A/N When I wrote this I was unaware that Metroburg was a town only filled with Supers so that being said for the sake of this story Metroburg is just an ordinary town.

Disclaimer: I DO NOT OWN

The first time he met Crystal she had been walking to her seat after having been introduced as the new student.

She had looked shy to him, but nothing completely out of the ordinary. Small mousy messy brown hair green eyes. She looked thin too, not like anorexic thin but like maybe she should have eaten that extra cheeseburger.

He would have completely ignored her too if it hadn't been for the fact that she had tripped on her way to her own desk and landed in his lap.

Her face had flushed crimson at finding herself in his lap.

"I'm sorry" She said her voice barely audible to his ears.

He simply smiled and nodded to her.

"So what evil scheme are you planning for your sister?" Crystal asked Max as she sat down beside him on the grass on the far edge of the school yard where he was a large holding a large thermos that he hadn't opened yet. She was wearing a grey sweat shirt and jeans, the same type of outfit she always wore.

Max stared at her. "How do you know me so well?"

Crystal smiled. "You're face is easy to read and right now, you have that face that says "I am planning some evil prank on my sister"" She told him.

"I could be pranking some other unsuspecting student."

Crystal gave him a dry look. "You wouldn't look nearly so malicious" She said. Carefully she opened her own lunch box and pulled out a Bacon and ham sandwich and started to eat it. Max himself opened his thermos and started to eat his lunch.

"Seriously though I can't read you nearly as well" Max stated.

Crystal smiled at him "I guess I'm better at hiding my feelings then you are" She said.

Max shrugged and accepted it, though had he paid closer attention, he would have noticed that Crystal's smile seemed a little forced.

"I can't believe I let you convince me to do that" Crystal grumbled though Max could tell that she was only half angry. "Egging the teacher is going firmly under NEVER AGAIN" She said. The last two words a screech.

"Oh it's not that bad" Max said. "It's just 3 weeks' detention."

Crystal rolled her eyes. "Max you know my dad doesn't like it when I'm home late." This time Max heard the slight fear in her voice, but he just ignored it, assuming that she was the afraid of being yelled at.

Max shrugged "You could have said no." he said as the reached the stairs.

Crystal looked down her face blushing. "Yeah probably" She said.

Max looked at Crystal with an eyebrow raised and she just looked away and continue walking down the stairs unfortunately there was a puddle of water on the step she stepped on and she slipped and started to fall.

With out thinking Max reached out to grab her and activated his telekinesis causing Crystal to levitate a few feet off the ground.

For a few seconds everything just stood still as Max stared wide eyed at Crystal, suddenly afraid of what she would do once he put her down. Crystal stared back at him her entire face showing her relief. She stared back at him calmly not even surprised at what he had done.

He kept her levitated for a few more seconds before he gently lowered her to the landing. She didn't run she just stayed where she was as she waited for him to come down.

He hurried down the stairs and took her hands.

"Are you alright?" He asked her, not even bothering to pretend he hadn't done what he did. "I didn't hurt you did I?"

Crystal shook her head and smiled at him. "I always knew you had powers." She whispered.

Max stared at her with wide eyes. "You knew?"

Crystal nodded. "Of course, your last name was too much of a giveaway, that and half the pranks you've pulled this year could not possibly have been pulled with out at least some form of superpowers." Crystal said with a shrug.

Max just stared at her. "Why didn't you tell me you knew?"

Crystal looked down. "I don't know the rest of your family members, I don't know what kind of powers they have, I didn't know what they would do if they knew I knew."

Max held her tightly. "You were afraid we would erase your memory."

She buried her face in his chest, he could feel tears stain his shirt her hands clutching the blue fabric. "You're the best person I know, and my only friend, I couldn't lose you." She told him.

He returned the hug. "Don't worry Crystal, nothing will happen to you, I promise."

Crystal said nothing as he returned her hug they stayed like that for several minutes before the teacher came by and told them to leave.

Max never told his family that a citizen knew the family secret. He knew that his family would freak if they found out that he had revealed the family secret.

On top of that Crystal's worries had somehow manifested themselves in him. He had never before given much thought to the idea that his parents might have a mind erase machine, but now that Crystal had given him that idea that they might, he felt it extremely necessary to keep her secret until he knew for sure that Crystal would be safe.

That being said, now that Crystal knew he could have a lot more fun, then before she was aware of his abilities.

Pranks that he had to have her look away for, she could now not only see, she could come up with ways to use his power that not even he had thought of before.

With his heating abilities (that he never really used) she convinced him that if used properly could be used for countless pranks. Instead of fires he could use the abilities to make some feel really, really sick. He could convince a teacher to head home early because all of a sudden she had a temperature of 102.

