Watched Pots
by pari106

Code: Max/?; Rating: PG-13; Disclaimer: Cameron, Eglee, FOX…

Summary: AU. Zack returns to Seattle after a long absence, only to find that Max is in love.

A/N: Who is Max with? That's the surprise of the story. Read it to find out. And please review!

Watched Pots
by pari106

Original Cindy returned home from a night at Crash, yawning as she mounted the stairs to her apartment.
That yawn turned into a scream when she ran straight into a man, who'd been standing there in the
shadows, waiting for her.

Then she cussed because she recognized the man.

"Jesus! What the hell are you tryin' to do? Give Original Cindy a heart attack?"

"Sorry," Zack mumbled, stepping further out of the shadows. Usually, he didn't say more than five words
to her if he didn't have to. "Have you seen Max?"

Apparently this time was no different.

Original sighed. "Come on in."

She led Zack into the apartment, counting the seconds it would take him to notice the total lack of his sister
in the vicinity.


"Where is she?" Zack asked.

"Not here."

"What? I…"

"Look, Original Cindy ain't seen her, aiight? She'd probably chillin' at her place," she told him.

"Her place?" he asked.

"Yeah, boo and her boy moved out to be together. You know, lovers' privacy issues and all dat."

Zack stilled. 'her boy?' 'Lovers'? And his jaw stiffened. So Max and Logan weren't like that, huh?

Apparently there were like that now.

And Zack told himself he didn't care. He was just interested in keeping her safe, that was all. That was the
mission; that was all that mattered. She was just his little sister…

Zack was just lying to himself.

Without a word, he turned to leave. But Original Cindy stepped into his path.

"Hey! Where you goin'?"

Zack raised a brow.

"Why you lookin', anyhow?"

"Does it matter?"

"Yeah, it matters. Look, I'm just saying, if you came here thinkin' you're gonna talk her out of Seattle,
you're wastin' your time. You know my girl. She's stubborn as all get out. And she and loverboy like it

Zack's jaw flinched just a little, at that. But he didn't let any more of his emotions show.

"Too bad," is all he said. Then, "Look, you're her friend. You want her to be safe, right? Well, it isn't
safe for her here with him."

Cindy snorted. "Tell me about it," she muttered, but then she continued before Zack could ask what she
meant by that. Her expression softened a little as she looked at him. She'd never been much of a Zack fan,
but she wasn't particularly happy with boo's new beau, either. And, besides that didn't mean she didn't
feel sympathy for the third wheel. She'd been there way too many times herself.

"Look…Zack. There's some…stuff you don't know. Aiight?"

Zack didn't like the sound of that. He frowned. "Like what?" he asked.

Original didn't know how to tell him, so she didn't. She thought about it, but Zack didn't have time to stay
and wait for her to figure it out.

"Fine. Guess I'll have to find out for myself." He said that, and turned to leave.

This time Original didn't stop him, but she did call after him, "Wait! Don't you even want to know where
they live?"

"I know where Foggle Towers is," he told her.


Original forgot what they were talking about for a moment. Then, when she realized what he was thinking,
she figured it was easier not to correct him. Like the man said, he'd find out for himself soon enough.

"Nah." Cindy ran inside, grabbing a scrap of paper and a pencil before Zack could slip away. If he went to
Foggle Towers and saw Logan first, considering the kind of mood he was in lately…

Oh, Original Cindy did not like that idea.

She wrote Max's address down, and when she gave Zack the slip of paper his eyes lit, for just a moment,
with surprise and confusion.

"What's Logan doing?" he asked, eyeing the street name. "Slumming?"

**** ****

When Zack reached the right address, he looked at the building with a mixture of skepticism and anger. It
was nice enough. Better than the last place Max had been living in. At least this building was complete,
and it looked reasonably clean.

But it wasn't Foggle Towers.

What the hell?

Did Logan turn into a tight wad? Or did his extracurricular activities as Mr.I-want-to-save-the-world
finally driven him bankrupt?

Zack mounted the stairs to the appropriate room number, with a shake of his head.

He'd told Max getting involved with this guy would be trouble.

Zack made it to Max's floor, the very top floor, then he kept on going up to the roof. He didn't figure he'd
get the warmest welcome, so he supposed there was no sense in knocking on the door, just so Max could
tell him to fuck off without even opening it. Then he'd have to take the door down, and landlords really
didn't appreciate that.

So Zack made his way from the roof, down the side of the building via a fire escape that also serviced
Max's apartment. He crept up to the window, which he noticed, to his dismay, had been left carelessly
open, and silently entered the apartment.

Then he took a look around.

It wasn't what he'd expected.

Granted, he'd expected a penthouse at Foggle Towers, but still…

This didn't feel like Logan. Zack sneered. Okay, like he was some big authority on Logan. But judging
by the guy's previous residence, with it's cool, modern design, it's state of the art kitchen, and fancy
artwork, Zack had been expecting something somewhat similar, if not stripped down. But this place was a

First, there was the furniture. A beaten, old coach and a couple of arm chairs. The color was right enough,
he supposed. Black. Logan liked dark colors. But the arrangement was all wrong. Too cramped.
Though, Zack supposed that was to be expected in such a small living area. How the hell was Logan
supposed to maneuver his wheelchair in here?

And the room was a mess compared to how Logan usually kept his place. It was more organized than Max
usually managed whenever left to her own devices, but it wasn't pristine like Logan's penthouse. Some
clothes were piled on the floor by the coach. A basketball – a basketball? – was wedged underneath the
coffee table.

That was another thing – everything was made of wood instead of metal. Gave the place a very natural
look, which Zack hadn't thought Logan liked. The artwork over the coach was this large, inexpensive
reproduction of something popular done in abstract with dark colors. And, on the opposite wall, where the
meager entertainment center sat in this large, wooden bureau, someone had hung a variety of vintage
basketball posters.

Zack started to get an odd feeling about this.

And that's when Max walked into the room.

