Disclaimer: If I was a mega rich person who owned Dark Angel, I sure as hell wouldn't be here writing for you. LOL jk guys. You know I love you.

Summary: When Max is recaptured after the raid on Manticore, she doesn't try to escape for reasons that will later be explained. As she bides her time and adjusts to the routines at Manticore, being an outcast among the others makes her train harder to become stronger, and she slowly moves her way into the position of being one of the top soldiers. After a run-in with a certain X5, she finds her world turned upside down. A fierce competition is strung between them, and even as both make spiteful comments and do antagonizing things to each other, they somehow draw closer, unveiling secrets and pain that the other has never thought they would see in another person other than themselves. MA

A/N: I hope you like it. This is my first real MA fic, my other was a one-shot. So I would really appreciate it if you'd review and tell me what you think about it. :) Happy reading!

Max walked the halls of her both new and old prison to her next class, taking her time, thinking about everything that had happened recently.

Her right ventricle's collapsed, she's gone.

Bring her back!

Fight them Maxie, promise me you'll fight them.

X5-599, I have a heart for you.

A gunshot.

He was quite a man, your brother Zack.

He must've loved you very much.

Fight them Maxie, fight them. Fight them. Fight them. Fight them.

Those words echoed in her mind. She wouldn't fail her deceased brother. He had sacrificed his life for her, wanted her to fight them, to not let them win, and she would be dammed if she didn't fulfill his wishes.

I'll fight them Zack, I promise, Max thought. I'll do it for you, and for Eva, Jack, Ben and Tinga. I just won't do it the way you probably thought I would. You and Tinga fought hard against Manticore, and I will too, just in a different way. I'll do it more subtly, so when I hit them, they'll never see it coming. I won't try to escape, not without the others here. I know they probably hate me because I'm an '09er, but I'll show them what freedom is really like. I'll finish the mission, one way or the other. I'll do it for you, brother, and for all the others.

She came to a stop outside her class and took a deep breath. She knew what was coming. The glares, the look of hatred and distrust in everyone's eyes. They never spoke to her unless their comments were degrading, but she didn't really mind. She was a survivor, and although she'd like some friends in this hell hole, she could do just fine without them.

She walked in, and everything that she had been predicting happened. They watched as she made her way over to an empty seat, all the way across the room from where everybody else was sitting. She hadn't been put in a unit yet, so most of the faces she saw were unfamiliar, but then again she hadn't really had time to observe them because she had only recently come out of Psy Ops.

She ignored the looks they gave her and kept her eyes front, directly on the teacher, not uttering a sound. She may as well catch up on some of the training she had missed out on for the past ten years, it could come in handy.

She listened attentively as the teacher at the front of the class explained different methods on what to do when you were stuck in a situation and had no clue what move to make next. She had seen him stare at her strangely several times, but she focused on what he was saying and ignored what he was doing. She knew why he was looking at her that way. He was surprised that finally someone, an '09er no less, was paying such undivided attention at what he was saying.

She resisted a smirk. This was new and different, actually listening to people, but it was surprisingly fun because of their reactions. She settled in more comfortably in her seat and the hour and a half passed quickly.

Max stood in line, waiting patiently for the old lady to slop what was supposed to be her lunch onto her tray. She wasn't very hungry, but she knew she would eat as much as she could anyway because no one could ever know when the trainers would have a shitty day and take their anger out on them by working them over double.

She took her tray once it was filled, nodded her thanks to the old woman, and made her way over to where she had been eating her lunch the past week or so. Much to her chagrin, three X5s from her tactics class made their way over to where she was sitting and sat down.

She didn't look at them; she just kept eating, waiting for them to leave.

"So, what's with you being little miss perfect in class?" one asked. "You running for Teacher's Pet award or something, 452?"

Max bit her tongue down hard, trying to keep her temper in check and not let her words fly. She had a very good idea on telling him where to shove it, but she knew that would just make more trouble for her, so she kept quiet and kept on eating.

"What, so you're an automaton now? Can't speak?" another taunted. "Psy Ops must've done a real number on you. Looks like they damaged your already damaged brain."

"Too bad," the third one said. "It's such a waste of R & D."

