DISCLAIMER: Several of the dialogue came from the Dark Angel episode "BRAINIAC" which belongs to Fox and Cameron/Eglee. Oh, and Dark Angel does, too.

A/N Summary: Here's a quick snippet about why Brain didn't predict Alec's behavior in "Brainiac" and what else he could have said to Max about "our loveable X5 rogue". If I were one of the writers in DA for Season 2, I would have set up the Max-Alec romance this way…or at least, this is one way I could have done it! LOL. I mean, they did have justifiable reasons to hate each other in the beginning. But heuristically speaking, they had a future.

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Max was sitting in Logan's office, impatiently clicking away through several S1W files. She heard the rustling, clicking and beeping noises behind her as Brain played around with Logan's system.

"You're right about the S1W. One of them's gotta be a police informant." She said, looking over her shoulder at the large X-series. Brain was still tweaking with Logan's camera, occasionally snapping photos of himself. "I mean, they free political prisoners, play Robin Hood, even get fingered for taking down Manticore, and the cops leave 'em alone. Then they attack police corruption head-on and get nailed."

She turned around fully, only to see that Brain was still messing with Logan's babies. She reached over and hit him upside the head with a satisfying smack. Similar to what she usually did with Alec. "Would you pay attention?" she sighed impatiently. Were X-series always this attention deficit? No wonder Manticore had them in a lock down. she thought humorlessly.

"I am," Brain protested.

Max glared at him and cocked an eyebrow. "What did I just say?"

Brain just shrugged. "You were wondering, if anything, is going on between blondie and you-know-who." He said this so matter-of-factly, that Max could only blink in mild surprise.

Okay, so it was true. She was wondering whether something was going down between Asha and Alec. It made her frown slightly to think about how Alec had "offered" his number to the girl, and how he had swooped down S1W headquarters as soon as he heard of their arrest.

Her dark brown eyes slid suspiciously over to Brain. She was disconcerted by the idea that he could practically read her thoughts with all this heuristics dealio of his. Shoving all thoughts of Alec and heuristics aside, she reached over and switched off the computer and video camera he was playing with. "Let's just stick with who's the informant." She said abruptly.

Brain gave her a long-suffering look. "I don't know who." He whined.

Max turned around to face her computer screen. "Well, I pulled up the arrest report from the police database, so just…" she waved her hand vaguely at the picture. "…do your thing."

Brain leaned closer towards her and squinted at the screen. She clicked on the mug shot of the S1W member that had gotten shot earlier.

"Okay, well that's the guy that got shot, so we know it's not him...unless that's what we're supposed to think, and it is him." speculated Brain.

Max just threw him a skeptical look and shrugged. "All right, on this next one, could you be a little more—what was it?—heuristic." She opened Asha's file and magnified the blond girl's picture. She felt a flash of irritation at the girl. What did both Logan and Alec see in her anyway?

Brain stared at Asha's picture and Max resisted the urge to roll her eyes. Don't tell me he's got something for her, too.

"Ooh…Yeah," said Brain, as if he just had a premonition—or a heuristic moment. "She's gonna be a lot heavier than I am when she's thirty. Ninety-three percent certainty."

Max snickered. At least, here was one guy who didn't seem to fall for those baby blue eyes. She shook herself a bit to get back to the business at hand. Asha may be encroaching on her relationship with Logan—and Alec, whispered an unbidden voice that she habitually squashed—but she was still fighting the good fight. "Did she turn them in?"

Brain shrugged. "No idea."

Max shook her head and returned her attention to the screen. She clicked on another picture. "Okay then. This guy, what about him?"

They went through the entire police database on the S1W members and Brain only had one answer for each one: "No idea."

Max was getting frustrated. "So what you're saying is…none of them did it?"

Brain detected the waves of frustration radiating off of Max, arousing his own frustration as well. "Maybe all of them did it. Or maybe not. Look, I'm not optimized for this!" he cried out, his voice rising to a near-wail.

Immediately, Max softened her attitude towards him. Nothing like a chap in distress to stir Max's nurturing nature. "It's okay," she said softly, reaching out to pat him kindly on the arm.

"We're finally together, and I'm letting you down." he sighed heavily. His shoulders slumped and he raised large sad eyes at her. Max just frowned, puzzled.

"You don't remember me at all, do you? From back at Manticore?"

She shook her head. Despite her near-flawless eidetic memory, Max couldn't find a place Brain occupied in her memory. If she tried hard enough, maybe she could dig up a memory of him, but she didn't really want to delve into Manticore moments.

