Building on Chemistry
by pari106

Disclaimer: FOX…Cameron...Eglee…you know the drill. They aren't mine.

Rating: PG-13

Code: Max/Alec

Summary: sequel to "A Moment of Madness". The continuation of the relationship established in that

Chapter 1
The Morning After

Images floated through Max's mind.

Original Cindy…the gang at Jam Pony…Logan, her closest friend, smiling over dinner. Sitting with Zack
in front of a fire, sipping wine. Seeing Zack back here at Manticore, strapped down and tortured…

Tinga. Brin. Ben, lying in that forest… "Max?" he asked, seeing her for the first time in ten years,
standing in a little church in Seattle. His face filled her mind's eye, only he looked different now. They
weren't standing in a church, they were in her cell. And the man she was with, who looked so much like
Ben, was speaking her name in a totally different tone…


He pulled her into his arms, kissing the side of her neck, and filled her with longing…

Max's eyes flew open.

"Oh, my God."

She sat up in bed. Then she lay back down again, hurrying to pull the blankets on her cot up around her
naked body.

"Oh, my God…"

494. That was the man holding her in her dreams, not Ben. 494…Alec. She had named him Alec, hadn't
she? As in "smart alec." She'd given him his name when…

"Oh, no…" Max mumbled, sitting up once again. She let her head sink into her hands.

She'd slept with him. She'd *slept* with him. He'd come in here telling her he was her "breeding
partner", and she'd been hell-bent on showing him what she thought of that idea. But instead she'd ended
up sleeping with him.

Her brother's twin. Manticore-made, through and through.

Max groaned.

What the hell had she done?

She wasn't sure if she should cry or be sick or just be really, really angry – at him or herself or just
Manticore in general, she wasn't sure. Maybe all of the above. She'd realized some time last night that
Alec hadn't meant her any offense by coming to her. As far as he knew, he was just carrying out orders,
and having spent his entire life in Manticore he'd had no idea why those orders might be considered wrong.
And it wasn't as though Max had anyone waiting back home for her who might see her giving in to Alec as
a sort of betrayal. Despite what Renfro believed, she didn't have that kind of relationship with anyone, not
even Logan, to whom she would admit she was very close. But not close like a lover.

The problem was, Max saw last night with Alec as a betrayal to herself. She'd basically slept with the
enemy. She didn't even know him; probably didn't want to know him. Certainly couldn't trust him.
Despite a few unfortunate incidents, brought on by one of her heat cycles, Max didn't condone casual sex.

But she'd had sex with Alec. After being alone so long, and enduring so much, Max hadn't realized how
desperate she'd become to escape her loneliness and her pain. She hadn't realized, that is, until Alec was
right there with her, gorgeous and persistent and so alive… Up until he'd visited her last night, the only
company Max had had in her cell was the ghosts of her dead brothers and sisters; the agonizing thoughts of
Zack and where he was and what was happening to him. She'd desperately needed to escape all that, and
she had, for one night, by making love with Alec. For a night of escape, she'd lost another battle between
her passionate nature and her moral standards.

And Manticore had won. It wanted its soldiers to copulate; to produce a new generation of science
experiments and guns-for-hire. She and Alec hadn't used any type of protection. That would have
defeated the purpose of his mission. And she'd felt it when he'd…

"Oh, no!" Max repeated, this time, her voice cracking just a little.

Manticore may very well have won. She may very well be pregnant. Right now, she might be pregnant.
With a baby. With *Alec's* baby. A baby by Alec. X5 494, who would, no doubt, see a pregnancy as the
logical conclusion of his assignment as her breeding partner, and would have no qualms, whatsoever, about
bringing a child, their child, into a life just like the ones they had lived here at Manticore.

It wouldn't bother him to have his offspring raised by strangers – doctors and soldiers – but it would bother
Max. Jesus, it would destroy Max. If she had a baby, there was no way she could let those butchers put it
through what she'd been through. No way she would let them take her baby away from her the way…

'Stop it, Max!'

