Disclaimer: I don't own Dark Angel or any of the characters, but I sure wish I owned Alec!

Summary: AU Set during Hello Goodbye. Max and Alec do a bit more talking than what is in the actual episode.

Pairing: M/A

Chapter 1: Ben and Rachel

"So the thing that's got me worried is that I can't exactly use, well I was locked up in a secret government facility as my alibi.", Alec said being completely serious. From her bedroom Max called out, " I guess not."

"Yeah uh maybe Logan can pull one of his little... oh my god Logan is he alright?", Alec asked sounding worried while moving towards Max as she came out of her bedroom.

Max flipped her hair after pulling it out of her sweatshirt and said quietly," He's alright Joshua came through.

"Oh good, Logan could use a little canine plasma to loosen him up.", Alec said with a goofy grin plastered across his face.

Max frowned and walked over to the counter. Alec responded to her frown by raising his eyebrows and saying, "I'm just kidding Max. You know I love Logan... I mean not the way you love him... it just... well he's okay right. Max nodded sadly and started the process of making coffee. "So what's the problem?", Alec asked from the other side of the counter.

"I'm not going to see him anymore.", Max said sadly.

"Anymore this week?" he asked his face expressive. He watched her with twitching eyebrows and wide hazel eyes as he waited for her answer.

"Ever.", she answered with a slight shake of her head and looked up to see Alec slump his shoulders and look at her with exasperation clearly written across his face. "I can't risk it and I don't want to hear an I told you so.", Max said, her eyes pleading with him.

"I wasn't going to.", he said softly his eyes expressing compassion for her situation and that he wasn't so cruel as to tell her I told you so about something so serious.

"Coffee?", she asked him pointing at the kettle on the stove.

Alec scratched his head and uttered a soft, "Yeah sure." He began to fidget with his fingers as he tentatively said, " Hey listen since we're knee deep in painful subjects... tell me about him... about Ben.

She looked up at him and surprise, her eyes locking with his and she was surprised at what she saw there. In his eyes she saw a deep need to know who his brother was and what he was like. Alec wasn't trying to hurt her he just wanted to know Ben the way she did. Alec's big hazel eyes were pleading with her to tell him something, anything about Ben. Ben was more Alec's brother than he was hers, Alec deserved to know. "When we were kids back at Manticore he always wanted answers. You know why were there, what was outside. So he would make up these fantastic stories to explain things. Some how it made us feel loved... like we weren't all alone.", she said with a gentle voice and bright eyes.

Alec nodded and said," Sounds like a nice kid. What went wrong?" His eyes bore into hers expressing a need to know what happened to his brother, what could possibly happen to him.

"After we escaped it was like there was to many things in this world that he didn't have answers for. I don't know he just lost it.", Max said, her face expressing the deep confusion she felt inside. She turned away and grabbed some coffee mugs off of a shelf.

Alec swallowed tightly and stared at the back of Max's head before asking, with concern," Hey are you okay?"

Max answered with a firm," I'm fine.", and sat down on a stool.

Alec came around to her side of the counter and leaned on it. "Max what is it?", Alec said with a worried tone of voice.

She sounded disconnected as she said," We were in the woods, he was hurt. Manticore was closing in on us, he didn't want to go back there."

"Reindoctrination or worse.", Alec said his eyes expressing that he knew all to well the horror of reindoctrination and things that were much worse.

" I killed him.", she said suddenly. Alec's eyebrows furrowed and he looked at her confused. " He asked me to so I did.", she said sadly. They both swallowed tightly and even though she couldn't see him Max could feel the look of compassion and understanding he was sending in her direction. " Then I ran, I saved myself and I just.. left his body there for them to take away.", Max said brokenly, her voice raw with emotion.

Alec swallowed tightly and slowly leaned forward and kissed the top of her head. He shifted and rested his cheek against her silky hair and whispered," I'm sorry Max. I know how hard it is to be at fault for somebody's death, somebody that I loved."

