Hey guys! I just joined (though I've been visiting the site for a while) and this is my first Fic, so it's probably not very good. Constructive criticism in reviews is encouraged!!

Max POV

We were in a tree in the middle of a forest, and the rest of the flock was sleeping. I checked my wrist watch. It was 1:00; time for Iggy's shift.

I climbed down to his branch and shook his shoulder.

"Wake up, Ig. It's your watch."

He sat bolt upright ready to defend himself. When he didn't hear punches landing or screams of agony, he relaxed.

"It's 1:00, Iggy," I whispered.

"Hm? Oh, right. Thanks Max."

I climbed back up to my branch and tried to sleep, but The Voice started nagging me… again.

Sleeping on the job, Max?

Oh, give me a break. I know I'm supposed to save the world, but I've got to sleep, too!

I'm just saying you're wasting valuable time.

You're right; talking to an annoying voice in my head is a colossal waste of time! I'm wasting time that might be spent doing something constructive, like, I don't know, SLEEPING?!

It was no use. I was thoroughly awake, and way too ticked off to lie around. But I didn't want to fly, either. I wanted time to think, because like it or not, my conversation with The Voice had reminded me that I needed to plan the flock's next move. I climbed back down to Iggy's branch.

"I can't sleep. I'm going for a walk, Ok?"

He nodded and smiled. "Have fun," he said sarcastically.

I continued climbing down the tree. I smiled as I saw Angel and Total curled up together and sleeping peacefully. Nudge was twitching and mumbling, still talking and jumping around in her dreams. Gazzy was lightly snoring. And Fang… Fang was completely motionless and silent, almost invisible. I lingered for a second, and then dropped to the ground.

As I walked, I wondered what the flock and I would do now. Itex was basically destroyed, so there wasn't any need to worry about that. Then there was Mr. organs-in-a-tank and his army of Go-bots. They were probably gone, but what about all of those people who had wanted to buy us? Who knew what sort of diabolical deeds they were cooking up? Then again, they weren't really any of our business, since they hadn't tried to kill us, imprison us, or dissect us… yet. Maybe it would be more practical just to get rid of them now when they aren't expecting anything, rather than waiting for them to make the first move. On the other hand, we didn't know anything about those people and they probably didn't know that much about us. So why poke a stick in the hornets nest?

My thoughts were interrupted when I heard something off to the right. It sounded too big to be a rabbit or a squirrel, and it seemed to be walking on two legs.

I quickly weighed my options. Fight, fly, or hide? I had no idea what I was going up against, so I ruled out option #1. If I flew, I'd probably be seen (if I hadn't been seen already), and since I didn't know what it was that would see me, I crossed option #2 off my list. That left me with option #3.

I climbed into a tree and waited. I heard something walk over to the tree until it was standing under the branch I was sitting on. I could see it now, it was… a girl?! What the heck is a regular girl doing out in a forest in the middle of the night? I wondered.

She stood underneath my branch for a minute.

"You can come down, you know," she said calmly. "I could hear you breathing a mile away."

Damn! Ok, time to switch to option #2.

I snapped out my wings and leaped into the air. I figured I'd fly away from the flock to keep her from bumping into them, then double back, wake up everyone else, and get the heck out of here!

Then I heard a dry rustling sound, kind of like the sound you get when you rub two paper bags together. I looked over my shoulder, and oh my God. The girl was flying. With wings. Bat wings.