Disclaimer: Max Steel belongs to Mattel, Sony/Tristar, Foundation Imaging, AND Mainframe Entertainment. That's because this is the original series, and not the reboot. This fanfic is rated PG-13 by the Motion Picture Association for violence, language, and mention of suicide. Note- this picks up directly after the Season 2 finale and ignores Season 3 for reasons I will not go into here, as I have a tendency to rant.

Breaking Point

He was being followed. Of course he was; nothing else had gone right in the last few hours, why should his escape be any different? Still, if he had to confront his pursuer, John Dread mused, it could have been in a worse place. The shaft under N-Tek's transphasic generator led directly down into the foundations, cut out of the bedrock of the island. Most of that level consisted of twisty little service passages, leading from one major installation to the next, but here in the center, the walls opened out to a huge space honeycombed with the massive support pillars that held the ceiling far above. It was as close to good cover as he was going to get.

Putting his back to the nearest pillar, Dread waited for his pursuer to enter the room. Whoever was behind him was making no effort to be stealthy, nor to hurry. That steady booted tread could only belong to one man, however, and Dread was not at all surprised to see Max Steel stepping into the illumination cast by the emergency lighting.

He must have slipped out of Smith's gaze as soon as possible, Dread mused. Steel had no obvious injuries, though of course the nanotechnology in his system would have taken care of any as soon as possible. Still, the boy was dirty, smeared here and there with soot and char marks from his narrow escapes from not one but two explosions in the same day. Just inside the room's entrance, Steel slowed to a stop, regarding Dread with a curious lack of expression.

Dread had always prided himself on being a man who knew his own skills and weaknesses, just as much as he knew those of others. For instance, he had a bad habit of gloating, which had a tendency to backfire on him. Especially when up against the young man before him. So he had no problem admitting to himself that the lack of anything on the boy's face made him nervous. An angry Steel was predictable. One this far gone on the other side of rage? Far less so.

"Reports of your death have been greatly exaggerated, huh?" Steel asked quietly.

"Twain. Did you learn that in English class, Josh? I seem to recall that was one of your least favorites."

Ignoring the barb, the boy continued to just look at him. "Smith thinks you're dead, of course. No cover during an explosion like that? But human beings don't disintegrate, so there had to be something left. Jake Nez has a team down here, but they're looking for your corpse. I knew better."

"So you do… now. You do learn from your mistakes, eventually, it would seem. So you came down to take me back into custody, all alone? Really, Josh, shouldn't you be conserving your strength? It's going to take a long time to repair that generator, and from what I've been told, the portable version Dr. Martinez created is… not so efficient, especially given your proclivities."

Steel laughed. It was not a pleasant sound. "Seriously? Dread, you and I both know I've been a dead man walking since the accident. After that, the only choice was whether I go out with a bang or a whimper."

"Well then." Reaching behind him, Dread pulled out the .45 automatic Psycho had passed him earlier. He hadn't used it during the fight in the generator, of course- stray bullets around high-energy machines were a horrible idea, though keeping it to fists hadn't prevented the explosion. "Shall I provide the bang for you?"

The light, while perfectly serviceable for navigation, would be far too dim for a gunfight. Regretfully, Dread removed his sunglasses and tossed them aside, keeping the gun aimed at Max as he did so. Not that he thought he could hit Steel at this distance, but it would at least prevent the boy from rushing him.

Though the look of dawning rage on Steel's face suggested he was considering it, as he got his first unobstructed look at Dread's face ever. He'd heard the term "vibrating with rage" before, but to be honest, Dread had always thought it to be metaphorical. But no, Steel's shoulders were shaking as those blue eyes narrowed almost to slits.

"Marco Nathanson, I presume." Steel's voice was even softer now, touched with a killing frost.

"Mmm, no. Not any longer. He died sixteen years ago… You're not the only dead man walking, Josh. But out of sentiment for who I was… I'll make this quick."

Rather than reply, Steel simply touched a button on his wristband, shimmering into invisibility even as Dread let out a shot. The bullet spanged off concrete as Dread turned, eyes alert for the tell-tale distortion of the probes's cloaking effect.

"Why'd you do it?" a disembodied voice asked, somewhere to his right. The pillars distorted the echoes, making it impossible to narrow the direction down any farther than that. Before Dread could answer, however, the boy continued. "Actually, you know what? I don't care. I'm sure you've got lofty words and rationalizations and a whole host of reasons, but you know what they all boil down to? Somewhere along the way, you stopped giving a shit. And so instead of retiring, or quitting, or hell, just putting your gun in your mouth and pulling the trigger, you decided you were going to kick the whole sandcastle over and make a new one. Because why not, right? It was your sandcastle, you built it. And anyone in your way, well, they were just collateral damage."

"Well, you know what they say about omelettes and eggs, Josh. Or are you going to tell me you've never made those calculations yourself?"

"Of course I have." Off to his left now, and Dread pivoted to keep aimed at the voice. The gun was loaded with expanding ammunition, and a torso shot would certainly drop Steel, though it would probably require a headshot to finish him. But the gun only held 18 shots- 17 now- and there simply wouldn't be time to reload. The boy knew it, too, hence taunting him from a distance.

"Remember who raised me?" Steel continued, as if explaining to a small child. "Jefferson Smith, the man who set me out as bait for a mole hunt because I was the only thing you'd bite on? I know all about being expendable, Dread. But expendable doesn't mean worthless, and you could have faked your death without taking a single person with you."

"Not nearly so… effectively, but I do concede your point. I will say I have… regrets about the way I handled certain things that night. For one thing, I thought I had more time… by the time I made it to the house that night, Jeff had already dismissed the babysitter and taken you home with him. One promise to an old friend I wasn't able to keep, I'm afraid."

