Disclaimer: Okay, I don't own any of the characters except for Kat. I wish I did, but I don't . Dang it.

CHAPTER ONE

The cave was wet, cold, and extremely clammy. Not the best place to crash, I know, but it would have to do for my flock and me.

If you bother to actually read this instead of just skimming it, then I guess you should know a little bit about us. I'm Max. Maximum Ride, that is. I'm fourteen (the oldest) and the leader. I can fly at speeds of, like, 200 mph. It beats air conditioning on those hot days.

There's Fang, age fourteen, four months younger than me. He's strong, silent, and…well…kind of good looking…

Iggy, age fourteen (six months younger than me) and blind, comes next. He is awesome at making bombs and he can know who anyone is by just touching them. I think it's cool.

Then comes Nudge, eleven year old chatterbox. We call it "The Nudge channel – All Nudge, All the Time." Her special ability if you will is hacking into computers and feeling emotions from leftover vibrations.

Next, the Gasman (don't ask). He's eight and can mimic anyone's voice. Gazzy and his sister Angel are the cutest mutants I have ever seen (not that I have seen many).

Gazzy's little sister Angel has the biggest blue eyes ever. She may seem cute, but is very creepy at times and can be lethal if she wants to be. She can read minds, talk to fish, and breathe under water. It is so unfair that the little kids get the best powers.

Also, there's Celeste, Angel's stuffed bear, and Total, Angel's talking mutant dog that can jump thirty feet in the air.

Oh yeah, there's one more thing we all have in common: we all have wings.

Now, I'll get back to the story.

­­­­"Fang, can you check what's further in this cave?" I asked, tucking a somewhat dirty sweater under a sleeping Nudge's chin. Fang nodded and started walking deeper into the darkness. He was back in all of three seconds.

"It's way small and smells bad," Fang said flatly, sitting at the fire again. Iggy looked up from roasting a curled piece of bologna on a stick over the flames.

"So is Gazzy, but we don't hold that against him," he said, smirking as only Iggy can. I sighed and carefully stepped over a snoring Total.

"So," Fang said, breaking the silence. "Who's gonna take first watch?"

Iggy and I looked at each other, and then both pointed at Fang. He sighed and looked at the fire.

Suddenly, a noise behind me made me whirl, my fight-or-flight senses kicking in. Fang stiffened and Iggy put his finger in Fang's belt loop. But it was only Angel, sitting up from the floor, wide eyed.

"Max," she whispered. I walked over to her and hugged her.

"What is it, sweetie?" I asked. Yeah, I can't read minds, so I have to ask the old fashion way.

Angel looked up at me, her face shadowing from the fire. Her blonde, curly hair, so like Gazzy's, seemed frail and limp. "Someone's here."

CHAPTER TWO

I sat up straighter, a chill running down my spine. My face turned to stone. Seeing my expression of terror, Angel said quickly, "Not Erasers. But something…"

Erasers. I guess you haven't heard about them. Well, I can describe them all in one word: vicious. They are half man, half wolf predators with wings. At the School, the place run by mad, sicko scientists where we were created, they were the guards. The punishers. The killers. We really don't like each other (can you tell?).

I turned to look at Fang and Iggy. Fang stood up slowly, whispering something to Iggy that sounded something like, "Stay here." He walked over to me and Angel.

"Okay," I said, already making a plan in my head. "Fang, wake everyone up. If this thing is dangerous, we all want to fly away, and fast. Angel, can you pick up anything at all that could tell us what this thing might be?"

Angel looked thoughtful for a moment, and then said slowly, "I think it's a human. But I'm picking up images of a bat's. It's really weird. I've never read a mind like this before."

By now, Gazzy, Nudge, and Total were wide awake, so they were sitting quietly next to Iggy, staring at me with looks that read, Max, you're the leader. What's up?

I was peering into the darkness, wishing that I had a flashlight or something, when I saw it. The thing, that is. Not the flashlight. A big, black thing, carefully inching its way closer to our campsite.

"Who's there?" I called, thinking to myself, Monsters aren't real. Erasers are real, but other monsters are not real.

Says who? The Voice in my head asked. I ignored it. Oh yeah, I have a voice in my head. But I guess you already knew that. Anyway, I stood taller, trying to make myself bigger. Fang stood beside me, his dark eyes glaring at the thing, which hadn't answered my question.

