First Max Ride fic, and my first AU ever. 'Nuff said.

Basically, Max and Sam are on their date, and then Bad Things happen... I'll leave the rest to the actual story now.

Disclaimer: I don't own Maximum Ride or its characters. James Patterson does.

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Prologue: Project Sixteen

The van sat in the parking lot like a fat black beetle too lazy to move. It was out of place among the others colorful cars that shared the parking lot with it. But then, its occupants were far from normal themselves. Inside the van sat what looked like seven male supermodels. Muscular and lean, they stared out of the windows with a predator's sharp gaze. The only female in the car was a blonde of about fourteen sitting in the passenger seat, staring out the heavily tinted windows looking very bored. The model in the front seat had an earpiece in his right ear, and was listening intently to what the little voice had to say.

"Don't attack Maximum just yet Ari," said the voice of the whitecoat, a scientist, at the other end of the line. His voice was, as clear as if the whitecoat were in the van with the models, "We can't risk scaring her away just yet. We need her right where she is. This is just to make her a little bit uncomfortable. We can't let Maximum forget that she's on the run."

The one in the driver's seat, Ari, literally growled like a dog, "You had no problems asking us to attack them before!" he snapped, canines lengthening unnaturally like taffy being stretched on a candy maker, "And now you're just telling us to sit on our hands like good little doggies!"

"These orders come right from the Director," said the whitecoat, "You have no authority to challenge them. Just take Max II and walk outside the window so Maximum can see you. That's all. You and all of your Erasers will get your chance for a hunt later. Just have a little patience for once."

One of the others in the back, an Eraser, noticed something inside the ice cream shop. He was extremely old by Eraser standards. He was about thirteen years old, but his age had not yet had any adverse effects on his powers. His age was irrelevant to the whitecoats anyway. Erasers were used as attack dogs until the day they died some horrible death when their very genes began to break down. It was only because he was so old, that he was able to realize something. As he looked through the van window, and into the ice cream shop he noticed that the blonde they were chasing, Maximum Ride, was with someone else he recognized. It was her date that interested him now, not just his prey. A boy about her age with chestnut brown hair, whose face struck a cord like a familiar piece of music almost forgotten in the old Eraser's memory…

"There's someone with Maximum Ride," said the older Eraser.

"Well duh!" spat Ari maliciously at the old Eraser, his lips pulled back in a snarl, "It's her stupid date!"

"No, I remember him from the Institute!" insisted the old Eraser, "I think he's Project Sixteen!"

"…What?" said Ari thickly, his head cocked to one side like a confused pigeon, "What the heck is Project Sixteen?"

"What's going on?" asked the whitecoat in Ari's ear.

"Nothing," he said sharply as he settled grumpily back down into his seat, "Old David says he sees 'Project Sixteen' with Max or something like that."

The whitecoat gasped, "Is David sure of this?"

"What? I thought we were after Max!"

"Is David SURE OF THIS?" yelled the whitecoat loud enough to make Ari flinch. Ari turned to the old Eraser, David with a sneer on his face.

"You sure this punk with Max is your Project Sixteen?" he asked piercingly. The blonde sitting in the front seat looked at David too, now interested in the proceedings.

The old Eraser, David, nodded, "Without a doubt," he said, confidently, "I saw him before, but then he was really, really young. But there's no doubt now! I'm sure it's him!"

The whitecoat must have heard this statement through Ari's earpiece, because he gasped again, "This is… impossible!" said the whitecoat, incredulously, "But there will be no change of plan. Ari, just let Maximum see you and Max II, nothing else! Do nothing, I repeat, nothing, about Project Sixteen until we can confirm that he's even alive."

Ari growled again, little hairs beginning to grow on his face, neck and hands like a crop of plants growing in fast forward. He wanted Max for himself, he didn't just want to let her see him! He wanted her! He even had plans for what he would do once he had her in his possession. He was going to take her away to a safe place where no one would find them, ever. And now there was this other thing the whitecoats wanted! Surely it would be better if Ari and his Erasers just ran right into the ice cream shop and captured Max and her little buddy? Isn't that what they wanted? Ari was beginning to get tired of their games.

"Ari, do you understand?" asked the whitecoat, "Take no direct action, just let Maximum see you and Max II and that's all. Do you understand Ari?"

Keep your eyes on the prize, Ari, Said the Voice in Ari's head, and while it was perfectly emotionless, it seemed both soothing and encouraging, Keep your eyes on the prize. There's a pot of gold at the end of this rainbow.

Ari took the earpiece out of his ear and stared at it. It was sleek and sophisticated looking, designed and built by a few scientists at the School who knew some engineering in addition to their knowledge of genetics. Ari suddenly felt that all of the problems in his life were the fault of the little device in this big hand. Then something inside Ari, the closest thing he had to self-control, snapped like a spine under a heavy boulder.

"I'm done taking orders from you!" he snapped at the earpiece, "I'm doing thing my way!" Ari smashed the device against the dashboard, hearing the tiny screech as the device died. He took his hand off the dashboard to let the little ruined pieced of the earpiece fall to the floor of the van like silicon rain. In the passenger seat, Max II smiled wickedly at she watched Ari and the other Erasers begin to morph, their bodies rippling and shifting gruesomely. Hair sprouted all over their bodies, claws grew out of fingers, and fangs lengthened, protruding from their gums like swords.

Ari was done taking orders from the whitecoats. He was going to do things his way now.

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He he... This is going to be fun.

Please review. As with anything I write, I'll take anything: Good reviews, bad reviews, even flames. But please review, I like to know how I'm doing.

Thanks.