She was getting herself upset; panicking for no reason. Max sat very still and tried to calm her breathing.
She had to think about this.

'You don't know that you're pregnant yet,' she reminded herself. It was just the one time. Well…two
times, Max remembered, blushing with mortification. Damn it, if only she and Alec didn't have so much

But it was only the one night, and she wasn't in a heat cycle, fortunately. X5s are most fertile during their
heat cycles, so it was a good thing she hadn't been in one. Although, granted, if she had, that would make
this morning after a lot easier to bear. If she'd been in heat, she could blame last night on hormones. Now
she had no one to blame but herself…

Then Max heard a sound in the hallway…

The guard!


Max looked around her for her clothes, but knew she wouldn't find them in serviceable order. In the heat
of the moment, Alec had literally ripped her shirt off of her last night, and her pants had been torn, as well.

Max frowned at the irrepressible shiver of excitement that ran through her when she remembered Alec's
haste to undress her; the look in his eyes when they were finally lying naked together…

She cursed herself in seven different directions. Pathetic! Fucking pathetic. Even after making what was
probably the worst mistake in her life, Max still wanted him. She'd just met him, and she couldn't think
about him without wanting him. She was horrid.

She was also on the verge of panic. What was she going to do?

She found her clothing…or what remained of it…folded neatly beneath her cot. Compliments of 494, she
imagined. If only he could have left her a new outfit. But why would that concern him? They were
strangers, after all, she reminded herself, mercilessly realistic. What did he care if she had to explain to the
guard, in the morning, why she had no clothing? What did he care if this was, probably, the single most
humiliating moment of her life? The guard on duty today was the same who'd let Alec in last night. He'd
take one look at those clothes and know what happened.

Max heard the latch to her cell door sliding open, and she stood, still holding the blanket around her.

'Think, Max, think!' she commanded herself, but there was no way out of this.

She looked from the clothes, to the door, to the clothes…

Then the door slid open…and Alec walked in, closing the cell door behind him.

'What the hell are you doing?' 494…Alec…asked himself, for probably the dozenth time that morning.

It wasn't that he wondered, so much, about why he was procuring the clothes for 452 – he knew that. He
was the one who tore her other set, a fact with which he was extremely uncomfortable. And even if he
hadn't, he was the reason they'd gotten torn. He couldn't leave her in the situation of facing the guard in
the morning, having to explain why she didn't have anything to wear. As amusing as that conversation
would have to be. He wasn't mean. There were plenty who accused him of not giving a damn about
anyone but himself – and he liked it that way. He didn't give a damn about anyone but himself. But he
didn't want to cause trouble, either. And he was never purposefully mean.

So, of course he would get 452…Max…another set of clothing. He had the means. But he wondered why
he was going to deliver them himself. He could send the clothing with a guard; the guard would be discreet
and respectful if Alec told him to be. The guards around here would dance on their ears if Alec told them
to. He'd worked hard to secure that position. But Alec wasn't going to send a guard to Max's cell. He
was going himself.


There was no need to see 452 this morning. He'd see her again, soon enough, at lights out. And he'd
already had to sneak into the surveillance system once, to modify tapes taken from the hallways and the
barracks last night. He'd spent a lot longer in Max's cell than he was authorized to do. And he wasn't
supposed to be heading back to her cell now. It had taken him a lot of trouble, not only to cover for last
night's indulgences, but also to see her this morning. Why was he going through all this trouble?

"Asshole," he muttered to himself, a few feet away from the guard's station in Max's cellblock.

He knew why he was going through all this trouble, but he didn't like to admit it. He wanted to talk to her

Yeah, he wanted to apologize. Well, first he wanted to make sure there wasn't anything he needed to
apologize for. And he hoped there wasn't. But if there was…

494 frowned in irritation. He felt guilty for the way he'd lost control last night, and more than a little
disturbed. To tell the truth, he was terrified. He had a huge fear of losing control. Had ever since he'd
learned about his twin's out of control tendencies. He'd been terrified that he would become what 493 had
been. He'd never admit to such emotion, of course, had no idea it existed, but it was there, deep in his
subconscious. He felt badly for something he had done. He hated when he felt like that. Which, okay,
granted, was virtually never. But he felt that way now, and he hated it. In their short acquaintance, 452
was quickly ruining 494's much-prided devil-may-care attitude.

