A/N: Hey everyone! This is my first Max Ride fic, so go easy on me. It kinda just..came to me while I was in the car one day so I just started writing. I ended up finishing the first chapter and then finally figured out a plot. Plot developement starts next chapter though! And speaking of which, I'm half-way through Chapter two, so it should be up sometime later this week.

Please R & R!

Disclaimer: I don't own Maximum Ride or the characters, I just own the plot and SOF in hardcover. Maximum Ride belongs to JP. Not mine, never will be.

Oh, some clarification btw.

This is written in Max's P.O.V

Thoughts are in Italics.

the Voice speaks in bold, italics.


The pre-dawn air was still, eeriely so, and that alone was enough to cause me to be on guard. From my rather cozy spot on the ground, my eyes flickered this way and that. I was tense, all senses alert; watching for anything that could possibly be a threat to my flock, who were sound asleep and within my line of view. Every so often, an unexpected noise would cause my head to snap up and automatically do a 360 sweep of the area before the rational part of my mind takes over. Yes, I'm paranoid. Extremely so, and with good reason. It was my responsiblity as leader to protect the flock.

Meet the flock; a group of six mutant bird kids, with wings. There's me, Max. I'm fourteen, and the leader of our little "family." Then there's Fang, second-in-command, as well as my best friend. He's fourteen as well, though four months younger than me. Iggy is the third oldest, fourteen but six months younger; he's blind, but the best dang cook I know. He and his best friend, the Gasman, have a knack for building explosives, and getting in trouble. Gazzy, he's eight; he and Angel are the only true siblings in our flock. Nudge is eleven and she's never quiet, except when she's sleeping.

Angel is only six, but she's already over four feet tall; as we all are lean and taller than most people our ages. Lately her powers have been growing, at first she could just read minds; but in the past few weeks she began to gain other skills as well. Maybe it was something the whitecoats did to her when they captured her; but now she has been able to control people, with her mind; and we just recently discovered she can breathe underwater, and even talk to fish.

During our little escapade at the Institute in New York, Angel had found Total, a mutant talking dog, and thanks to Fang, he's now one of the flock as well.

Fang.

I still had some thinking to do about him. Ever since catching him with the Red-haired Wonder, my actions after that and a little unwanted advice from the Voice; I couldn't help questioning my feelings for him. I mean, I couldn't actually – like Fang, could I?

He's like a brother to me. . . He's also my best friend.

Sighing, I dropped my head into my hands and began to massage my temples lightly, I could already feel the headache coming on, just a regular headache, but painful none the less.

"You okay?" I looked up, startled, than made out Fang's dark form standing over me, a soft look of concern in his dark eyes.

I needed Fang. I don't know what I'd do if something happened to him. He is always there for me, ready to catch me if I fall – literally. I depended on him. And besides, he was the one researching an island we could all escape to.

I smiled at this thought and brought my gaze to meet his. The quick flash of relief in his eyes almost made my face flush. Almost.

"Yeah." I breathed out, releasing another soft sigh. He sat down beside me, his gaze distant, and a comfortable silence stretched between us.

It was barely dawn, and I had relieved Iggy from watch nearly two hours ago, and since then I was tense and alert, begging whatever powers in the sky above that my flock would be able to rest one night without having to fight for our lives, for once. And it had actually been a peaceful night, without Erasers crashing in on us.

Lost? Okay, I'll give you a brief glance at our lives; the six of us had escaped the dreaded School four years ago, when a man named Jeb had snatched us away from there and taken us to a secluded mountain home in Colorado. The School, located in Death Valley California, no less; is a lab, run by twisted, genetic scientists who grafted Avian DNA into us when we were only babies. As the story goes, we now have wings and are discovering new talents as the weeks pass by. And up until six months or so ago we had lived peacefully, without a threat of death around every corner. Call us paranoid, but wouldn't you be paranoid if there was a chance any person around could suddenly morph into an Eraser at any given time? Think so.

