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~> This is my first fanfic and I'm a little nervous about it. So please tell me what you think, bad or good. There will be a part that is a song fic, but not yet. Things in italics are thoughts. Both Max and Logan pov. Enjoy.

~>PG

I'm Scared

Chapter 1: Built in Defences

Logan's birthday was only a week away and Max had been wracking her brain about the perfect gift. If it wasn't for Bling, Max would never have known about Logan's birthday at all. The biggest problem for Max was about crossing the line of their non-relationship relationship.

I have no clue what to get they boy who has everything. Max smiled as she thought to herself. I could always get him a cork remover for his wine? No, that's stupid. That really says 'Happy Birthday'. He already has a few anyway for all his pre-pulse wine. I could go lift some cool art piece from a rich guy. Nah, the last time I tried that look what happened. Max couldn't hold in the small laugh as she thought of Logan's reaction to her first break in.

"You're a thief?"

"A girls gotta make a livin."

"Thank God."

Okay how 'bout something of mine to remind him of me if I ever have to leave or something? The thought of ever leaving Logan scared the hell out of Max so she quickly dismissed the idea. It's not like I would have anything he would want anyway. Maybe a picture of me, or of us ? NO, definitely too personal. We're not like that, he said it himself. Logan. God, sometimes it doesn't seem like we're just friends. When you look at me with those beautiful blue eyes of yours that can break down all my defenses, I just wanna.....Stop it! Friends we are just friends. Arrrgghhh!

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As Logan sat in front of his computer trying to save the world from the bad guy of the week his thoughts drifted to Max, as they always did. He couldn't believe that he had almost pushed her away because of Lydeckers pictures. Of course he was shocked at first to see the blood thirsty look in his dark angels eyes and her face covered in blood. But she was a child then and knew nothing else but violence. Logan had always known that Max had been put through hell as a child, but the pictures made it real to him. His entire being had filled with disgust and fear when he saw them. And he almost let his fear of what she could have become had she not escaped cover his knowledge of who she has become. Knowing that Max was born, bred, and raised to be a 'killing machine' to take out people like himself ; who want to stop what's left of the government from taking whatever freedom is left in the country, but overcame genetics doing the exact opposite of what she was created for, made Logan love her even more. Yes, Love. Logan had come to terms with the fact that he had fallen for Max, and fallen hard. He had never seen such self-control, strength, both physical and emotional, compassion, attitude, humor, innocence but at the same time the complete lack there of, wisdom and ignorance, and of course her undeniable beauty. But most of all Logan admired her loyalty. Why a woman like her would stay by his side after he cruelly put in the chair was beyond him. Logan let out an exasperated sigh.

Cale , get a grip. Max is perfect, why would she want anything to do with this broken shell of a man? Anyway, you stupidly told her that 'we're not like that', even though you know she means way more to you than a set of legs for Eyes Only. But she agreed with me. You are such a moron! What were you thinking? But if we're only friends why did she come back to Seattle when Lydecker had the city swarming with soldiers? Could she think of me as more than a meal ticket? Highly unlikely Cale. You blew that one when you said the kiss meant nothing, and it didn't happen. MORON!

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"Hello?"

"You paged?" Max replied with a servant-like tone.

"Yeah." Logan chuckled at her unending sarcasm. She's so cute sometimes.

"What's up Logan?" Max said a little suprised that she had to ask. It's not like him to stall.

"What? Oh! Yeah. I was wondering if you wanted to stop by for dinner?"

"Tonight?" He is definitely acting weird, almost flustered.

"Yeah." Cale, stop it! Why are you so distracted by all the nights possibilities that will never happen? Logan's mind drifted to them talking after dinner on the couch, then they cuddled as they watch something on TV, then to them kissing, feeling Max's soft lips on his as they moved to the bedroom...

"Logan?" Max said in a sing-song voice trying to pull him back from where ever he was.

"Logan are you ok? You seem distracted?"

"Oh, yeah I'm fine." Logan tried to clear the image from his mind as he tried to convince Max he was fine.

"Fine. You want me to bring anything?"

"Nope. Just you." Can you sound like a bigger loser Logan? Just you. ugh.

"See ya after work?" sound normal, sound normal

"Yep. Gotta blaze." click. What is goin' on in that cute little head of his? Whatever it was it was most definitely not his next culinary miracle. Fighting the urge to giggle, Max walked to her locker in Jam Pony headquarters, with a small smile making it's way to her lips.

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As Max picked the lock to Logan's penthouse she began to wonder for the millionth time what was going on in Logan's mind earlier that day. Max smiled at what she hoped he was thinking about, because she knew what had been on her mind ever since she almost lost him to his own self pity.

During dinner there was yet another brown out that had become almost expected. Lighting candles around the kitchen, dining room, and living room, so they could see, Max wandered to the couch making herself comfortable. Somehow they ended up dancing, or pretending to dance. Having Logan so close to her made her heart race. Max got as close as possibly to Logan, as they sat in the middle of the room quietly holding one another relishing in the fact that they had both let their guard down. It didn't take long for their lips to find each other, softly meeting and parting, and growing with passion every time they met. Logan brushed Max's hair from her neck and showered it with his soft kisses. When he reached her barcode he paused to lightly brush his finger across the mark that identified her as different from other women, and he loved that about her. His touch sent chills down her spine, Logan smiled at the effects of his touch. Max had never seen Logans eyes so blue, so bright, so full of love, for her.