She made him feel.

Which was an amazing thing, and he wasn't above giving her credit for it. Not that he was in the position
of considering this a positive, or even a permanent, thing. But he would give her credit for it. Last night
she'd made him feel passion he'd never felt before. He was anxious to feel it again. Any reticence he'd
had about their pairing before, was now completely gone. And even the considerable concern he felt over
his lack of restraint during their time together couldn't keep 494 from wanting to explore his reaction to
452 further.

She'd made him feel. She'd made him feel passion and connection. And now she made him feel guilt.

She was totally going to blow his image if he wasn't careful.

Good thing he was always careful.

Well…almost always.

494 reached the guard's station, and the man on duty sat up straighter in his chair.

"Four," the man greeted, with a polite yet impersonal smile. There were a select few around the institution
who 494 allowed to use a shortened version of his designation, though only in private. He wasn't sure why
they felt the need to do this; he supposed it must come from the same compulsion that had led Max to give
him a "name". But, as he had done with Max, he had decided there would be no harm in humoring his
acquaintances. Just as long as they remembered to refer to him with the proper amount of respect in mixed

"Steve," 494 replied. "Remember our agreement?"

The guard nodded. "Oh, yeah, sure. Go right ahead."

He tossed 494 the pass to Max's cell, and 494 had to keep himself from rolling his eyes. If only the
director realized how lax the security was around this place… If he'd wanted to, Alec could probably shut
the whole base down single-handedly. He had all the right connections; knew all the right passes and
bypasses. If he'd wanted to, Alec supposed he could also take it upon himself to fix the situation. Tell the
director about the things that went on behind her back, and offer to clean house. As it were, the present,
flawed system worked way too much to Alec's advantage for him to want to pursue either course of action.

494 merely held the pass up and nodded his appreciation.

"Thanks," he told the human before heading for Max's cell.

He found her standing by her cot, wrapped in a blanket. Funny, he would almost call the sight of

If he wasn't so irritated with himself. The reaction his body gave to the realization that 452 wasn't wearing
anything underneath that blanket was decidedly unprofessional.

'Get a grip, soldier,' he ordered himself crossly.

Which only reminded himself again why he'd come here. To apologize. To see if he'd…hurt 452, and to
apologize if he had.

"Alec?" Max asked, clearly surprised that he was there. Alec supposed she should be. He was still a little
surprised, himself, that he was there.

He held up the clothes he'd been carrying under his arm: another t-shirt, and a pair of fatigues.

"Thought you could use these," he told her, dissatisfied with how awkward his tone sounded. What the hell
was he? A soldier? Or some shy, wimpy school kid?

Meanwhile, Max just stared at him. Was he…being nice to her?

Alec tossed the clothes to Max, throwing them a little too hard in his irritation at himself. Max caught them
without dropping the blanket she was using to cover herself, and Alec's irritation increased as he realized
how absurdly disappointed he was with this fact…

With a quirk of an eyebrow, and a cross of the arms, Alec plastered on a cocky smile to cover up his
thoughts. "Sleep well?" he asked.

Max's eyes narrowed as she glared at him.

"Oh, I get it. You came to gloat." She'd wondered about that. And here she'd thought that maybe there
was some shred of decency in him after all…

494 blinked.

"About what?" he asked, genuinely unknowing. But Max thought his innocent expression was faked.

She just snorted. And waited.

And waited.

"Uh…okay, thanks," she finally told him, resisting the urge to tap her bare foot. Alec was still standing
there. Why the hell was he still just standing there? As if she didn't already feel awkward enough about
him, he had to stand there with her completely naked under her blanket, probably having no idea what
being near to him was doing to her resolve…

Didn't he have anything to do? Drills to run, exercises to do, people to kill…

"No problem," he told her. But he didn't move. Finally, he gave her a look.