"That's all right," he sighed. "I'm designed to be forgettable." His voice held such loneliness that Max felt almost sorry that she couldn't remember him.

Brain looked adoringly at her as he continued talking. "But I remember you, with your short hair, and your cammies, and--and you could blur and everything. I used to watch you and your friends running around, just having a blast." He said this with so much longing that Max felt compelled to point out that while they could blur and everything, it wasn't meant for them to have fun.

"It was no blast. Believe me."

Brain looked unconvinced but smiled sadly at her. "When you broke out, leaving the rest of us behind...I thought I was gonna die, I missed you so much."

Max lifted a brow at the strange turn the conversation was taking. She was starting to feel a little uncomfortable from the undiluted adoration she wasn't too keen on basking in. "Look, Brain, we didn't know each other." She pointed out firmly.

He shook his head. "I knew you." He said with utter conviction. "They fed us data on all the X5's to predict battle behavior, and I stayed after every day, learning everything there was to know about you. I knew you."

Well, this was worse than having the everyday variety stalker. It was more like having a stalker invented specifically for her. She kept the exasperation out of her voice as she said, "That data they fed you--it wasn't me."

"I knew you'd come back to Manticore, and you did. I knew you'd get involved the second S1W got into trouble. That's why I'm here." He pointed out.

"What do you mean, that's why you're here?" she asked, trying to keep the irritation out of her voice. He really believed in all of his heuristic powers, and she didn't want to crush his ego.

"I know you better than anyone, Max. And I would do anything for you." He declared.

Max blinked to dispel the creepy-crawly feeling she was getting from his ardent declarations of love and adoration. She placed her biker-gloved hand on his cropped head. She leaned closer to him and watched as his eyes grew wider with some animated emotion. "What I really need you to do is tell me who the informant is. Okay?"

She turned away from him to refocus on the computer screen. She heard him sigh heavily, "Aw!"

Max looked over her shoulder at him. "What?"

He smiled sheepishly at her. "There was a .05 percent chance that you were gonna lean over and kiss me right then. I was just...hoping." He admitted sheepishly.

Max couldn't really stay creeped-out, frustrated or angry at him. He was too vulnerable and innocent and naïve. She chuckled and shook her head, but her smile was open and engaging.

Brain saw that she was only amused by his reply. Oh well. It had been worth a try. "Okay." He breathed, accepting that Max hadn't fallen for the forty-five percent chance of running away from him after his declaration.

Max turned her attention back to the screen and realized that they had gone through all the S1W without success. She stood up and nodded to the door. "Let's go."

They were walking towards the elevator when a thought occurred to Max. She glanced sideways at Brain, who was happily walking beside her. "If you know so much about us, X5's, how come you didn't predict that Alec would be tagging along with me?"

Brain shrugged unconcerned by her skepticism. "I'm not infallible. Besides, 494 had always been a rogue. Unpredictable battle behavior and all."

Max paused in her walking to face Brain fully. "What do you mean?"

"494 was one of the best soldiers. Always got his missions accomplished, but he had often, in one form or another, deviated from protocol in accomplishing those missions. 494 was always one to take a more creative approach. He had once been evaluated as having a 78 percent chance of going rogue. But Manticore took care of that."

Max looked expectantly at Brain to continue his explanation. He noted her extreme interest in 494 and catalogued it into his neural processor of a brain. "PsyOps," he explained flatly. "Either way, 494 always got the job done, preferably with little or no casualties. Mission status prior to the Berrisford Agenda was one hundred over one hundred." Droned out Brain, spitting meaningless data from memory, like a computer.

"What happened with the Berrisford Agenda?" she asked.

Brain was quiet for a long time. As a Battle Processor, he had been fed the data on the Berrisford fiasco, but he was somehow adamant about telling Max this piece of information. It had been a very sensitive issue with Manticore, and somehow speaking about it was like spilling secrets that weren't even his to keep. "The battle processors predicted a 97 percent success scenario. But like I said, 494 was unpredictable. It became clear that he wasn't optimized for the situation and setting. He failed."

"And?"

"Max, why are you so interested in 494?" whined Brain.

"I'm not." She denied hotly, turning around and punching the 'down' button of the elevator. "And his name's Alec, now."

Brain scratched his head. "Y'know, there was a 96 percent certainty that he was going to be picked to be your Breeding Partner. Did he?"

Max's brows shot up in surprise. "Yeah. How'd you know?"