Zack froze where he stood, watching her, and his breath caught in his throat, and his heart leapt in his chest.


Zack shook his head.

All this time, he'd tried to put the wild feelings he'd developed for his sister back in their cage. He'd
avoided her this long because he'd wanted to put his feelings in order. He'd hoped that they would go
away all on their own. But Zack figured the old adage was true. Watched pots don't boil. He'd been
waiting to stop loving her or waiting for her to start loving him, and he hadn't wanted to wait anymore.
He'd left, hoping that absence would either make her heart grow fonder or his less so. He'd left, hoping to
return prepared for her and her effect on him. He'd failed.

Zack frowned. Well, he would just have to work harder. Because if it hadn't been obvious to him before
that he couldn't have Max, it was obvious now.

Still, she was so beautiful. Her hair was shining, all wet from having just showered. Her skin was glowing.
Her eyes were just as big, and her lips just as full, as they'd been the last time he'd seen her. Her feet were
bare and she was wearing nothing but a big, fluffy, white bathrobe…

Zack's jaw dropped open. He had to force himself to breathe.

'Get a grip, soldier! That's probably Logan's robe, you know.'

The thought managed to bring Zack back to reality, and his mouth became a thin, grim line.

Max was grinning radiantly, and she was glancing back at someone standing in the other room. The
bedroom, Zack gathered, feeling like he'd just been kicked in the stomach. But he hid his pain behind
indifference and anger.


It was all he said. Just her name. Max turned from whatever she'd been saying to the other person, and
saw Zack.

And she froze right where she stood. Whatever she was saying faded away as though she hadn't been
speaking at all. And she just stared at him, in silence, for a full moment.

"Zack?" she breathed. It had been so long since she'd seen her brother. A part of her had been dreading
this difficult encounter, but another part of her had been so worried about him – where he was and what
was happening with him. And despite all the tension between them in the past, Max really did love her
brother. As a brother. She couldn't not be glad to see him.


With a smile, Max crossed the room and hugged him before he could realize what she was about to do.

It wasn't enough to erase the pain and anger of unrequited love. But the fact that Max was so obviously
happy to see him, did soften Zack's features just a bit.


But there was still someone else in the apartment. Someone else, who hadn't quite heard Max's breathless

He came into the main room, having just showered, rubbing at his wet, blonde hair with a bath towel. He
was barefoot, and wearing nothing but a pair of faded blue jeans, and the small, religious medallion he
always wore around his neck on a thin, gold chain.

"Hey, Maxie. What…"

That's all he got to say. Because suddenly Zack saw him.

He didn't even think. When Zack saw Ben standing there, he didn't even think. He didn't take in Ben's
appearance, or Max's. Didn't have time to think. All he saw was Ben. His crazy brother, Ben, who he
loved. Who he also feared.

Ben was like the rest of them. Strong, fast. Beautiful. And dangerous. He'd been created for the same
purpose as the others – to be a soldier. A killer. But, unlike the others, he'd actually fulfilled that purpose,
in his own, warped way. He'd killed. Not other soldiers. Innocent people. Fuck, he'd murdered priests
without batting an eye.

All Zack saw was Ben.

He shoved Max aside in an instinctual reaction of protection.

"Max, down!"

Then he tackled his brother.

"Zack! Zack, no, stop!"

When Max finally got over her shock, and realized what was happening, Zack was tackling Ben.

Ben's first instinct, of course, when faced with a surprise attack was to lash out. And once he had, his fist
connecting squarely with Zack's jaw, Zack took this as confirmation of his fears.

But then Ben recognized his attacker. His posture relaxed, and he lowered his fists.

"Zack?" His voice was surprised. "Zack, I'm sorry, brother, I didn't…"

And yet, he was interrupted again. Because Zack's fist was mimicking Ben's. And then Ben hit the floor.

"Zack! Zack, no!" Max was calling out from behind.

But Zack was still fighting. He was on top of Ben, and Ben was forced to defend himself, though only
enough to keep his brother from actually beating the shit out of him. Zack's blows were hitting hard.

"Zack! Zack, stop. Zack, listen to me, man…"

"Run, Max!" Zack yelled. He managed to get a grip on Ben's neck, and Ben's hands went to his, tugging
at the unrelenting fingers. Zack rose up, lifting one fist high in the air, preparing to bring it down. Ben's
hands went up in front of his face...


Zack's next words were lost, as was his grip on Ben, when suddenly a kick connected with his back,
throwing Zack off of his brother, and over him, crashing into the doorway beyond.

"What the…"

Zack was instantly on his feet, prepared for another attack. Prepared to go back after Ben.

Prepared…for anything but what he saw.

Zack froze.

Max was kneeling there on the floor, right in front of Ben, who was now sitting up. He was dabbing at the
blood running form his split lip, and Max was holding his face in her hands. Max was…

Zack shook his head, as if to clear it.


No, it couldn't be. Max was looking at Ben…she was looking at him like she was worried about him. She
was kneeling between him and Zack as if she were protecting him. She…

It couldn't be. But it was.

Finally, everything fell into place. The apartment. The décor. Ben had a thing for abstract art, Zack
remembered. And dark colors, of course. He liked basketball as much as Max did. Max did a better lay
up, but nobody could guard against Ben…

But those were things from a different time. From before Ben lost his grip on what little sanity Manticore
had left him. Before he'd been a killer.

Then Zack took in Ben's appearance. The wet hair, the fact that he wasn't wearing anything but a pair of
jeans. And Max, she'd just gotten out of the shower, too, hadn't she? Her hair was wet. She was just
wearing a…

Zack stumbled backwards. He actually felt dizzy for a moment. It hit him that hard.


Not Max and Ben. Please, not Max and Ben.

Max was looking up at him. She held up a hand.

"Please, Zack. Don't. Just wait. Just listen. Please…"

Zack shook his head. He couldn't hear her. Max. And Ben. Max and Ben. Max and Ben showering
together. Max and Ben…living together?