It was she that would convince him to burn the food some bullies had been eating when they made fun of him.

Now that she knew his secret, instead, of her being extremely clueless about what was going on, she could now not only know, but help come up with clever ways in which he could use his powers to make his fellow classmates miserable.

"Ms. Leclaire, I believe you think this is funny"

Crystal pursed her lips in an attempt to stop herself from smiling. The teacher had found herself with red splotchy skin (Some one had found out their teacher was allergic to lilac pollen) so Crystal had the clever idea to pick some lilacs and have Max use his powers to place them in the air vents. With in minutes Lilac pollen was everywhere and now their teacher was sneezing and scratching every chance she had.

"No Ms. Verna" She told her.

Ms. Verna narrowed her eyes at Crystal. "Did you have anything to do with this?" She said.

Max stared wide eyed as he whipped his head to stare at Crystal.

Crystal shook her head. "No" She said her eyes wide and innocent.

Ms. Verna stared at Crystal, her eyes red and watery. "If I found out you had anything to do with putting the lilacs in the vent system, I will call in your father."

"I had nothing to do with it" Crystal said vehemently.

Max looked at her worriedly, angry Crystal was never a good thing. Crystal always seemed to get angry whenever her father was mentioned.

Ms. Verna narrowed her eyes at that but said no more.

Crystal breathed deeply and leaned back in her chair her eyes down focused on her notebook. She always got emotional whenever her father was involved.

Crystal's father according her was an exceedingly strict parent, punishing her at the slightest provocation, many times Max had been unable to call her because her father had, for some reason or another, taken away her cell phone.

Max looked at her again and she turned to him and smiled uneasily.

Max felt a bout of uneasiness in the pit of his stomach, but he ignored it, Crystal was fine her father was the chief of police how could she possibly be in any danger?

Of all the things they had done since she had found out, Max had noticed that her most favorite thing in the world was flying. They would head out to the field and he would lift her up with his telekinesis as high as he could so she could look down below on the earth.

He found that he liked doing that for her, the smile that lit up her face when he offered was one of the most beautiful things that he had ever seen and he knew that he had to do what ever necessary to keep that smile in place.

They lay in the grass he had just finished making her fly and they were lying on the ground enjoying the feeling of the sun on her face.

Suddenly Crystal turned over and hugged max as tightly as she could.

"Would you ever by my hero" Crystal whispered to him.

Max looked down at her confused. "Of course I would."

Crystal looked at him her eyes staring at him as though searching for any lies. Before she nodded and leaned back to the ground her hand still clutching his. "Ok" She said.

Ring! Ring!

Max reached over tiredly and grabbed his cellphone.

"Hello?" He said.

"Max?" Max shot out of bed. That voice … it was Crystal and by the sounds of it she was crying.

"Max, please, I need you here" Crystal said her voice shaking as she tried to tell him.

Max was already putting his shoes back on and heading out the door.

"What's wrong Crystal" He said running down the stairs

"It's my dad he…" Suddenly there was a loud bang and what sounded like Crystal screaming before the line went dead.

Max looked at his phone in wide eyed horror before running as fast as he could out the door and down the street to Crystal's house.

The door was locked, no problem, within seconds the door was unlocked and he was inside.

The house was a mass broken plates lay all over the floor a table was over turned and every few feet seemed to be blood spatters.

"Crystal?" He called through the house. No one answered. The entire house was quiet.

He ran through the house calling her name as he headed for her room.

The second he opened the door he fell to his knees.

Crystal lay on the ground her blood pouring from a gunshot wound in her chest. Her eyes were wide open as she stared at him.

Max took off his shirt and knelt down beside her.

"Max" She said pointing to her feet Max looked down and noticed that by her feet lay her phone, he picked it up and dialed 911.

"I think my friends been shot." He said. "Please send an ambulance to 19 Red Chestnut Blvd" He said into the phone.

He held her hand. "There's a lot of blood and I don't know what to do" He said.

When the ambulance came he hung up the phone. "Crystal, who did this?" He asked. He had to know, and he had to make them pay.

Crystal looked at him. "My father" She said. "Shot me. Please don't-"

And that's all he could get out of her before the paramedics arrived.

He had been told to wait outside where the police questioned him. He explained he explained what happened that she had called him in the middle of the night begging for help how he ran over to the house and found her lying on the ground bleeding. All he could was wait until Crystal was wheeled out on a gurney. After that he stopped talking and ran to the parameds begging them to let him ride.

They allowed it only after it became obvious she had no one else.