"... What?"

"Oh, you didn't know? Well, I suppose there was never any reason for Jeff to tell you. Your father's will did specify Jefferson Smith take over as your guardian… assuming his first choice was no longer available. After all, over the past several years, Jim had been rather like a son to me."

No answer now, but the silence fairly buzzed with fury. Good- if the boy wanted his head, he'd have to get closer, which would open him up to a shot. Pushing his back against the pillar, Dread scanned the area around him. Even Max's prodigious strength couldn't get through the thick concrete in one shot, which meant that at least from this direction, he was safe.

"Really, Josh, you're far too much like your father. He caught me deleting files about my organization from the mainframe that night, and came running down, unarmed and with no backup. He was so hoping I'd have a good explanation... I did offer him the chance to join me, but he refused. I thought about making you the same offer, but… well, it was already clear what your answer would be. History so often repeats itself, doesn't it? But I'm afraid he wasn't as fast or as strong as you. He tried to make a break for the alarm… So yes, Josh. If you were wondering, I did kill your father."

"No shit." The words, spoken without emotion or inflection, came from his right, and close, too close. An irresistible force wrenched the gun out of his hand, and Dread let it go, spinning away even as he reached for the backup .38 also holstered at his back. But even as he was bringing his weapon up, he saw Max fading back into visibility, raising the .45 in a perfect shooter's stance. The world slowed as he realized- the boy had been baiting him the whole time. Establish a pattern of staying at a distance, go silent in a manner that suggested unthinking rage, and then sneak up behind the pillar.

Three sharp shots, and a sledgehammer slammed home into Dread's breastbone, knocking him back a step. The .38 fell from his hand as he dropped to the floor, shock working even faster than blood loss. Above him, he saw Max's head come into view, gun aimed between Dread's eyes. Dread strained his fading vision for some hint of triumph, or regret, or something on the boy's features, but there was nothing.

"Between you and Smiley, Dread, I've learned to be wary of resurrections," Steel said, almost conversationally. "It's nothing personal." The gun barked once more, and there was nothing.

Thumbing the safety on the gun, Max popped the magazine out of the grip and tucked it away in one of the pockets on his jumpsuit. Working the slide, he ejected the last bullet from the gun's chamber, and then carefully set the empty gun down on the floor, carefully out of reach of the corpse still leaking blood onto the concrete. Only then did he let himself turn and throw up next to one of the pillars.

It wasn't that he felt bad about it. Honestly, he didn't feel anything at all, which meant he was probably going to be seeing a lot of Maggie and the other shrinks. Even so, this wasn't the first time he'd had to deal with the idea of killing someone- of killing Dread. But there was a difference between knowing you were responsible for someone's death indirectly, and pulling the trigger face to face. It was… visceral.

But he'd done it. His dad was probably going to have kittens. Not that it wasn't self-defense. Well, mostly. Max had known going down that Dread was probably armed, so he hadn't worried about trying to check out a gun from the armory. And given that as Max, he was almost legendary for NOT carrying a sidearm, going without one wouldn't clue Dread in that Max was more than willing to use one.

If Dread had surrendered? Yeah, Max would have taken him in alive. But that would have just started everything over again, and Max really hadn't wanted that. So make Dread think he had a chance of getting out, that Max would be fighting to capture, not kill.

Dread had never understood Max, not really, and he'd never realized that. Too caught up in the image, maybe, and the fact that everybody, even Jefferson Smith, looked at Max and saw Big Jim McGrath. So Dread had tried to make him lose his focus by making him lose his temper.

Exhausted, Max shook his head, sinking down to lean against one of the walls. What the hell had Dread expected that last bombshell to do? Sure, there was a difference between setting a bomb and pulling a trigger, but from this end of things, it didn't really change all that much. And maybe… maybe Dread just hadn't gotten it. Jim McGrath was a legend at N-tek, and Dread had, maybe, loved the man as much as that withered soul of his could love anyone. But as far as Max was concerned, Jim McGrath was a few foggy memories, a voice on an old tape, and a name carved in granite, nothing more. He didn't resent the man, but he'd never really known him, either. Max only had one father- Jefferson Smith. And Dread was never going to be able to take that one away.

Max sighed. Time to call in. This deep in the building, even his biolink wouldn't reach, so the fact that he'd had the thing off during the fight with Dread wouldn't raise any eyebrows. It had meant he needed to wear an earjack, though. Tapping a button on the side, he spoke.

"Steel to Nez. I found our target."

"Our target? Steel, I don't remember anyone assigning you to this recovery team."

Max snickered. "Nobody told me I couldn't. You know what they say, better to ask forgiveness than permission."

Jake laughed at that. "Okay, point, but you're the one who's going to have to do the asking. Where are you?"

"The central well, by the west entrance."

Silence. "That's pretty damn far from the generator supports," Nez said neutrally.

"Uh huh."

"Do we still need the body bag?"

"Uh huh. Also, I want this corpse going to autopsy, and I'm going to request that they let me attend. I'm not going to feel completely safe until he's in as many pieces as possible."

More silence. "... Understood. When you put it that way, I'll see if I can get us both seats. Nez out."

Deflating a little, Max relaxed, though he didn't take his eyes off Dread's corpse. He knew there was a reason Jake was one of his favorite people.

So Dread was finally gone, Psycho was in custody and they might possibly keep him there for all of six months, and the rest of the DREAD organization had fallen to pieces bit by bit over the past year. The job wasn't even close to over, but maybe at least now he could take an actual vacation.

Yeah, probably not. But hey, a guy could dream, right?

Owari