"What are you waiting for?" he asked.

Why the hell wouldn't she just get dressed already? There was no way he could talk to her when she was
standing there like that.

Max gawked at him.

"What am I waiting for? I'm waiting for you to leave!"


"Why? So I can get dressed, Sherlock."

494 frowned. There were certain terms from his Com class he didn't remember. Sherlock…wasn't that
some kind of leaf? No, he was thinking of Hemlock. But he only knew that because he knew his

Never mind.

"So get dressed already," he told her.

"I'm not dressing in front of you!"

494 rolled his eyes, mostly just to give them a reason to roam. He had suddenly realized what had put him
so on edge the second he'd walked into the cell. Her scent. It was like it permeated the room. He was
intensely aware of it now that they'd copulated.

"I've already seen you naked," he reminded her. Which was a mistake. Like either of them needed to be
reminded of that.

Max didn't budge.

"I said, I'm not dressing in front of you," she repeated slowly.

494 sighed.

"Fine." He turned around.

Max eyed him warily. "What are you doing?"

"Letting you get dressed," he said, raising his hands in submission. "I've got to talk to you, and I'm not
leaving till I do. So hurry up and dress before I stop being so noble."

Max wadded up the blanket and threw it at the back of his head. But she took his advice and dressed

494 listened to the sound of Max dressing with something akin to actual physical pain. That's it. After
this, he was signing himself up for another tour of Psy. Obs. Something was seriously wrong if he couldn't
even be in the same room as her as she dressed without getting anxious.

When Max was finished he turned.

"Noble isn't exactly the term I'd use for you," Max quipped, hands on hips. Feeling much better now that
she was clothed.

Alec smirked, but inwardly he felt a small pang at her words. Was she talking about last night? Had he
been right about his behavior? 'Focus, soldier,' he told himself. No use jumping to conclusions.

"Yeah, I can imagine some of the terms you'd use for me. I took Com and Verbal Usage when I got
clearance for my solo missions."

"You mean your assassinations," Max replied stiffly. 494 quirked a brow and sat down on her cot.

"It's my job. If you want to bust my chops about it, go ahead."

Max didn't respond to that, but in the silence that followed she was becoming uncomfortable. What the
hell did he have to talk about, anyway? Why the hell couldn't she look him in the eye?

Frowning, Max realized what she was thinking, and made herself look at 494. Damn! He was still
gorgeous. Maybe she shouldn't have looked.

Perching carefully on the far other end of the cot, Max kept her neutral expression firmly in place and
raised one eyebrow.

"So, you said you wanted to talk. Talk."

494 ground his teeth. Okay, here goes.

"I just wanted to…" With a sigh, 494 massaged the back of his neck with one hand. What the hell was he
doing here?

Max waited patiently. "Wanted to what?"

494 released the breath he was holding and just came out and said it. "I wanted to apologize."

Max's face filled with surprise, and 494 frowned.

"I wanted to apologize for last night. For if I…I know I…" Hmm. He'd never apologized before. This
was harder than he'd thought.

Max crossed her arms over her chest. "For coming in here and strong-arming me into having sex with
you?" she offered. Which wasn't entirely the truth, as she knew all too well. But she couldn't resist
needling the guy.

Alec looked over at her in surprise. "Hey, that's not how I remember it," he said in his defense.

"Then why are you apologizing?"

Alec blinked. "You…I…" Finally he cussed. "Do you have to make everything difficult?" he accused.

Max resisted the urge to smile. She rolled her eyes instead. See how he liked it.

"Fine, you want to apologize, then apologize already so you can get out of here," she told him.

Alec looked heavenward. A gesture he'd picked up on one of his solo assignments on the outside. Odd, he
knew, since he didn't believe in anything as fanciful as a "heaven".

"I just wanted to ask if you…were okay." When he saw that Max didn't understand what he meant, he
clarified, speaking softly. Max could see the subject truly did bother him. "Did I…hurt you?" he asked

Max just stared at him, trying to tell if he was joking or not. He looked serious.