"Genetic compatibility is 99.04 percent. Temperamental compatibility is 90.69 percent. Physical attraction is at 95.9 percent certain. He is 46 percent stronger than you are physically, enough to subdue when necessary. He was also determined be able to withstand any '09-er' influence with a 93 percent success." he enumerated.

Max smiled humorlessly. "All that went into picking the perfect man for me? How sweet." She said sarcastically, but her insides were churning as her relationship with Alec was broken down into numbers. They were very good numbers, too, but not for her peace of mind.

"I didn't tell Manticore this because I didn't want you to get into trouble," said Brain, as he looked sadly at her. "But there was a 15 percent certainty that you two would not follow mission parameters and copulate."

"Got that right." Max snorted as they walked into the elevator. "What'd your heuristics say 'bout that?"

"It was highly unlikely for you to succumb to Manticore orders. It was even more unlikely that 494 would…force…himself on you. Unpredictable behavioral patterns." He explained. Then he sighed heavily. "However, after processing the events of the last two days, the chances of copulation have risen from 85 percent to close to 96.33 percent."

"What!" she cried. "No way!" Max didn't understand the sudden panic that blossomed in her at the idea of a 96.33 percent certainty of sex with Alec.

Brain shrugged, completely secure in his neural processors' abilities to perform heuristics. "I'm just saying."

"There's Logan and Asha, and the fact that I hate him…" she pointed out. "It's more like impossible."

"Yeah…about that," sighed Brain, patting Max slightly in the arm. "You and Logan—the chances are not favorable."

Max couldn't keep her curiosity to herself. She waited for him to continue, and tapped her foot impatiently when he didn't. "Well? What are our chances?"

Brain scratched his head uncomfortably. "Zero percent due to the virus."

"Aargh!" she cried in frustration. "Like I didn't know that already."

"Well, you did ask," he pointed out.

"Yeah, but I thought you'd have a better answer. With your heuristic powers and all." She said dryly with a roll of her eyes.

"It's just probability and ratios." He shrugged noncommittally. "That's what the numbers say. It's not magic, y'know."

They were now walking out of Logan's apartment building towards Max's motorcycle. She looked at Brain, her brow furrowed. "Why am I now 96.33 percent likely to have sex with Alec?"

"You're already compatible on several levels. The numbers jumped from sheer proximity."

Max chewed on her lower lip for a second. She wouldn't deny that she was attracted to Alec. But she also wouldn't deny that she thought he was, on an overall scale of morality, pretty despicable. At least if she was chemically attracted to him, she was morally repulsed by him. Shouldn't that at least account for more than 3 percent of unlikelihood for sex? "Brain, are you saying that if I stay away from him, that our chances of not having sex improve?"

Brain sighed. "Max, would it be better if I said that there was a 48 percent chance of you guys killing each other before you even get to copulate? That alone would lower the chance of copulation to 70.13 percent. Okay?"

Max smiled brightly at Brain. "Yeah, much better."

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Brain stared at Max, an unreadable expression on his face. "How do I look?" he asked.

Max cocked her head to the side, trying to read his grim expression. "What do you mean?"

"How do I look?" he persisted.

A sense of foreboding seeped into Max's heart. Something was wrong, but she could put her finger on it. "Is there something you're not telling me? Something that's gonna happen?" she demanded.

But Brain just stared at her, his eyes begging for an answer to his question. Max took a deep breath and shrugged off the worry. Whatever it was, she could deal with it. She stared intently at the man in front of her. She had seen him, yes, but in a see-right-through-him kind of way. Like looking at him through a hazy fog. She'd noted that he was overweight, had cropped hair, had some acne and crooked teeth. But she'd never really looked at him as a whole person.

Now that she did, she was struck by a realization and was awed. She smiled at him, showing through her expression, that she was finally seeing him the way he was meant to be seen. "Well...I never actually noticed before, but...kind of...magnificent."

Brain exhaled loudly, as if he had been waiting for that all of his life. He smiled sadly at her and limped away on his twisted ankle.

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Max was sitting quietly in the dark, immersing herself in the buzz of the noise created by all of Brain's TV's.

Another person had died for her today. That made Ben, Zack, and now Brain. Three. What were the chances of that? One hundred percent. Who would be next?

Logan? Alec? Either way, she was afraid to find out. She wondered at the type of life Brain must have led: to know the certainty of how things could happen without having the power to do anything about it. Sometimes, it was better just not knowing. Ignorance is bliss, so the saying went.