He held her hand as they worked on her trying to keep he alive. When they reached the hospital they wheeled her into the ER while he was forced into the waiting room.

It took hours before the surgeon came to talk to him.

"I'm sorry" The surgeon told him "but she's dead."

That had been the first time he had lost control over his powers. The window behind him shattered into a million pieces.

That alarmed the doctors but thankfully he didn't question him about it.

"Can I see her?" He asked.

The doctor looked as though he were going to say no but something about Max's expression must have changed his mind.

He entered the room and stared at her a single sheet was all that was covering her body. Her eyes closed as if in sleep.

He stumbled forward and grabbed her hand. "I'm sorry" He told her. "I'm so sorry" He cried.

For what seemed like hours he cried as he begged the body of his best friend for forgiveness, she could no longer give him.

"I swear, I will avenge your killer Crystal" He told her "No matter what I will find him and I will end him."

He went home after that his parents had questioned him on his whereabouts but he just evaded them unable to answer what he had been through instead he just went upstairs to his room and lay on his bed thinking.

That's when he felt himself being teleported out he didn't even have time to scream as materialised in a strange den.

"Well. Well, Well" A deep voice said.

"Where am I" He asked standing.

"No continue looking down" The voice said. And immidiatly Max felt himself looking at his shoes. Unable to look up.

"So… you lost your best friend"

Max fists clenched as they reminded him of what he endured not two hours before.

"And not only that, but you lost her because you couldn't be her hero" The voice chuckled as though the news was merely amusing to them.

Around him objects started to shake as his anger started to become hard to control.

"Now, now, none of that" The voice said an immediately everything stopped shaking.

Max felt confused.

"My powers include nullifying all superpowers" The voice said. "And making them my own"

Max felt worried at the thought of this being having his powers.

"Oh do not worry" The woman said. "I'll give them back"

Max glared at the ground his head still refusing to lift. "What's the catch?"

"For your powers? Nothing when I'm done speaking you can leave with your powers intact."

"Then what do you want?"

"Your alliance"

Max laughed. "Why would I join supervillains?" He asked the woman.

The voice was a taunting whisper. "Because we have something you want" The voice said.

Max rolled his eyes. "Oh yeah? What's that?" He asked sarcastically.

He heard the woman snap his fingers and he heard something big and heavy being rolled into the room.

"Look" Immediately Max lifted his head and his eyes widened at what he saw.

"That was destroyed!" He exclaimed for infront of him was the only time machine in existence.

"Foolish boy, do you honestly think that we would allow for this precious treasure to be destroyed?" The Voice said. Max hadn't yet looked at her instead allowing his eyes to rake the time machine.

"Ok so you have it." Max said angrily. "So what?"

"We would allow you to use it to go save your girl friend"

Max narrowed his eyes. "What's the catch?"

"You agree to prove to us that you can be the most evil villain of all time" The woman said. "Prove to us you can renounce your father, and we will allow you to use this to save your friend."

Max stared at the machine for a long moment imagining his mistake rectified and his best friend back in his arms.

He closed his eyes as tears fell from his face.

"I'll do it" He said. "I'll become the most evil villain on the planet, in return you will allow me to rescue her" He said.

"Deal" The woman said and before he knew it he was teleported back into his room.

3 years later

It was the day.

So on that day he put his plans aside as snuck out of the house, got on the bus and headed back to metroburg.

The ride out was several hours long, but to Max it felt as though only a few minutes had passed before he was back in his old home.

He stopped at a flower shop and bought a dozen white lilies. Crystal had always liked white lilies.

He headed down to the cemetery knelt down beside her grave.

Tears sprang to his eyes as he stared at the grave stone.

Crystal LeClair

Born 1998-2012

There was no inscription for her, Max couldn't think of one feeling that all the typical ones where far to good for his best friend, and he didn't know any other inscription that would fit her.

"I'm sorry, I couldn't save you" He whispered as he knelt down in front of the grave. "But I swear, I'm doing everything I can to save you." He told the grave. "Even if it takes me forever, I will get you back."

He wiped away the tears in his eyes before leaving. IT was a long trek back to Hiddenville and if he stayed any later he knew his parents would become suspicious.

He stood and walked away, every footstep feeling a thousand times heavier then last as he left the one place he didn't want to leave.

From behind a huge pine stepped out a girl who appeared to be around 16 years old with brown hair and tanned skin. She stared back at Max's retreating figure before turning to stare at the grave. Her eyes filled with sadness as she stared.

Slowly she approached the grave and placed a single lily on her grave.

Phoebe slowly turned and left the grave.

A/N Hope you liked that please review!