"I'll survive," she answered vaguely, not knowing exactly where he was going with this. But despite
herself, she regretted her words when she saw 494's eyes flicker with something. What was that? Worry?

"Shit, I knew it!" he cussed under his breath, standing up.

Max would have laughed if the display didn't discomfort her so much.

"Hey, calm down," she told him. "It's okay." She suddenly reminded herself that all of this really wasn't
the guy's fault. Yeah, he was a little too cocky… Okay, so he could be a real ass without even trying. But
he'd been raised in Manticore, after all. And he *was* trying to be nice.

"I'm sorry…" he was saying to her, running fingers through his hair. "I shouldn't have lost control like
that. I don't know what came over me…"

494's eyes fell on the shredded clothing lying under Max's cot. His jaw clenched.

"I'll report myself to the director. You can request another breeding partner."

The prospect didn't please him. The six months he'd spent in psy.obs. had scarred him, and he dreaded
going back there. But such an inexplicable loss of control like that…he'd been totally unprofessional. He
could have jeopardized the mission. What if he'd seriously hurt her?

The thought of hurting 452 was somehow more unsettling than just in the way that doing such would be at
odds with the objective of his mission. 494 didn't understand why this was, anymore than he understood
why the thought of pairing Max with someone else irritated him so badly. But he pushed these thoughts
away. He was hardly the analytical type.

Now Max stood, too.

"Whoa. I said it was okay," she told him. "You didn't hurt me, alright? Why are you getting so upset?"

Then she wondered why she said this. He was offering her a way out, after all. She could get a different
breeding partner. One not nearly so tempting…

Finally, Max's words seemed to break through whatever it was that 494 had slipped into.

"I didn't hurt you?"

Max raised a brow and smiled. "I'm not made of glass, you know."

His reaction really puzzled her. Yes, he'd been more than she was used to last night. But no more so than
she'd wanted. She'd never made love with one of her own kind before. Sex with Alec had been more
intense than any experience she could remember, even those had during a heat cycle. She didn't know if
that were normal. She was certain no human female could have walked away, literally, from last night
without some broken bones, or worse. But she'd known 494 wasn't purposefully trying to hurt her.

In fact, she hadn't realized this was a concern. As she remembered it, she'd been the one to lose all

If Max were honest with herself, she'd admit that the thought that she'd unsettled Alec just as much as he
had her, made her heart beat faster. But she wasn't ready for that kind of honesty.

And she was suddenly very aware of how close she was standing to the man who'd made love to her only
hours before.

Max had placed a hand on Alec's shoulder as she spoke to him. Now she began to pull back, but Alec
stopped her, grabbing her wrist.

"What's that?" he suddenly asked, his eyes focusing on something peeking out from beneath her shirt


Then Max remembered. The bite Alec had given her last night. She flushed with the memory. She still
felt tender where his teeth had sunk into her flesh, but it didn't really hurt. At the time, she and Alec had
both been so caught up in the moment, the primitive pleasure of being marked by her mate had eclipsed any
pain Max might have felt. And it had only bled for a moment.

"Nothing," she told him, not wanting to pursue this subject any further. When had it gotten so hot in here?
She could feel Alec's hand on hers with each and every nerve ending.

"No, let me see."

Alec reached over, and moved her collar further to the side, ignoring Max's protest.

Then Alec's eyes widened a little, as he saw the small, red mark on Max's shoulder, and remembered
having given it to her. It suddenly came back to him: the feel of her hands on him, the coppery taste of her
blood on his lips, the thrill that went down his spine when he heard her moan, with pleasure, in his ear at
the things he was doing to her…

"I bit you," he said.

494 searched for the guilt he'd felt earlier that morning, thinking he might have hurt 452. He wondered if
he should feel foolish for having let his own pursuit of pleasure take precedence over his professionalism.
But, oddly, he felt neither of those things. Something about seeing a mark on Max's body, one he'd put

Alec understood the base instincts that inspired the primitive pride brought on by having "marked" his
mate. He was only surprised, and curious, to find such a simply human reaction within himself. And to
this woman; the traitor to whom he'd been assigned because the director hadn't thought anyone else could
handle her.