It kept moving closer and closer. "Who are you?" I asked meanly. "Come out to where I can see you."

So it did. But it wasn't a monster. It wasn't an Eraser. It was a human. A very thin, very frail girl. I mean, we were thin, being the mutants we are, but we weren't as thin as she was. Her skin, white as paper, looked leathery, and the hair on her head was cut into a skater fashion and was dyed purple, red, and black. It was hard to tell what color it really was.

Well, she didn't seem like much of a threat. I took an apple, put it on a paper bag, and placed it in front of her. And wow. She scarfed that fruit down like there was no tomorrow. Fang, catching my drift, put another apple in front of her. That was gone in all of five seconds. So we put various pieces of fruit by her and then we gave her the canteen. She drained it. Then, we tossed her a piece of meat.

She didn't touch it. She stared at us, then crawled closer to the fire and sat down by Iggy, who sensed her movement and slid further away. She seemed unafraid, like she didn't care about who we were. Like, we could have been ax murderers and she wouldn't have noticed. Hmm.

I sat across from her and said slowly, "So, who are you and what's your story?"

"This is my cave. Get out."

CHAPTER THREE

Whoa. I wasn't expecting that. "Um," I said, trying to comprehend. I glanced at my flock, and saw five very confused faces.

"I said, this is my cave," the girl said, staring at me. "I live here. Back there," she pointed at the darkness. Then, she looked kind of guilty.

"Look, I'm sorry. I mean, you fed me. I can't last on only blood and fruit," she said, looking at me. My eyes went wide. Blood? Did she say she eats blood?

"Okay then. Um, but what's your story? Why are you living in the back of a cave?" Angel must have read my mind again, because she asked just what I was thinking. We all nodded and stared, waiting for an answer. The girl looked skeptical.

"If I tell you my story, you have to tell me yours, or else," she said solemnly. I was curious what 'or else' was, but Fang shot me a look that read, 'Let her talk.' So I nodded again in agreement.

The girl looked around at us, letting her gaze rest on Fang. Then she began.

"I'm Kat. I'm thirteen, or so I think I am. I…well, I have wings. Bat wings. I'm part bat; you know, the blood, the fruit, and so on. I was created at this evil place by sick, twisted scientists in white coats called the School. I just escaped a month or so ago. I live here, as I said before. Now, who the heck are you?"

Oh. My. God. I could not believe what I was hearing. My jaw dropped about a foot. A girl, a winged bat girl created at the school, just like we were, was sitting right in front of us. Was this a joke? But no, she was looking as serious as ever.

Suddenly, she looked scared. "Who are you? Why are you in my cave? Why? Are you spies? Erasers?"

Fang held up his hands in a 'Whoa Nelly' style. So, she knew what Erasers are. Maybe she's not lying… "Slow down. We'll tell you who we are," he said, after looking at me. I took a deep breath, and started.

(I know what you're thinking: why trust a total stranger with our life story? Well, she seemed real to me, and, if she did come from the School, like us, then maybe she could help us. You know, with my so called destiny.)

"I'm Max. This is my flock, Fang, Iggy, Nudge, Gazzy, and Angel," I began before Total interrupted me with a loud, "Hmph!" I sighed. "This is Total. We have bird wings. We were created at the School too, just like you. No joke. We just came from Itex, this one big company that I'm supposed to save the world from. Oh, and I have a voice in my head."

Way to keep your mouth shut, Maximum. Go ahead and give away your identity to a total stranger. How do you know you can trust her?

How am I supposed to trust you? I thought in reply. For once, the Voice didn't say anything in return. Fang was staring at me and the girl, Kat, at the same time. Wonder what he was thinking…

Well, I knew what Kat was thinking, because she said it right out loud. "Whoa. I'm not the only one who escaped. Maybe you can help me."

"Um," I wasn't ready for that yet. I mean, sure, we might be of help, but first –

"First, you need to tell us how the heck you can live beck there," Fang said, completing my train of thought. Everyone, including me, nodded and gazed. Kat squirmed in her seat.

"Okay, truth is, I don't totally live here, if you're going to be practical," she said, looking into the fire.

"We are being practical," Iggy said tersely. I shot him the bird, but of course, he couldn't see it. Argh, I hate him being blind.

"Fine. I live down there," Kat pointed down out of the cave at a huge forest. I closed my raptor vision on it, and saw that, inhabiting all of the trees was hundreds, practically thousands of fruit bats. Well, that explains something.