Zack didn't realize he'd said the word aloud until he saw Max and Ben jump.


Zack cut Max off again. He didn't even look at her. He just pointed at Ben.

"You. Outside."

Then he exited the way he came in.

Max watched Zack leave, and turned back to her lover.


"It's okay, Maxie. We knew it would happen eventually. I have to talk to him."

He wasn't even looking at her, just staring in the direction Zack had left. But he turned to her then,
planting a kiss in the palm of the hand she had pressed against his cheek. Max didn't like this. But Ben's
light smile helped, and when she looked in his sharp, blue eyes she saw the love he had for her.

Still, she was worried about her brothers. The emotions that they both had for her. The tension and the
history between Ben and Zack. You could practically feel the testosterone floating through the air. And
Max had faith in Ben, but he was so sensitive about his past. And Zack would undoubtedly bring it up.

And Zack was so angry. Ben leaned over and kissed her, and Max kissed him back, putting all the concern
and protectiveness she felt for him into the kiss.

"Be careful," she whispered. God, help them both. She didn't want either of them to do or say something
they'd regret.

"It's okay."

Ben kissed her again, then he rose, eyes on the window. He followed Zack out and Max remained there on
the floor. Then she rose, going into the bedroom to get dressed, with a sigh.


**** ****

Ben had a thing about speed.

He was fast. Faster than any of his brothers and sisters. He could outrace some sports cars if he really put
his body into it.

But he never rushed if he didn't have to. He took his time. Maybe it was him trying to defy his
programming. Maybe it was him denying himself. Or maybe he'd just learned to treasure every moment
of every day, of every good day, every sane day, as though it were his last.

Therefore, he probably could have been on that roof in a second. But he took his time. And not because he
was savoring the moments.

Ben's palms were sweaty. He was nervous.

Shit, he was practically fucking shaking. Truth be told, he was terrified.

Zack was here.

Ben had waited for this day, dreaded it for a long time.

Zack was here today. Today was the day his past would come back to haunt him.

Ben had always known it would. He'd wondered if he could take it. He supposed he'd figure that out
when he got to the roof.

He'd tried so hard. Since he'd come to Seattle, and Max had saved him, he'd tried so hard to change
himself. To repent for who he'd been before. And to move on from the experience.

He knew he would never quite be past it. He'd never speak to Father Destry, who he now considered a
friend, without seeing that tiniest glimmer of fear in the other man's eyes. He'd never hold Max in his
arms without remembering, in horror and disgust, how it had felt to feel her body beneath his, not in a
moment of desire, but of anger and conflict. When they'd fought one another in those woods, all this time
ago. When he'd hit her. He'd fucking hit her. She'd broken both his legs, but still…

Ben knew Logan would never really trust him. Nor would Max's friend, Cindy. Maybe no one would ever
trust him again. Except for Max. And, maybe, one day, himself. Ben knew the nightmares would always
come, at random intervals. That the scars would always be there on his soul. That there would always be
that one night, one out of a year, or maybe a month, or even one out of every week, when he'd wake up in
the middle of the night, crying.

He knew it and he was trying to accept it and he'd tried so hard to prepare himself to handle it when he was
faced with his brother, once again, but Ben was still nervous. He loved Zack. He loved all his brothers and
sisters. He hated that he'd made them ashamed of him. And, worse, afraid of him. Hell, he'd always been
intimidated of Zack. Frightened, perhaps, even just a little. And that last time he'd seen his big brother, in
the grips of the imbalance that had turned him into a killer, Ben had seen fear in his brother's eyes. He was
afraid of his older, more commanding, more collected brother, and his brother was afraid of him. That
scared Ben even worse.

So he climbed up to the roof, nervous and afraid. And trying not to hope. He knew he had no right to hope
that his brother would do anything but disown him. But Ben couldn't help but hope, anyhow.

He wanted his family back. He wanted them back so badly he could feel it in the blood they shared. He
had Max, and their love was a miracle. Without it, without her, he knew he would never have survived, not
with his humanity intact. He wouldn't be human right now. Without her, he would be what he was before.
And he wouldn't survive it this time. He wouldn't want to. But with her, he could do anything. Be
anything; survive anything. With her, he could survive losing his family. But still…he wanted his family
back. He couldn't help but hope.

Then he reached the roof.

Zack was standing there, staring off the side of the building on the opposite side from where he and Ben
climbed up. He had his back turned. Surprising, considering the fact that he was up here with a man he
considered a cold-blooded killer. But, then, looks were always deceiving with Zack. Just because he had
his back turned, that didn't mean he didn't have eyes in the back of his head.

Ben walked over to his brother. No too close. Just close enough to be within easy earshot. And he just
waited, rubbing his palms against the thighs of his jeans. He'd grabbed a gray t-shirt before he'd climbed
out the window. He figured the last thing Zack needed just now was to see him half-naked, knowing he'd
been in the apartment with Max. Considering how Ben knew Zack felt about Max…

Jesus. Things were so completely fucked between them. How could he ever tell Zack how sorry he was?
That he still loved his brother? That he'd never, never wanted to hurt any of them?

"What is this, Ben?" Zack was finally asking. His voice was quiet, low. The calm before the storm, Ben


Ben was right. Zack was furious. When he turned, his eyes burned frighteningly, the shade of ice. And his
whole body was tensed.

"What the fuck is this?" he demanded. "A diversion between killings?"

Ben flinched. He'd expected this, he reminded himself of that fact. But expecting and experiencing were
two different things, and the power of Zack's words and tone stung, regardless.


"What, you have a little apartment here? A little piece of tail on the side, for when you aren't away on one
of your missions judging the unworthy?"

Ben blinked. He'd expected anger. Even hatred, though it had hurt to admit it. But this…

"Hey! Zack…"

"You couldn't get that with anybody else, Ben?" Zack demanded. "You have to get some sick thrill out of
kicking it with your baby sister?"