Max wiped away the tears that were streaming down her face and whispered," Rachel Berrisford. I'm sorry Alec I know you loved her."

Alec nodded slightly and said, " Yeah I did, how'd you know?"

Max shot him a sad smile and said," That night at the Berrisford house I followed you to Rachel's room and I heard you tell her that you hadn't understood how much you loved her. Then you started to... you started crying and I knew you wouldn't want me to see that so I left. Alec tried to discreetly wipe the tears from his eyes that sprang up from the memory of that night but it was to late Max had already felt a few tear drops land on her head. She turned to look at him and was shocked by the complete look of anguish written across his face. " I'm sorry about Rachel Alec. What... what happened? Maybe it will help if you talk about it.

" Robert Berrisford had gained some information on Manticore. They wanted me to get close enough to figure out how much information he had and what he was going to do with it. They taught me to play the piano and I loved it, its the only good thing Manticore ever gave me.", Alec said smiling sadly.

" Anyway I was supposed to pretend to be Rachel's piano teacher and kill the real one. I did, I killed him and I hated it. He was an innocent he didn't deserve that. I hate the fact that I killed him Max, I really do.", he said his eyes pleading with her to understand he didn't want to kill anyone.

" I believe that you hated it Alec, I'm sorry I said that you could kill someone in cold blood. I didn't really believe that you murdered anyone when the cop told me you did but when I saw the evidence I thought the worst of you. Again, I'm sorry.", Max said softly and sincerely.

" It's okay Max... it just hurts when you think the worst of me.", Alec said honestly. "Anyway everyone believed I was Simon, that was the real piano teachers name." Alec said. After a moment of silence Alec spoke again. " I remember when I first met Rachel...", he trailed off lost in memory.

" She was so beautiful, so young and innocent. She was so vibrant and full of life, I'd never seen anyone so... so alive before.", he said smiling wistfully. "Anyway teaching her went smoothly at first. She was a fast learner. A few weeks after the first lesson she invited me to adinner party at her house. The night of the dinner party we shared our first kiss. I was supposed to get more intel on her father but she talked me into sneaking away with her. We went swimming.", Alec said sighing.

"Skinny dipping?", Max asked smirking.

"No.", Alec retorted. "We were wearing underwear. She wasn't ready to do anything like that and honestly neither was I. I was pretty much as innocent as her sexually at the time. That kiss Rachel and I shared was my first kiss Max, and I was so confused. I'd never felt the emotions I was feeling when I was kissing her.", Alec said looking so completely serious.

"Anyway it wasn't long after that Manticore ordered me to eliminate both of them. I tried to convince them to let Rachel live but they were adamant about me killing the both of them. I wired a bomb and placed it on the underside of the car. It was the morning and Mr. Berrisford was due to take Rachel to school. Manticore knew that and told me to blow up the car when they both got in. I couldn't do it, I couldn't kill her, I loved her.", Alec said brokenly.

" I ran into the house as she was coming down the stairs and I ran to her. I tried to convince her to leave with her father. I didn't want to tell her the truth about why I needed her to leave but she demanded to know. So I told her I was sent there to kill her father. I told her that it was my job... that she was my job. She slapped me and ran away from me as I was trying to tell her that I'd fallen in love with her and couldn't go through with it. I followed to try and stop her from going near the car but before I could get near her the car exploded. Manticore sent someone to check up on me and they detonated the bomb. I thought she was dead.", Alec whispered brokenly, tears streaming down his face.

As Max watched the droplets of despair stream down Alec's anguished face she felt her heart break for him. " Oh Alec I'm sorry... she... she was the first person who ever loved you and you didn't even get to tell her how much you loved her.", Max said in a sad voice. She stood up and hugged him tightly and after a moments hesitation he relaxed into the hug and let out a heart wrenching sob. She held him and he held her as they both cried over lost loved ones.

AN: I hope you guys liked it. If you did tell me and I'll write more if you didn't I won't write more. Please Review and constructive criticism please.