Alec trailed a finger over the mark on Max's shoulder, his eyes darkening with desire as he did. They were
both suddenly very quiet, the sound of their breathing unnaturally loud. Out of the corner of his eye, he
saw Max's tongue peek out to lick her lips, and his body reacted to the sight. His eyes went to her mouth,
then rose to capture her gaze. He left his hand where it was.

And he suddenly realized that Max had been about to take a step away from him. He took one step closer
to her.

"That's going to leave a scar," he stated, matter-of-factly.

Max shrugged, but the gesture only served to remind her that Alec's hand was still touching her skin, and a
small charge went through her.

"I've got others," she told him, trying to dissolve the tension that had suddenly filled the atmosphere with a
casual attitude.

But it was hard to remain casual when Alec took another step closer to her. Max suddenly picked up his
scent: soap and leather and something totally him.

"Sorry," Alec lied, his mouth a mere inch away from her ear.

He suddenly felt foolish for his earlier concerns. He'd come back to Max's cell to apologize…and now all
he wanted to do was the same thing for which he'd been trying to apologize.

"No problem," Max mumbled, but her eyes were trapped in Alec's now. She didn't bother trying to look
away. They were both entranced.

"If it makes you feel any better…"

Alec suddenly pulled Max against him, and before she knew what he was doing, he untucked his shirt from
his waistband and slipped Max's hand underneath, so that she was touching the skin of his back. Max's
eyes widened when she felt the four, long welts that started at Alec's shoulder blades, and disappeared
beneath the waistband of his fatigues. Fingernail scratches…from her fingernails.

Without realizing what she was doing, Max found her other hand slipping around Alec's waist, and running
up his back, as well. Feeling the marks she'd left there.

"You marked me, too," he told her, his voice hardly more than a whisper, and as everything else about him,
irresistibly seductive. He was giving her the same, hungry look he'd given her last night, and he was so
close… She could feel his breath against her cheek. Max turned her face to Alec's, bringing their mouths
even closer to one another. Her eyes went to his lips, wondering if he was going to kiss her again.
Forgetting that she didn't want him to…

Alec leaned in closer, never taking his eyes from hers…

Then a knock at the door shattered the moment.

Alec and Max turned as one to see the guard on duty standing at the grate in the cell door.

"Four…the director wants everyone to fall out and report at 0600…" he reminded the X5.

Max took a step back from Alec, but 494 didn't seem to mind having been caught in their embrace. What
was the point of covering for themselves now? It was common knowledge they were breeding partners.
And Steve had seen them together, her hands under his shirt, one of his on her hip, the other on her
shoulder…their eyes locked…

To his credit, however, and his fine sense of self-preservation, the guard mentioned none of this. He kept
his eyes just over 494's shoulder, hoping he hadn't made a mistake by addressing him informally in the
prisoner's presence.

Not that the two of them looked particularly formal…

"…sir," he added, as an afterthought.

Alec gave him an amused look, and threw another in Max's direction. She wasn't looking at him, and she
looked distinctly uncomfortable with an audience.

"I'll be there," Alec told the guard, his eyes still on Max. Steve nodded and walked away.

Finally, Max looked back up at him.

"See you tonight, 452," he told her, looking as casual as though nothing had been about to happen between
them, and leaving with a smile.

The look on Max's face as he said this, kept him smiling all the way out of the building.

A/N: Okay, what do you think? I'll only keep working on this after I've got some sufficient input. How is
my characterization? What do you think of how Alec and Max's relationship is beginning? I wanted to
make this gradual, since I assume it will take Alec a while to get a grasp on the concept of a "relationship"
as we know it, having spent his life in Manticore. I didn't want to rush things, but I wanted some reason
for them to be drawn together. Right now that reason is chemistry. I'll have them build on that. What do you think? Please let me
know, but be nice!