Ben couldn't help it. He tried to brace himself for Zack's hatred, to accept it calmly. He knew he deserved
it. But he couldn't take the hateful words. The hateful things they implied about him and Max.

"You're one to talk," Ben found himself saying, angrily. But his heat was gone as soon as it arose. He
could see the dangerous glimmer his words had sparked in Zack's eyes. And the pain.

"Listen, Zack…" He didn't want this. He didn't want these dark emotions between him and his brother.
"It's not like that. *I'm* not like that anymore. I've changed."

"I don't think you have," Zack said, spitting the words at Ben like daggers. "You always were a sick
bastard. Is this thing with Max new? Or did you want to get into her pants even back at Manticore?"

Ben's eyes widened a little, and he flinched as though Zack had hit him.

Even Zack wasn't angry enough not to regret the comment. But he didn't let the sensation register.

"Jesus, Zack! Look, I don't want to fight you, okay? I know I deserve anything you have to throw at me.
But if you don't talking about me and Max that way…"

Ben's words trailed away.

Zack laughed a bitter, humorless little laugh.

"You'll what, Ben? Take my teeth? That's what you do, right?"

Ben paled.


"Is that what you plan to do with Max after you're through with her?"

'Oh, God…'


"Come on, Ben. Tell me." Ben knew that look in Zack's eyes. That competitive, confrontational look.
Like a predator gives its prey while it toys with it. It was a look so inherent to Zack's nature Manticore
must have purposefully ingrained it there. "Like you did in Miami. Remember?" Zack continued, pacing,
his eyes never leaving his brother. Ben took a step back. He swallowed. Hard.

"Remember the last time we saw each other, Ben? I found out about your shit and I came to stop you. You
broke my fucking legs, remember?"

Ben felt the inside of his stomach drop. God, he'd been right to worry. He couldn't take this. Ben felt
tears prick at the back of his eyes.


"You had plenty to say then," Zack was still saying. "About your mission. The Blue Lady. Remember
her? Any of this ring a bell, Ben? Or are you just too fucking psycho to recall?"

Ben took a deep breath. And then another, and another. And he had to make an effort for his voice not to

"Zack…I was sick then. I'm better."

He couldn't see the disbelief in Zack's eyes, heard it in his scathing laughter.

"I am." Ben hurried on, almost like he was pleading his case. In a way, he was. He would forever be
pleading for forgiveness for his sins from someone. "Max's friend, Logan? He's got this friend named
Sebastian. He knows things about us, Zack. He can get into the Manticore mainframe. He has access to
files you wouldn't imagine."

Zack was just shaking his head.

"And he knows doctors. I'm seeing this shrink, and I'm on medication…"

"How nice," Zack drolled, silencing Ben in mid-sentence. He remained silent for a moment.

What was he trying to do? Make himself an explanation? An excuse? There was no excuse for what he
did. No guarantee the treatments he was receiving would keep him from ever doing it again. Why did he
try? Why the fuck would Zack even bother to listen?

Ben swallowed, his throat suddenly thick.

"Zack…I love Max." Despite himself, despite all he knew that he was guilty of, he couldn't keep the
pleading out of his voice. He couldn't keep his voice from cracking. He couldn't help but to reach out to
his brother. "I'm your brother, man, please…"

"No." For all of the emotion in Ben's eyes and voice, there didn't seem to be any in Zack's. He was numb.
Empty. "You were my brother. Were. You stopped being that they day you first killed. You turned on us
then, Ben. On all of us. All the X5s. Including Max."


Ben could feel the tears start to come now. He couldn't back away when Zack began to advance on him.

"You're not Ben," he said, cold. "Ben is gone."

"No. No, Zack." Ben looked at his brother, praying for a little understanding. Just the tiniest bit of open-
mindedness. "I never went anywhere. I just had some problems."

Zack snorted, but Ben was undeterred.

"Problems, like we all do with the seizures. Only my problem's different. But that's all it is – a chemical

Zack laughed again.

"Chemical imbalances don't tattoo barcodes onto people's necks."


"They don't make people give their victims a gun, a knife, a crossbow. Asking them to kill you." Zack
met Ben, and he kept on walking, forcing Ben to walk backwards with him. "Did you get off on that,
Ben?" he asked now. "On giving them that one little hope for survival? You knew they didn't stand a
chance. Not against you. Did you like watching that hope in their eyes die when you snapped their

"Zack, please…"

Ben was just about to start crying now. They'd hit the edge of the roof, and Ben was backed up against the
railing that lined that side of it. If Zack hadn't been so blinded by anger and fear and betrayal, he might
have thought how contradictory he looked. Ben – who'd taken innocent life. Taken it efficiently, coldly.
Happily. Just like they were trained.

It was a contradiction to see that Ben standing there, about to cry.

But Zack was too far-gone at the moment to think of anything.

"Or how about afterwards? What did you like the most about that? Tearing their arms off after you'd
already killed them? Or taking their teeth to your next target? Confessing your sins to some poor sap
somewhere who doesn't know any better, asking him to pray over your soul before you take him out in the
woods and slaughter him?"

Everything was all coming to a peak then. All of Ben's fears about recovering, about not being able to
recover. His guilt. His fear of returning to who he was, what he was before. The fear that it wouldn't
really matter to his family even if he didn't. Also, all of Zack's own fears concerning his family. The love
and concern he still had for his brother, but had lost beneath layers of fear and mistrust. All the unrequited
love he had for Max; the resentment because she couldn't love him back. The fear that Ben would hurt her;
really, really hurt her. The jealousy. Everything was at its height just then.

"Huh, Ben? What was it about the kill you liked the most?" Zack sneered.

And then it happened.

The railing squeaked. Just a little squeak. Nothing major, just a little sound. A sound signaling the fact
that the railing wasn't stable. That it could give way at any moment.

It was a warning. Or an invitation.

And everything seemed to freeze.

