I heard this song, and I just had to make a songfic to it! Not my best writing ever, just a fluffy, light hearted Fax-fic. Enjoy!

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I sat dangling my legs over the edge of the cliff, watching as the rest of the flock soared a cross the pink-hued sky. The sun had just set, signalling the end to yet another long, hard, ugly day. It was two weeks since we had escaped from Max II and the Erasers at Itex, and for a while I had thought, hope that they would leave us alone for a bit. And they did, for thirteen peaceful, blissful days. But, as they say, 'all good things must come to an end'. Which they did. In the form of four hairy, bloodthirsty, vicious Erasers. Since there were only four of them and six (seven counting Total) of us, we easily got away, but it was still enough to ruin my peace.

Seriously, Max, did you really expect them to leave you alone? They never will Max. Not until you save the world.

Ah, Voice! Haven't heard from you for a while!

You have to keep going Maximum. You have to save the world, the time is drawing closer even as we speak.

I rolled my eyes, although I doubted the Voice could see me. I ignored it, concentrating instead of the sight of my flock, circling in the sky. My eyes fell on Fang. His dark wings beat silently, carrying him smoothly through the air. Normally so dark, they appeared to give off a reddish hue in the light of the sunset.

Stop looking at him! I told myself firmly. I turned my gaze towards Nudge and Angel instead, but as I did so I felt my face turn red. Why am I blushing? I haven't done anything wrong!

If there's a prize for rotten judgement

I guess I've already won that

No man is worth the aggravation -

That's ancient history, been there, done that!

I think we both know why you're blushing, Max.

Shut up, Voice.

Admit it. You have feelings for him.

I do not! I mentally yelled at the voice. Why did it always get things so wrong? I did not have feelings for Fang. He was like a brother, nothing more. I glared furiously at my wrist where I knew the chip was. But I didn't dare try to get it out again. I had promised Fang that I wouldn't, and I didn't want to see him get upset about it again.

See, Max. You're more worried about Fang than yourself.

How many times do I have to tell you to SHUT UP?

Just then I heard a faint beating of wings, then the sound of someone landing beside me. I looked up, and who should it be but the guy himself.

"Oh, hey Fang."

(Who d'ya think you're kiddin'?

He's the earth and heaven to you

Try to keep it hidden

Honey, we can see right through you

Girl, ya can't conceal it

We know how ya feel and

Who you're thinkin' of!)

"Talking to someone?" Fang asked, with a slight grin, as he sat down beside me.

I shrugged. "The Voice, being it's annoying self as usual," I shrugged. I looked at him, "You probably think I'm crazy, don't you?" I said with a sigh. Of course, I just had to be the lucky bird-kid, and win the fantastic prize of a Voice in my head constantly. Oh, joy.

"You're not crazy, you're just you," Fang replied. I was about to say something when he cut in on me. "So, what was it saying?" he asked.

I felt myself go red, and looked at the ground beneath us in an attempt to hide it. "The usual. I have to save the world, Erasers won't leave us alone until I save the world, the time is coming closer when I'll have to save the world, that sort of stuff," I shrugged, attempting to sound casual.

"Nothing else?" Fang inquired.

"No, nothing else," I said firmly.

No chance, no way

I won't say it, no, no

(You swoon, you sigh

Why deny it, uh-oh)

It's too cliché

I won't say I'm in love

"It's nice to see them so happy, isn't it?" Fang said, referring to the rest of the Flock. It was true, Angel and Nudge were playing some sort of game with Total, and Iggy and the Gasman were chatting and laughing together, probably over some plan to explode something. Ah well. Boys will be boys.

"So, what made you want to come over here?" I asked, turning to look at Fang again (feeling that my face had returned to it's normal colour). "I thought you were with those two," I said, nodding my head Iggy and Gazzy's direction.

Fang's eyes widened in mock shock. "Why, and I not allowed to come and keep the great Maximum Ride company without a written invitation?" he asked. I laughed, and he smiled too. "Besides, I saw you looking at me," he said, glancing at me out of the corner of his eye.

Crap. So he had noticed.

I bit the inside of my mouth, figuring that it would be better to say nothing at all.

