I don't own any of the Shining Force characters.
I just couldn't resist writing what I thought was going through Max's mind after he reached Elliot in the battle field.

This is very violent, and though it may seem unrealistic, I've actually had it happen that Max is last on the field...

~

~How do I get myself into these messes?~ Max thought to himself as he stood on the plains of Pao, with the rest of the Shining Force.

"Max," Elliot thundered from twenty feet away, "I stand alone, will you face me now? I do not even ask that you face me alone, but fight, and cease standing there!"

Max jumped guiltily. He hadn't realized that his thinking had allowed the others to freeze long enough that Elliot thought they were going to leave. He nodded at Vankar, Pelle and Arthur. Each centaur approached the large lizard-like man and threw their Power Spears.

The others followed suit, but Max hung back and continued to think. ~Is there any way we can talk him out of this? I don't like being the leader, it's not my place, and Princess Anri won't take over, she says the Orb of Light chose me and she hasn't the authority to supercede it. Whatever the heck that meant.~

A scream shocked Max out of his ponderings, as Arthur was tossed several feet from his pervious location by one of Elliot's swings with his mammoth sword.

~Not the strongest there is, but at least he's helped weaken the man.~

Max honestly felt bad about fighting the General twelve-to-one, but saw no alternative, as none of them alone was strong enough to face him. Biting his lip, Max stepped closer, and noticed that Arthur hadn't been the only one to fall while he was preoccupied. Tao and Khris both had fallen, after rushing the General when they had exhausted their magic. Which left Luke swinging at Elliot, Gort preparing to do so, Anri beginning a spell to launch at him, and Lowe looking around for someone to heal. Puzzled, Max looked for the other two, as Gong and Diane should have been around somewhere.

When Vankar collapsed, Max saw the missing two on the other side of him, and he berated himself for getting so deep into his thinking that he could miss so many falling.

~If he's already taken out half of us, how will we stand a chance?~ Max got ready to rush the large lizard man after Anri's spell connected, and the two gladiators had swung their axes. But Elliot moved faster and jumped through the gap between Pelle and Anri to swing at Max's head.

Nearly falling over, Max jumped back, noticing that he'd nearly had his breastplate carved open. As Max caught his breath, Elliot was distracted by Pelle throwing a Power Spear once more at the General. After countering the spear with a swing that felled the centaur, Elliot turned back to Max.

Anri rushed between the two fighters as Elliot's sword slashed where Max's stomach should have been, and then both gladiators swung at the General, while Lowe healed Anri as best he could.

Max saw the general regaining his strength with each breath, and it hit him even harder how outclassed he and the Shining Force were.

To make matters worse, Elliot next swung at Lowe, taking the healer out in one clean swing, and knocked Anri out on the back swing. In desperation, Gort and Luke both jumped at the General once more, only to fall back, exhausted, but having left Elliot nearly so himself.

Being stubborn, the large reptilian stalked toward Max all the same, stepping over the fallen fighters.

"Why won't you give up?" Max began babbling, not wanting to kill the older, stronger man, "We might be able to save Emperor Ramladu, so why won't you join us, so you can help him recover?"

"It would betray my vow to follow his orders unto death," the gravelly voice only moved closer, as Elliot even moved faster than Max when gravely injured.

"I don't want to kill you any more than I want to die," Max shook his head and continued walking backwards, hoping that none of the numerous rocks would trip him, "I could learn so much, you're a much better swordsman and a better leader too, dammit, WHY!"

This time the General was silent as he continued stalking toward the panicking swordsman. Finally, Max did trip over a stone in the plain, and Elliot brought the sword upward in the beginning arc of what were fatal swings for the rest of the Shining Force.

Scrambling to stand, Max barely got out of the way of the blade, "I won't kill you. There's no reason to. You're a good man."

With a growl, Elliot swung blindly at the youth, and then screamed as Max jumped away, "Then you are a coward!"

"No kidding!" Max yelled back, "I never wanted this role in life! I was content being a trainee in Guardiana! I didn't mind the treatment there, as I was safe! I haven't been safe since! If you don't keep fighting, you can take over, and I'll follow orders! I'm better at that anyway than giving them!"

Elliot froze, realizing what the boy's problem was. Then the General grinned, though the beak on his face didn't show it as a human would recognize, "Then why don't you just surrender?"

"I can't do that either," Max looked at the bodies of the others, "It would disappoint them too much. Why can't you just give up?"

"For the same reason," Elliot's stalking didn't seem as threatening, so Max didn't back up. He didn't feel frightened now, so when Elliot reached him, Max couldn't have been more surprised by the sudden action Elliot took of bringing his sword up in an arc again.

As no one else could jump between them, Max figured he was as good as dead. But even as that thought registered, he blinked and realized that Elliot was stuck on the Long Sword he'd blindly brought up as his instincts forced him to react to Elliot's rush.

"I told you that one of us would die on this battlefield," Elliot let his sword fall, "And I hoped all along it would be me. You are the hope this world has to be saved from Darksol. I am not. There are many who can see it, even if you can't. Do not allow their hopes to be dashed."

"Why did you do that?" Max ripped the blade from the other's body and gasped as he fell.

"Your instincts are strong, you just think too much," Elliot laughed, "Please free Emperor Ramladu from Darksol's power."

~

I know the end wasn't word for word, but I had that pop into my head once, and it's too emotional to even try to keep word for word. Especially since during the battle, there weren't words spoken between Max and Elliot.