Zack looked at Ben, and Ben looked back, and they both thought the same thing at the same time.

It could give way. Just a little pressure, the pressure, say, that would be applied if Ben took just one step
back…If Zack took just one step forward…it could give way. And Ben would fall. It wouldn't be like
Zack pushed him, or anything. The railing was loose. He didn't come up here and loosen the screws on
the railing. It wouldn't be his fault if something happened. Something horrible. Something just…

Ben looked at Zack, and Zack looked back, neither of them breathing.

It would be just, wouldn't it? After all the lives he's taken, Zack thought. It would be right, that he should
loose his own. He found no satisfaction in it, anyhow. What did he have to live for? His madness and his
anger and his hatred and his killings? The false deity to whom he offered human sacrifice? It would be a
justice to Ben, himself, in a way. It would be putting him out of his misery. Because, he's not Ben, really,
he's not…

'…he's not Ben…it's not Ben…'

The thought echoed through Zack's mind, even as it suddenly occurred to Zack, as if waking up from a bad
dream, where they were and what they were doing. What had been said and felt; what he was
contemplating. As if he were seeing him for the first time, Zack noticed Ben in front of him. And it was
funny, he didn't see a killer. He didn't see the monster he'd seen in Miami. Covered in someone's blood.
It had been splattered all over him, his clothes and his face. It had looked as though he'd torn someone
apart, there'd been so much blood. And he'd smiled. He'd smiled with the most evil gleam Zack had ever
seen in a man's eyes, and he had been so powerful in his evil Zack could barely match him in a fight. He'd
broken both of Zack's legs without so much as flinching…

But Zack didn't see that now. He saw his brother, standing there, his face wet, not from blood, but from a
solitary tear that had fallen down his cheek. He saw a man with eyes the color of his, hair of the same
shade, the same build. He saw the little boy that had told him ghost stories as a child, and who had once
taken one of his punishments for him from Lydecker, because it just wouldn't have been right to let his CO
loose face in front of the colonel. He saw the little boy who'd stayed up, half the nights when Zack hadn't
been there with her, right there by Max, his eyes drooping with fatigue, forcing himself to stay awake to
entertain Max, who didn't sleep. Making shadow puppets on the wall to distract her from the pain of her
seizures, on nights when she was sick and they couldn't let anyone else at Manticore know, for fear of what
might happen to her.

He saw his brother, who'd he'd taken to his first basketball game, back when they'd first found each other
again after the escape. Ben was about fourteen at the time, Zack a little older.

He saw a man who claimed to love Max. A man who was his brother. His family. His past, his history.
A part of himself. He saw a man Max loved. She had to love him. Otherwise, how could she put her trust
in him as she had, moving in with him, knowing what he'd done?

Zack saw a lot of things when he looked at Ben. But he didn't see a killer.

And he didn't see fear.

That struck Zack. It pulled him out of his reverie and into the present.

He suddenly realized that something had changed in Ben's expression, at just that moment. Something had
stilled it. There wasn't any fear there, or anxiety. No pleading for understanding or sorrow or regret. Not
much of anything.

In the place of all that there was just…acceptance. That was what had stolen over Ben's features.
Acceptance. Resignment. Preparedness.

The sight of that had more power than anything else in bringing Zack's sense back to him.

What had he been about to do? Fuck. Fuck, what would he have done?

"It's okay," Ben suddenly said, quietly. Zack jumped, it surprised him so much.

"It's okay," he'd said. One more tear fell down his cheek. But his expression was still blank. "It's alright,
Zack," he said again.

Zack felt tears of his own threaten in his throat. Zack never cried. But the horror of the situation suddenly
assaulted him.


He reached out to his brother, slowly. It seemed as though he couldn't move in anything but slow motion.

Ben watched his movements. But then his blank expression faltered, and Zack saw the myriad of emotions
behind it. The truth, which lurked beneath the acceptance of death, that Ben did not want to die.

Suddenly, Ben reached out and grabbed Zack's wrist.


Zack opened his mouth to tell him it was alright. He thought he was going to push him. Hell, he'd thought
about pushing him. He'd thought about killing his own brother. Who was the real monster here?

Zack opened his mouth to tell Ben it was okay. He was just going to pull him away from the railing.

But Ben spoke first.

"Just…tell Max I love her, okay?" Ben said. He swallowed. "Tell her I…that I said thank you. For letting
me love her."

'Oh, hell.'

Zack closed his eyes. Ben let go of his hand. Zack's eyes opened again. Ben just watched him. Zack
reached out…and pulled Ben away from the railing.

Then he turned and walked away without another word.

Leaving Ben standing there, still watching him until he was gone.

**** ****

Max was just pulling on her boots, when she sensed a presence in the room behind her. She stilled, sitting
up straight where she was on the edge of the bed.

"Ben?" she asked, hesitant.

There was a pause.


Max felt her heart pumping in her chest, she felt her chest tighten. She turned.

And she saw the look on Zack's face. This odd, horrified look and…and tears in his eyes.

'Oh, God…'

Zack figured in any other situation, having caught him sneaking up on her in her bedroom, Max would
have raised holy hell with him. But now, she just stared at him, wide-eyed. She looked like she might faint
if he said the wrong thing.

That alone doubled the horror Zack felt over what he'd almost done. And, suddenly, he did the

He started to cry.

Right there where he stood, Zack just broke down into sobs.

Max was so startled that, for a moment, she didn't respond. But then she took him into her arms, leading
him to sit on the edge of the bed where she'd just been sitting a moment before. Her fear became
amplified, though she tried to keep her voice carefully calm.

"Zack…Zack, where's Ben?"

No answer.


Max felt her throat tighten.

'No…no, please. Not now. Not now that we've just found one another. Not after how far Ben has

"Zack…," her voice held a sharp note of panic that finally broke through Zack's emotional daze.

"He's still on the roof. He's okay."

He could feel the tension in Max's body as she stilled beside him, could sense the skepticism.