Well, I won't bore you with the small details but to cut a long story short; Angel was captured by the Erasers; ugly, wolf-like creatures who are out for our blood, and taken back to the School. We rescued her and found the Institute in New York City. There we printed out a bunch of pages of info on our parents. Two weeks later, Fang was injured by Ari, who had come back from the dead, and to our horror, had wings retrofitted onto his back. Anyways, we ended up at Anne's house somewhere in Washington D.C. Iggy had found his parents but it turns out they weren't what they seemed, some other stuff happened and I ended up in an isolation tank in a company called Itex, while a Max clone took my place within the flock. After kicking major butt we were back on the run, again.

I released a breath I hadn't realized I was holding and caught Fang giving me a sideways glance. His dark eyes seemed to hold the question, what's on your mind? I parted my lips to answer him, but he beat me to it.

"Thinkin'?" He asked softly, voice quiet as always.

"Yeah." I answered, elaborating before he could ask me to: "about well… everything that's been happening lately." I could feel his eyes shift to my left wrist, hesitantly before catching my eye.

With a knowing glance I shook my head softly and offered him a smile. His eyes lit slightly, then flickered back to their normal shade; dark, impassive.

My face felt warmer suddenly, but I blamed it on the now rising sun, peeking its radiant head through the darkened sky. Stifling a yawn, I shifted my current position and turned to Fang. "The others up yet?" I asked softly.

His eyes flickered to me then back towards the morning sky. "Not yet, we should wake them."

At my nod we both rose to our feet and began to rouse the others.

Heading towards where Nudge and Angel were curled around Total, I leaned down, placed a hand gently on their shoulders and shook them softly. "Up and at 'em" I murmured, before turning away to help Fang wake the Gasman.

"What time is it?" Iggy muttered and shifted into a sitting position.

"Time to get up" I answered, shaking Gazzy awake. Yawning loudly, the eight year old rolled over and covered his head with his hands protectively. I rolled my eyes and nudged him with my shoe.

"When's breakfast?" he mouthed, eyes still closed. I turned to Iggy, who he was already feeding sticks to a small fire he had started. Grinning, I did a quick sweep of the area and was relieved to see the flock awake and rising, and not an eraser in sight.

A shadow shifted overhead and a soft groan escaped my lips. Spoke to soon. Looking up I noticed Ari staring down at me with an unholy grin, waving one lethal half-morphed Eraser paw. My eyes darted around to find Fang, already unfurling his wings and ready to leap. Silently, I signed to the others and began untucking my own wings.

"U and A?" I heard a voice behind me call softly. Nudge. I barely nodded and added "count of one" under my breath. In a rush, six mutant bird kids shot into the air and scattered as the Erasers following Ari had decided it was time to play tag. A deadly, life-threatening game of tag. I thought bitterly.

Out of the corner of my eye, I noticed Angel, Nudge and Gazzy taking hits on an Eraser bigger than the three of them combined, they were fast and nimble, and this Eraser seemed to be one of the lesser winged variety. The ones that couldn't fly. He was unsteady and kept dropping each time one of the three landed a blow.

Pay attention, Maximum.

I winced as a heavy clawed paw cuffed my shoulder. Spinning around in seconds I was face to face with an ugly lupine-hybrid, grinning at me through crooked, yellow canines. With barely any effort I sent a series of quick kicks into the Eraser's chest. I heard him choke back a cry and veered away as he lunged at me. His aim was off but he made do and snatched my arm in his own. His weight threw me off guard and he managed to hit me squarely in the jaw with an upper cut, making my head snap back uncomfortably.

Clenching my teeth I turned on him and landed a roundhouse kick right below his collar bone. While he was stunned I planted another blow to his chest before aiming to take out his wing. Hitting my target, the Eraser's wings crumpled and he fell to the ground. Without hesitation I banked and headed back to help Iggy.

Or I would have if something didn't intercept me on the way there. I glared at the beast in front of me, and ducked quickly as Ari's fist shot for my face. Doing a quick 180 I swung my leg out hard and grinned at the satisfactory crack that resonated from the would-be seven-year old's ribs. He cringed, but didn't hesitate, launching himself at me again.