Suddenly, all the screens flickered to reveal a cut-out of Logan's blue eyes, staring intently at its audience. Do not attempt to adjust your set. This is a streaming freedom video bulletin. The cable hack will last exactly sixty seconds. It cannot be traced, it cannot be stopped, and it is the only free voice left in this city.

Max was so deep in thought that she didn't hear Alec saunter in. "I don't know how he stood it. All that noise, I mean." He said, picking up the remote controls and turning off all of the sets save for one.

"All around us, the battle rages--a battle between good and evil in the fight for men's souls. There are victories and defeats, and over the years the two sides have..."

Max glanced sharply up at Alec, Brain's voice breaking into her thoughts. You're already compatible on several levels. The numbers jumped from sheer proximity. Max knew that it wasn't a good idea to be so near Alec all the time. She narrowed her eyes angrily at him. "Why are you here?" she asked curtly.

"Never a welcoming word with you, is there, Max?" he sighed.

She didn't take the bait of his banter like she usually did. She just looked at him coldly. "Well?"

Before Alec could reply, a man approached the door, pushing a dolly. Alec gestured for him to wait at the door. Max just continued to stare at the single flickering screen, listening to Eyes Only drone on: "The courageous among us do not give up…"

Alec stood next to Max, shoving his hands deep into his pants pockets. He glanced down at her distant and sad face. "Maybe, uh…maybe I wanted to come by and make sure you were okay. Did you ever think of that?" he asked, venturing into unknown territory in his "relationship" with Max. It was a half-truth. He had wondered why she was at Brain's apartment, and he did hope that she was okay. But he had initially arrived at the place to check it out.

She didn't answer him, but gave him a mysterious sideways glance. He didn't know whether she accepted his answer or not. So he stared forward and pretended to listen to Logan. A picture of Brain suddenly filled the screen.

The courageous among us are called more often than others to sacrifice. A great and fearless warrior in this battle died today... a citizen called by his conscience and his heart to do what is difficult...

"Great and fearless warrior?" he intoned with disbelief. Alec smirked at Logan's little speech. What did he know about battles and courage? It wasn't so much that Brain hadn't deserved to be called such, but Logan was laying it on too thick.

"It doesn't matter what they say. I just want people to see him." whispered Max, her voice quivering slightly. Alec wanted to comfort Max, but knew that it wouldn't be welcome. But he shifted to stand closer to her anyway.

"Overlooked in his lifetime by all of us…"

Max looked at Alec in irritation as he stood closer, his arm almost touching hers. Brain had just died, and here he was scoffing at his tribute. She took comfort in knowing that he was again showing how morally reprehensible he really was. "Why are you here?" she asked again, her voice sharper.

"…I ask that you look at him now…"

"Like I said," he shrugged. But he looked over his shoulder and Max's eyes followed. She eyed the man with the dolly suspiciously before transferring her accusing gaze back on Alec. Her lips twisted in an angry sneer. Yep, she could always count on him to be morally bankrupt.

"You sold his TV's, didn't you?"

"...see him as he should be seen: in death a hero, as in life a friend…"

Alec shifted a little guiltily. "No, not all of them. I'm gonna keep one for myself."

"You're moving in?" she asked incredulously. It was then that she realized she never even knew where he'd been living these past few weeks. He'd just always been around. She remembered Brain's quip about proximity again and she shook her head. Now that she knew where he intended to live, it seemed so much worse.

Alec shrugged expansively. Then with a snap of his fingers, he motioned for the men with the dollies to come in and start taking the TV's. "Well, Max, it's not like he needs the place anymore."

Max closed her eyes in disconcertion. At least, he was still the callous jerk that she couldn't stand. They stared at Brain's picture on the last TV screen in silence. Alec blinked rapidly as something seemed to sink into him. "You know, I never really noticed, but...he's actually kind of magnificent."

Max swallowed hard, recognizing her own words and thoughts in Alec's statement. A tear rolled down her face, overwhelmed by emotion and the fact that he understood. "Yeah. He was." She whispered, secretly grateful to Alec for coming to the same conclusion about her friend.

If the day ever came that Alec stopped being such a shallow, obnoxious jerk, Max knew that her heart would be in trouble. Brain had whispered to her just before he died that when they got past that, it was 100 percent certain.

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A/N2: I thought it was a good set-up to allude to the Berrisford Agenda and speculate about a less-shallow Alec because if y'all remember, the episode after Brainiac was The Berrisford Agenda. I think that in TBA, Max was starting to lose her comfort zone around Alec when she realized there was more to him than the handsome obnoxious jerk that she had always classified him as. LOL! Please review and let me know what you thought.