"He's okay," he repeated. "He's okay."

Max was torn between the fear that he was lying, and the need to believe him. The need to go to Ben's
side, and the need to comfort her brother, who was hurting.

"Shh. Zack, shhh. It's okay."

She ran her fingers through his hair, knowing the soft touch against his scalp was soothing to him. And so
she just sat there with him for long moments, waiting until the sobs had begun to fade away and the tears
had stopped.

In the silence that ensued, Zack finally opened his eyes once again. Staring at a spot on the carpet by Max
and Ben's bed as he allowed her to comfort him.

Finally the words came, low and quiet.

"I could have killed him," he said.

Max froze.

When she didn't say anything, Zack continued, in the same, emotionless tone.

"I could have killed him. I thought about killing him."

"But you didn't."

Max didn't even know herself whether that was a statement or a question or a prayer, but she was
breathless saying it, willing it to be true.

Zack didn't respond.

Max felt one of her own tears slide down her cheek.

"I love him, Zack," is what she said next. "I love him so much. I need him."

Zack just lay there a moment longer. But finally he sat up.

And after a few calming breaths, and a moment more to compose himself, to wipe the tears away from his
eyes, Zack looked at her.

"You could be wrong, Maxie. You think he's changed. What if he hasn't?"

"He was sick, Zack."

"He's still sick!"

"And that's something we have to deal with. He's seeing a psychiatrist now, and he's taking medication

"I already heard it," Zack said, standing up and cutting her off with a wave of his hand. He paced over to
the window, staring out and grinding his teeth in frustration. Then he turned back to her.

"You really think it's that easy, Max?"

"No, of course it isn't 'that easy'. It's hard Zack. It's hard for Ben to overcome what happened. It's hard
for me sometimes, even. It isn't easy. There aren't any guarantees that it'll get any easier. But we work
on it."

"Why?" Zack demanded. He walked back over to her side, looking into her eyes for some sort of
explanation. "How can you be with him knowing who and what he is? No 'guarantees'. How can you live
like that? Here with him?"

Max sighed, looking up at him, sadly.

"That's called trust, Zack."

"You're risking your life, Max!"

"I love him. I have faith in him."


"Because he deserves it, Zack," she told him. "As much as any of us do, he deserves to be loved. To be
believed in. We've all done things we're ashamed of. Things that were wrong."

"But, Max…"

"But nothing," Max said, firmly. It was easy to get frustrated with explaining her relationship with Ben. It
seemed like she had to explain it an awful lot. "Look, Zack. All that stuff about the Blue Lady? The
twisted substitute for religion we kids cooked up back at Manticore? That might have been just some
fairytale we used to make sense of the shit that went down back there, but that doesn't mean all religion is
like that. Ben's been studying Catholicism since he's been better…"

Zack looked at her strangely. He released a breath. "Oh, please…"

"Zack, the Blue Lady might have been a myth, but Ben's belief in her wasn't. Whatever else you have to
say about it, Ben needs something to believe in. And, I don't know…I guess I figured it's kind of nice to
have that. Something to believe in. Something right, not like it was back at Manticore, or like it was for
Ben after the escape. Something like what he's looking for now. He believes in God. Maybe I'm kind of
starting to believe, too."

"You can't be serious."

"It isn't so crazy, Zack," Max said. "It's not implausible to think there's something out there bigger and
better than little old us."

Zack didn't say anything.

"If there is a God," Max continued, "I don't think He judges by those kind of degrees."

Zack sighed. And he looked at Max. Just looked at her for a moment, unable to hide all of his feelings for
her for just that moment.

"Max…it's not about judgement. It's about survival. I'm not worried about what Ben's done. I'm worried
about what he's capable of doing."

Max raised her chin. "So am I. And I know he's capable of beating this bitch, Zack. I know he can make

Zack looked away.

"I hope you're right. Because if he turns again…I don't know if I can be here fast enough to help you,

Max reached out and touched his cheek.

"Thanks anyway, Zack. But you don't have to worry. We'll take care of each other."

Zack nodded, not looking at her. Mostly because he didn't know what else to do. What else could he do?
It seems Max had made her decision. And he would spend the rest of his life fearing it had been the wrong

"I do love you, Zack. You know that," Max told him. "Ben loves you."

He just nodded again, but he didn't speak. He couldn't.

"We'll be okay, Zack," she told him. And Max even managed a little of a smile, something that was
supposed to be a playful tone of voice. "Just watch if you don't believe me."

She was teasing him, with that kick ass attitude she knew always made him want to roll his eyes. But she
was only half joking. She didn't want this to be the last time she found him sneaking through the window,
if that was the only way they could see him. He was her brother. She did love him.

Zack just looked at her.

'Watched pots…'

He nodded, finally. Then, before she could react, he leaned over and planted a quick kiss on her lips.
Max's eyes widened in surprise.

Then Zack just left. He didn't look back.

**** ****

Max went up to the roof after Zack left, looking for Ben. She found him, sitting on a ledge on the other
side of the building.

Max walked over and sat by him. Not close enough to crowd him; just close enough to let him know she
was there, that she would be there for him if he wanted her.

She wasn't quite sure what to do or say – even after all this time together, and all they'd been through. She
and Ben had reconnected. They were in one another's hearts and minds. They were there for one another;
comfortable with the company. Ben didn't have the same aversion to demonstrating emotion that many of
the many of the X5s shared. He didn't turn away from intense feeling. He didn't turn her away. But that
didn't mean he didn't occasionally need the privacy of his thoughts. He'd experienced things she didn't
want to guess at. He carried memories inside him that would have broken a lesser man. And there were
times when he needed space to deal with those memories, to face them, alone.

Max didn't know whether or not this was one of those times. Whatever happened up here between him and
Zack had to have been difficult. Hell, Max was shaking, wondering how much damage had been done up
here by the confrontation. Not physical damage, but spiritual. How much more scarred had Ben's soul
become by whatever had been done and said up here in Max's absence?