Okay, who did these guys think they were?

Max couldn't help it, she had to get it out or she would implode.

"Were your test tubes filled with jackass, or does that just come naturally?" she snapped. "You know what? I don't even care. I just want you three to get your stupid, cocky faces out of mine or I will mess you guys up so much, you'll find your pictures beside unrecognizable in the dictionary."

The three X5s were so stunned at the fact that she was speaking, let alone dissing them, that they hadn't reacted for a moment. The whole cafeteria had gone silent at her outburst, watching intently to see what would happen next.

Max stood with her hands on her hips, getting up in anger, her eyes blazing, waiting for what the three males were going to do.

"Who the hell do you think you are?" one of them asked. "You actually think you could take us on? You, a wimpy '09er, who found it a little too hard so she had to run away? I can't believe this crap."

She had had it. She could no longer be responsible for her actions.

Without warning, Max had flipped over to the other side of the table where they were sitting, and before any of them could react, she landed a swift uppercut to one's jaw, punched the other in the stomach, and punched the last one in the face, breaking his nose with a distinct crack. Blood sprayed everywhere and all of a sudden they were a jumble of 16 limbs, moving too fast for anyone to see what was going on.

After watching for a moment, people realized what was happening and sprung into action. Xs scattered in every direction, some running to separate the 4 X5s, others running for Renfro or a trainer.

"Get your hands off of me," Max snarled, trying to jerk free from someone who was holding her arms tightly behind her back. "Leave me the hell alone."

"Easy there," he said. "Calm down."

"Like hell I'm gonna calm down," she yelled, still trying to break free. "Let me go!"

She tried a new tactic and stopped struggling. Her captor loosened his grip, thinking that she had given up.

Big mistake.

She grabbed his arm and flipped him over her head, turning away as soon as she let go of him, but a vice-like grip held her arm. Her head snapped back to the X5 she had thrown over her head without looking, and her eyes locked with a pair of hazel ones. She paled.

"That wasn't very nice," he said.

494 was tired. He had just come back from a long-term mission in Boston, and was looking to eat and have some much needed rest. As soon as he sat down, his buddy 510 told him about their resident '09er who had tried to take out the DNA lab with her rugrat brothers and sister. He was quite surprised that they would have the balls to come back here, but he didn't think too much about it then. He was tired, all he wanted to do all day was sleep, but just his luck, 452 had to get into a fight with 3 other X5s.

He was quite surprised when he saw her face. Although all of the X series were supposed to be made beautiful, he had to admit that she was stunning. With chocolate orbs that spat fire, curly dark locks (A/N: I thought her hair looked better first season), pouty lips and exotic features, she still stood out among the crowd of beautiful transgenics.

Then again, that may just be because she has more personality than any of them. Even I have to admit that half the soldiers here are bland.

He had watched her fight with the others for a moment. She was good, there was no doubting that, but the others were better. She was much farther behind in her training than them and soon, if someone didn't intervene, she would be chopped liver.

He sprung into action, immediately grabbing the angry female's arms, and she thrashed angrily. He was surprised at her strength; she was stronger than he had anticipated this small woman would be.

He cursed to himself as he fell for her trick and she flipped him over her head, but ignoring the pain in his back from landing badly, he grabbed her arm and watched her reaction. She had paled slightly and he frowned.

"B-Ben?" she stuttered in a small whisper.

Everyone in the room stopped to listen to what she was saying.

494's eyebrows knit together.

"Who's that?" he asked. "My designation's 494."

Max's eyes went wide. 494. Not 493. But I'm still looking into Ben's face.

Confused and angry, she glared at all the faces watching and stormed out of the cafeteria.

A/N: So, how was that? I wanted to go on longer, but I'm sorry. My arm is hurting like hell from typing so much lately. I hope you liked it. Please review and tell me what you thought because as I said, this is my first real MA fic. I've done a few MZs that you might want to look at, and I also have a cute, short little MA one-shot. You might also want to take a look at my Fairy Tales series. They're funny, I promise.

Okay, so please review everyone and tell me what you think. Should I go on? Is this any good? Feedback appreciated. –aod78