Why? What have you got to hide, Max?

Hey, thought you'd gone on holiday there, Voice. Since you're back, I'd like to let you know that I have nothing to hide so why don't you SHUT UP? I thought angrily, picking up a stone and throwing it off the cliff.

I thought my heart had learned its lesson

It feels so good when you start out

My head is screaming, 'get a grip, girl'

Unless you're dying to cry your heart out

"What's the matter? Or do I have to ask," Fang asked, looking at me with 'concerned' written all over his face. I sighed. He had been giving me that look so many times over the last few months. I was getting sick of it.

"If you're thinking 'The Voice', you're right and you don't have to ask," I replied, folding my arms and staring at the darkening night sky. The first few stars were beginning to appear, and the silver orb of the moon was replacing the sun.

"Don't let it get to you," Fang said quietly. I looked at him, at his perfectly formed face, the way his hair hung perfectly around it, and into his deep, dark brown eyes, full of mystery, secrets, words he wasn't saying…

Yeah, right.

Maybe he's just scared, Max.

What? Fang, scared? Fang was never scared, he was the strongest person I knew.

Maybe he wants you to make the first move.

What? If I do that, things will never be the same again. I'll lose him, both as a brother and a friend. And anyway, why would I do something like that in the first place. I do NOT have feelings for him. I thought furiously.

I turned to see Fang looking at me, a small smile playing on his lips.

(You keep on denyin'

Who you are and how you're feelin'

Baby, we're not buyin'

Hon, we saw ya hit the ceilin'

Face it like a grown-up

When ya gonna own up

That you got, got, got it bad?)

"The Voice is talking about me, isn't it?" he said.

I felt myself blushing, and tried to stop it. "How did you know?" I asked.

"You kept motioning towards me. You've been doing it ever since I sat down beside you," he explained calmly.

"Really," I replied, attempting to appear nonchalant, when I was actually burning up with embarrassment inside. Nobody but Fang could pick up on something like that. Nobody but Fang knew me that well.

Sometimes, being Fang's best friend had it's disadvantages.

Admit it, Max. You want to be more than friends.

Look, you've already got me into enough trouble as it is so could you just leave me alone now?

Not until you face the truth, Max.

I ground my teeth in frustration. The Voice may have had it's perks, but 99 of the time it was just really, really irritating.

"So, what was The Voice saying?" Fang asked.

No chance, no way

I won't say it, no, no

(Give up, give in

Check the grin--you're in love)

This scene won't play

I won't say I'm in love

(You're doin' flips

Read our lips: you're in love)

"Well…" I muttered.

"What?" Fang asked, looking intently at me.

"It… it was bugging me about our relationship with each other. It was saying that I wanted to be more than friends, and that I should make the first move because it thought you were too afraid to, and I told it that if I did then it might ruin our friendship, or our brother-sister relationship or something," I blurted out, feeling myself go red.

Fang was silent for a while, looking thoughtful, but probably confused, embarrassed, or just trying not to laugh as he heard what I had to say.

Look Voice, now look what you've done! I fumed silently. For once, the Voice didn't reply.

"Well, do you?" he finally asked.

"Do I what?"

"Want to be more than just friends," he replied, looking at me intently with those deep, brown eyes of his.

You're way off base

I won't say it

Get off my case

I won't say it

(Girl, don't be proud

It's O.K. you're in love)

I remained silent. I couldn't bring myself to say "Yes." Just that one simple word could have so many outcomes. What if he didn't feel the same way? What if he was embarrassed, or annoyed, or - worse still - what if he laughed?

"The thing is, Max," he said softly. "I do."

"What?" I asked, turning towards him. Suddenly surprise, joy, disbelief, embarrassment and a hundred other feelings arose in me. I just smiled at him. He smiled back, moving closer to me. Then he put it arm around my waist, and kissed me.

At first I was shocked, but my surprise quickly turned to happiness, and I kissed him back. There, with the moon shining down on us, with the rest of the flock flying about the sky, Fang and I kissed, a moment I had always dreamed of, but never thought would actually happen.

Oh…

At least out loud

I won't say I'm in love