Max found that her eyes had teared again. And she took a shaky breath.

The moonlight was shining in Ben's hair. He had his arms resting on his knees, and his head hung between
them, his face hidden. When he sensed her approach, he didn't move right away. Even then, he didn't turn
to her or say anything. But he did sit up. And Max could just see the slight signs that he'd been crying.

He wasn't crying anymore. In fact, he seemed to be trying very hard to school his features into neutrality.
And Max couldn't resist it any longer. She felt herself choke up, and she reached out, placing a hand on his

"Oh, Ben…"

Ben crumbled, just like that. Instead of pushing her away, like Max feared he might, he let her pull him
into an embrace. And he held her. Zack would think she was crazy, but she always felt safe in Ben's arms.
Ben, who had been her older brother when they were children. Who had been her adversary when they'd
first reunited, as adults. His strength then hadn't been comforting, as it was now, it had been frightening.
His gaze hadn't been exciting, it had been chilling. His beauty had been tainted by the darkness in his

But now Max felt safe in his arms. That day in the woods, with Lydecker's men approaching, with Ben
lying there, in her arms, asking her to save him from them and from himself…that day when Max had been
given the choice to end Ben's sinning by ending his life, or to end it by sparing him…she'd wondered if she
was making the right choice when she decided to try and help Ben. Logan had found out about Ben's
whereabouts before Lydecker, and his men had arrived just in time to save the day. To help Max save Ben.
She'd wondered if she was right in doing so. Now it gave her a chill just to think how close she had been
to changing her mind. And she felt safe in his arms. Not despite his strength, despite of what he was
capable of, but because of it. Because she knew what he was capable of, and she now knew that he had the
discipline and the goodness inside of him not to abuse those capabilities again.

Max held Ben, as she had held Zack before. But now she leaned over, kissing Ben on the forehead,
whispering her love for him, trying to give him comfort because she knew that he would accept it.

Finally, Ben's shaking subsided and he pulled back, just a little, though he didn't pull completely away
from her. Then, after a moment more, he stood. Walking over the railing that lined the roof, staring out at
their little portion of the city.

Max joined him.

And after a while longer, he spoke.

"I knew he'd hate me," he said quietly.

"He doesn't hate you," Max told him, reaching out yet again. But this time, when her hand touched his
back, Ben tensed, and Max withdrew, curbing her disappointment over the gesture.

"You're his brother, Ben. We're family." May stepped up beside him. "He was just surprised."

Ben laughed, but it wasn't a happy sound. "He was a lot more than surprised, Max," he said.

"He's worried about us."

Ben gave her a look.

"Okay. About me." She sighed. "He's afraid to trust you, Ben," she said, not wanting to hurt him, but not
wanting to lie to him either. He knew the odds he was up against overcoming Miami and Chicago and New
York. And Seattle. "That'll take a while."

Ben didn't respond right away.

"He's angry," he said then.

"I know…"

"No. I mean he's angry. At you for being with me."

"He'll get over it. You know how…"

The outburst came without warning, and to be honest, it did startle Max when Ben turned to her, his eyes

"Yes, I know how Zack fucking feels, alright? You think it's not obvious, the way he looks at you?"
Ben's eyes fluttered closed before opening again, and he turned back to the view. He hadn't wanted to hurt
Zack. He'd known how Zack felt about Max – Max had told him about that night at Logan's cabin. But he
couldn't help loving Max. And he'd known too much darkness in his life, not to reach out and grab the
light she offered him with her love. And now just the thought of her and Zack together tore at him.
Nothing had happened at that cabin, but still…

Jealousy and uncertainty and guilt clawed at Ben, putting an edge in his voice, and he lashed out at the one
person he never wanted to lash out at.

"What I want to know is how you feel about that, Maxie?" he asked, tauntingly.

Max stilled. "You know the answer to that."

"Do I?" Even as he said the words, Ben couldn't fathom what the hell he was thinking, but he said them
anyhow. The image of Max hugging Zack flashed through Ben's mind. The thought of her and Zack,
alone, together in a cabin, sitting in front of the firelight. The knowledge that Zack had been in their
apartment quite a while after he'd left Ben, before he left for good… "After all, you let one X5 brother
score. Who's to say big brother doesn't stand a chance?"

The words were insane. Insincere. Ben knew it and Max knew it, but they stung, anyhow.

"I thought you might be like this," Max muttered, turning to leave before she act on the anger that he'd
incited within her.

"Max, wait!"

Ben stopped her, grabbing her hand. The anger and jealousy had left his features, replaced by sorrow and
regret. "I'm sorry, I…you know I didn't mean that. I just…"

Ben took a deep breath. And another, and another. His heart was pounding and his eyes were stinging, and
he couldn't look at her. The next thing he said lodged in his throat, wanting to remain unheard, but he
forced himself to say it anyhow.

"Maybe…maybe Zack is right. Maybe you…maybe you should just go with him."


Ben continued not to look at her. Not wanting her to see his heart breaking through his eyes.

Max's voice came out as a whisper. "How can you say that?"

"Because it's the truth, Max!" Ben paced, running his fingers through his hair in frustration. "Maybe
Zack's right. Maybe I am just a killer."

He stopped in front of her, his fears and self-doubts shining in his eyes.

"Don't talk like that, Ben," she said carefully. But Ben was on a roll.

"I'm a monster, Maxie."


"I've killed."

"But you feel differently about that now. That's something, Ben."

He just looked away.

"We've all had to kill, Ben. It's just something we'll have to live with."

Ben's voice took on a harsh edge.

"That's not the kind of killing I'm talking about, Max, and you know it."

Ben looked at her, and the serious look in his eyes chilled her.

She put a hand on his arm. "You were sick then, Ben," she reminded, quietly.

"I'm still sick!" He pushed her arm away. "I can't even get through the day without my goddamned pills!"