"You're mine max! For the past four years you've had luck on your side, but now your luck's run out." He snarled and raked his claws painfully down my left arm. Biting back a scream of fury, I punched and kicked at him blindly, hate and adrenaline fueling my fight. I had run out of pity for the kid; I had felt sorry for him, at one point. But after what he did to Fang – twice, and his constant never-ending hunt to kill me, I had nothing left to feel for him but hatred and rage. Kind of like how Jeb made me feel, ever since he had betrayed us.

As usual bringing up Jeb caused all sorts of emotions to pull at me in every direction, until I felt like I wasn't going to stretch any further. My anger now taking over, I couldn't help but taunt the wolf-like creature in front of me. "So Ari, what's it like? Being as unstable as a flying cow and all? I bet your father is happy to see you failed to capture me – no kill me, again."

Ari's face contorted in rage and his hairy fists clenched until I think I saw his knuckles turn white. Seeing his expression made me want to laugh. And I did. "You look pathetic" I crowed, striking at his chest again with an uppercut. "I bet you're father would love to see you now; watching you lose to me." With an added emphasis on my last word I came up behind him, watching for a moment how hard he had to flap his wings in order to stay afloat. With a grin I grabbed one wingtip firmly with my right hand and pulled. Hard. Dropping like a rock no sooner than I released him, Ari began to flap his massive wings frantically and his hands shot out like pistons, taking my legs in a iron-grip; so as he fell, I fell with him.

"Fang!" I heard Nudge's voice call out sharply, and looked up in time to see her pointing at me, while staring in horror. Seconds later I caught sight of Fang's dark wings and saw him speeding towards us. I noticed Iggy and Gazzy making their way over as well. Swallowing hard I chanced a look down, only to see the ground rushing up at me in an indiscernible blur of colors. Struggling against the Eraser's steel grasp, I kicked at him furiously.

Moments ticked by like hours and relief washed over me as Fang flew by, diving and throwing himself roughly at Ari with a murderous glint in his cold eyes. I cringed, hearing the contact and suddenly felt a thousand pounds lighter. The only thing was – I was still falling.

Drawing in a sharp breath, I pushed downward, then upwards and downwards again, my wings had finally caught an updraft and lifted me just as my feet and knees came in forceful contact with the tip of a fir. Biting back a gasp I slowly began the ascent, Fang now rising at my side. I caught his eye and gave him a grateful smile. Note to self: thank him later. I thought sensing we were still not alone. And I was right.

Nudge had gone to help Iggy, while Angel and the Gasman were teaming up on one of the newer Erasers, the ones who could actually fly and fight at the same time. With a brief nod to Fang I veered off to lend a hand to Angel and Gazzy while Fang darted off to help the others.

Many traded blows and some bruises later, we had taken down the last of the Erasers. Giving everyone a once-over I was relieved to see no one looked injured. "Report!" I called, just to make sure.

"I'm good" Iggy murmured.

"Fine here!" Nudge called, thankfully her response was short.

"Good to go" Fang called, looking to Angel. I followed his gaze and she nodded.

"Gazzy?" I asked, noting that he hadn't responded.

"Nothing hurts but…" he trailed off and I waited for him to continue. My fight with Ari and overflowing adrenaline was making me nauseous and my arm stung where dog-boy caught me with his claws. Wincing, I hid my pain and turned to look at the second-youngest, quirking an eyebrow.

"What is it?"

Gazzy looked bashful and he clutched his stomach with both hands. I could read his expression and broke out into a grin before he could say it. "I'm hungry."


A/N: Personally, I don't like the first paragraph too much, but I had to add it in so it didn't sound weird starting with 'meet the flock.' And can you guys be so kind in reviewing and telling me if everyone's IC? Thanks.

woot. first chappie done. Second one should be up sometime later this week. Oh, and I'm gonna be less than subtle in suggesting that I want reviews: gimme reviews! and you get... cookies? Home-m,ade chocolate chip cookies?

Ta.