Max. Don't you see? I took the one thing that meant most to me and I... I broke it. I broke whatever trust you had in me. Any faith... "

"I'll always have faith in you," she replied quietly, voice thick with tears. She gazed down at their entwined hands with silent recognition. "Always... "

She lifted her head to look up at him, aware of the diamond streams travelling steadily down his cheeks. His breathing was ragged, catching in his throat everytime he tried to speak. Instead she placed a single finger upon his quivering lips, silencing him temporarily.

"I'm sorry for what you lost tonight, Alec. I really am. I'm sorry for everything that's happened to you, for all the misery life's thrown at you. You didn't deserve it. And I wish I could change all that - I wish I could take away the bad memories, all the hurt they put us through. But I can't. It's not in my power to do so. But despite how much I hate Manticore for doing what they did to us, I can't hate them for giving me you. You've helped me through... so much. More than you know. And I don't think I could do this without you. I know I can't do this without you." She swallowed past the lump in her throat. "I've already lost one friend, Alec. I don't want to lose another."

Her words drove into him, her pleading gaze causing something to tear inside of him. She was begging him. After all he'd done, she was begging him not to leave; to stay in her life despite his repeated attempts to ruin it. God, could this night get anymore surreal...

"Alec, please," she whispered brokenly, forcing him to look at her.

"You won't lose me, Max," he reassured her. "Just please... please tell me I haven't lost you?"

She smiled at him then; a weak, watery smile that pierced his heart with rays of hope. Grasping his forearms, she pulled him towards her, wrapping her arms around his shaking form. "Never," she promised.

And then she broke, finally breaking down in his arms. Sobbing loudly, her cries muffled against his shoulders, she wept tears for everything she had lost and had almost lost. She wept for Logan, for how the world would be that little bit more empty without him. She wept for the life she could never have, the dreams that had been cruelly ripped apart by Manticore. But most of all she cried for the man in her arms, for the pain he had been forced to bare, for the little part of himself he had lost tonight and for the spirit she hoped had not been broken by the evils of the world. She cried because she could.