"But you get through it. That's what matters."

Ben turned his back to her. Afraid to believe. Afraid to go on believing. Afraid Zack was right. All this
time, all the effort he'd put into changing himself…what if Zack was right? What if all of this, all the
progress he'd made, was just his own mind's way of playing a trick on him? What if "he" wasn't really
himself, after all? What if he really had sacrificed his humanity by killing? If that was true, and he lost his
way again…if he hurt Max…Ben's hands fisted around the railing in front of him.

She'd been his salvation. He adored her. He loved her. He'd once believed he didn't have the capacity for
that kind of love, but she'd shown him that he was wrong. Could he really risk her for some uncertain shot
at regaining himself? Did even his sanity mean as much as she did?

He should be stronger, he realized. Less selfish. He shouldn't cling to her and the life she offered him,
when he knew the danger a life with him entailed.

He should be stronger, but he wasn't. When Max walked up behind him, wrapping her arms around his
waist and resting her cheek against his back, he wasn't strong enough to make her move away.


"You're a better person than you were then, Ben. You're stronger." Ben shook his head. He'd just been
thinking the exact opposite. "You're a good person, Ben. And I love you."

Ben closed his eyes, wanting so badly to believe the words. Having needed so badly to hear them.

"How can you have such faith in me?" he asked. He felt Max shrug, and she turned her head to plant a kiss
between his shoulder blades. He was sure he could feel it, even through the cotton of his shirt.

"You had that kind of faith once," she reminded him.

Ben snorted. "Yeah, in the Blue Lady."


Ben turned to face her.

"So, we just made her up. She was a myth."

Max repeated the same conversation she'd just had with Zack.

"But you're belief in her wasn't."

Max took Ben's face in her hands.

"Ben, our version of religion back at Manticore was pretty whacked. And what you did because of it was
wrong. But there's nothing wrong with faith. With believing in something or someone higher than
yourself. There's nothing wrong with believing in yourself." He was staring into her eyes, and Max knew
he was listening, so she continued. "You've been studying religion, but you haven't really been letting
yourself believe. You're afraid to. Just like you're afraid now. But you don't always have to be afraid,

You want to believe, I know it. You want to believe in something again. You want to believe in yourself
again, and that's good. Ben, you're good. You care. About the people you hurt, about the people you're
around. You care about something or someone larger than your own little life, and that's a huge thing,

She looked at him with love and forgiveness in her eyes, and placed a soft kiss on his lips.

"That's not something you'd expect from a monster."

Ben rested his forehead against hers, losing his fingers in her hair and bringing their bodies close. He
didn't realize he'd been holding his breath until he released it.

"I don't know. Max…"

"It's okay, Ben. It's okay not to have all the right answers. As long as you don't try to substitute with all
the wrong ones."

"Like I did before."

Max looked up at him.

"You were sick, Ben. You couldn't have helped that."

He opened his mouth to speak, but Max stopped him.

"I'm not saying it's an excuse. It just is. And on top of that, you felt lost. That's why you fell back on
religion. And your intentions there were good. Whether you want to call the woman you pray to the Blue
Lady or Mary, Mother of God, your heart is still in the same place. You just had to get better to realize that
that place isn't back at Manticore. It's in you, Ben. You didn't need a mission to make you worthy. You
didn't need the favor of some deity you weren't even really familiar with. You didn't need any of that to
make yourself worthy. And you don't need Zack's undying faith in you to feel worthy now. All you need
is faith in yourself. And faith in your ability to kick this imbalance thing and move on with your life."

Max wrapped her arms around his neck, letting him rest his chin on the top of her head.

"We can worry about Zack later," she told him.

"I'm trying to find faith again, Maxie," he whispered into her hair. "I'm trying to do right this time."

Max's heart broke a little every time she heard that determination in his voice; that soul-wrenching need for
atonement and betterment.

"I know you are, Ben," she said, rubbing the back of his neck. "That's why *I* believe in you. Because I
know how much it means to you.

"You're no monster, Ben," she told him. "You're a man, and I love you. You've made mistakes, but you
recognize that, and you're trying to progress past that, and that's all you can do. That's all anybody can

Ben had her wrapped up in his arms.

"I love you, Max."

"I know."

"I still love them. Zack and the others. I don't want them to hate me."

"I know, Ben. And they don't. And if they can't accept you yet, we'll just keep working on it until they

Ben sighed. "I don't know, Max. I can barely forgive myself. How can I ask them to forgive me?"

Max pulled back, finding Ben's eyes again.

"You asked Father Destry," she reminded.

Ben averted his eyes. "Matthew should hate me. I almost killed him, Max. And I go into his church every
Sunday and confess my sins, talk to him after mass, and he still wears my fucking mark, Max. My barcode.
He should hate me."

"But he doesn't," Max insisted. "If he can forgive, so can you. If he doesn't hate you, Ben…don't you
think you could stop hating yourself?"

Ben looked at her in surprise, but he didn't refute the statement.

Night was beginning to slip away at this point. The first rays of the morning sun were lighting Seattle's
horizon. And Max took Ben by the hand, leading him back over to the building's ledge. Ben sat down
there, and Max sat between his legs, with her back to him, and leaned against him, letting him wrap her up
in his arms once more. They sat there, head close together, silent, and just let the dawn break.

Just as the sun was about to rise, Ben whispered in her ear: "Thank you, Maxie."

She just squeezed his hand. And they faced the new day, Max thinking how unbelievable it was that she
could have him here like this, after she had almost lost him so many times before. Ben thinking how
unbelievable it was that she would let him be here like this, with her. How she could have faith in him.
How, maybe, he could almost see the day when he'd have faith in himself.

Both held each other, both having the greatest fear of losing the other. Both looking at one another as if
they expected the other to disappear at any moment, fading away like the stars of the night sky.

But they knew this moment, at least, was safe. And that the night could fade without taking either of them
with it.

So they just held one another. And watched the sunrise instead.