"Max," Logan whispered as he kissed her forehead. Max lifted her eyes to meet his. "I love you."

"Max? Max, you alright?" Logans voice brought her back to reality. As Logan looked at her, he seemed a little worried.

"Oh, yeah fine." she replied as the image blurred from her mind.

"You sure?" he asked unconvinced.

"Yep. So what's your Cale family favorite for tonight?"

Max you really need to get a hold of yourself. You're not even in heat. Oh, God, does that mean that he means more to me than a free meal. Of course he does moron you know that. But could I?...... no, you can't. Emotions are weakness remember.

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Their dinner was a quiet one, simply lit by some randomly placed candles. The two were content just eating their meal and staring at each other until they were noticed. Max listened to the background music as she finished eating. It was some classical piece that Max had never heard. Max once again caught Logan staring at her from the corner of her eye and tried not to smile so he wouldn't know he had be caught staring.

"Who is this?" she asked Logan trying to take her mind off of how hot Logan looked in candle light.

"Beethoven." Logan said as he wished he could tell her how he really felt. Not now. All good things come in time. I could wait for Max forever.

"The dog?!" Max was shocked as she thought of that big slobbery dog playing something this beautiful.

"What? Oh no."Logan laughed at her comment about the pre-pulse movie.

"No there was a composer in Europe named Beethoven a few hundred years ago."

Max was embarrassment showed in her increasingly red face.

"They must not teach you about brilliant deaf composers in Manticore."

"Not unless they wanted them dead." Max smiled as she spoke to let Logan know she was joking. Manticore had always been a touchy subject to Max and with good reason. Logan hated himself every time he mentioned it.

"Hey Max?" Logan asked quietly lacking his usual confidence.

"Yeah Logan?" What is going on with him? He's acting so weird today.

"Do you want to dance? Because we never really got to finish our first dance."

Max's head shot up when he mentioned their shared dream, all she could do was stare. Logan smiled as he lead her to the open floor.

"Umm, how" Cutting her off Logan took her had and gently pulled her down on his lap. Max immediately tensed at the close contact, but Logan's reassuring arms calmed her as she wrapped one arm around his neck and the other around his shoulder. Max curled up as close as she could as Logan moved them around the room. She loved to have him this close. As the music continued their dance came to an end, but Max cuddled closer when Logan gently put his arms around her and rested his chin on the top of her head.

I have never felt so safe in my life, not even with Zack. I wish I could stay here forever and not have to worry about Lydecker and Manticore ever again. Logan has done so much for me and he doesn't even know it. He gave me something to believe in, someone to trust wholeheartedly. I know that whatever happens Logan will always be there for me when I need him. I don't want to think what I would do without him. He means too much to me for me to lose him.

"Max you sure you're okay?" Logan whispered into her hair.

"Yeah. Just thinkin'"

"About?"

"You." Max said barely audible. Logan began to play with her dark curls as a smile crept to the corners of his mouth. Max snuggled closer again trying to close any remaining space between them and held onto him tighter as if he would fall.

Cale do you know how lucky you are? The woman of you dreams is here in your arms, trusting you enough to completely let her guard down. And you know Max never lets her guard down. And most of all she's thinking about you. Probably in a 'thanks for the food but we're just friends' kinda way, it's better than nothing. Max, if you even knew how much you mean to me.

Logan kissed the top of his angels head wishing that he could keep her here forever. Expecting her normal 'gotta blaze' reaction Logan held on a little tighter when she shifted to see his face.

"So were they good thoughts?" Logan said as he flashed a mischievous smile that Max matched in an instant.

"I guess you could say that."

Be careful Max, don't do something or say something that you might regret later.

Slowly Max leaned in and kissed Logan sending electricity through both of them.

Oh my God she kissed me!

Oh my God I kissed him!

Max pulled back looking into Logans eyes trying to find answers to unasked questions about them. Logans free hand moved from her waist to frame Max's face brushing a lock away. Never breaking eye contact Logan brushed the pad of his thumb over her soft lips sending chills up her spine.

Breathe Max, breathe. Why does he have to look at me like that, I can't refuse him anything. He's just so damn cute sometimes.

Logan kissed Max so gently it was as if he thought she would break. When Max kissed him back, Logans heart leapt.

Max, please don't leave me now, don't run. I would do anything to keep you safe, to keep you here with me. Just please don't leave me.

It didn't take long for the passion to intensify between the two because of the months of denial. Then out of nowhere the little voice in the back of Max's head got really loud. run. get out of there. emotions are weakness. run. Wishing that she was stronger to fight off her inner-soldier Max broke the kiss and was faced with Logan's eyes begging her not to go.

"I can't do this Logan." Max got up and headed for the door, stopping before she left she turned to Logan who was still in the same spot, still pleading with her to stay at least to work this out.

"I'm sorry." Max's heart broke as she walked through the door way.

"Me too." Logan said after the loud sound of his door latching echoed through-out his empty apartment.

"I love you Max."

Good Logan, tell her after she's gone. She probably would have run faster if you told her. She's just not ready to hear it yet.

well, tell me what you think please. review, and e-mail me if you want and be honest. luvvbug101@hotmail.com