CHAPTER FOUR

Kat told us all we needed to know, and then curled into a ball by the fire and fell asleep. We all were wide awake, staring at her as if she carried a dangerous poison that would kill us all if we even touched her.

My head had started pounding, so I rubbed my temples wearily as Nudge said, "Can we keep her?" So like Nudge.

"Nudge, she isn't a pet," Fang reasoned, poking the fire with a twig. "She might be harmful."

"But she might be harmless," Gazzy said back. "I mean, she looked totally cool."

"I can't pick up any thoughts that are bad, you know, like 'I am going to kill the flock tonight in their sleep'," Angel added, which just made me realize the possibility of being killed in my sleep. Crap, there goes my night of R&R.

Maximum, don't delay yourself. If you bring her along, she could be a downfall or a great addition. It's you're decision to make.

"I know, I know, but it's not that easy!" I cried out loud by mistake. The flock turned to stare. Luckily, Kat still slept soundly.

"The Voice?" Fang asked understandingly. I nodded in frustration. Why couldn't I just beat my head with a stick a few times and get rid of the Voice? But then again, nothing in my life could be easy.

Max, I'm not here to hurt, I'm here to help. You have to understand that in order to achieve your destiny.

I hope that the Voice knew how totally lame that sounded. I sighed and said, "Okay, guys, get some sleep, we'll probably have another tough day tomorrow. How great does that sound?"

Iggy smirked and stacked his fist on top of ours. We tapped them and lay down to sleep. I walked over to the fire and poked it, ready to poor water on it. Fang stepped over Kat silently and sat down next to me.

"So?" he asked, sounding impassive. But I knew he was concerned by the stiff set of his jaw. I looked at him and said, flat out, for the first time in all of my fourteen years of life, "I don't know."

Fang blinked, his version of astonishment, and then continued poking the fire as if nothing had happened. "You know, she might have some pretty cool abilities that we could use," he said casually.

"Yeah, but she could use those same abilities to kill us, too," I protested. "We'll have to see how this goes. I mean, we'll be leaving tomorrow. I don't know if she's coming with us or not, but I do know that I can't stop her if she wants to."

Fang nodded. "Look, you get some sleep. I'll take first watch," he said, patting my back. I grinned gratefully and lay down on the cold, hard floor of the cave. The last thing I heard before drifting off to dreamland was the girl Kat singing a song softly in her sleep.

I'll spread my wings

And I'll learn how to fly

I'll do what it takes

Till I touch the sky

And I'll make a wish

Take a chance

And break away…

CHAPTER FIVE

I was startled out of sleep the next morning by Nudge saying in my ear, "Max? I'm hungry." Wincing at the brighter than bright sunlight, I groaned and forced myself up. Iggy had taken watch after Fang and was already up, roasting eggs that he found somewhere over the fire. Gazzy and Fang were still snoring, and Angel and Total were trotting happily around the cave. All seemed normal, but…

"Where's Kat?" I asked, closing my eyes in pain when I stood up. Sleeping on the ground all night can do that to you. I kicked Fang and Gazzy until they awoke before getting the answer.

"Present," Kat said, stepping out of the darkness in the back of the cave. Startled out of my mind, I whirled and gaped. Now that it was daylight, I could see the true Kat. And wow!

Kat was dressed in a pair of black jeans, a black shirt, black socks and tennis shoes, and a black hair tie on her wrist. Her hair was black, purple, and red, styled in a skater fashion that was short and layered. She was thin, but curvy, and looked like she was wearing red lipstick too. I also noticed that around her neck was a necklace with a black heart and a red heart in the center and two silver wings on the side. Interesting.

Fang, Total, Nudge, Gazzy, and Angel were staring with me. Iggy was still content on cooking. She regarded all of us calmly, and walked over to the fire. Sitting down, she poked Iggy, who jumped a mile in the air and whirled, thinking she was an Eraser. Kat laughed and took the eggs from him. He scowled. Fang walked over to her and whispered something to her. Smiling, she gave the eggs to him and turned to the exit of the cave. Suddenly, for all of us to see, she fully extended her black wings. And, God, were they awesome.

They were the wings of a flying mammal bat alright. Totally black and gleaming, they had little bumps and veins running all over them. They were maybe twelve, thirteen feet across.

Kat smiled and started running before taking off. She rose gracefully in the air and started making weird sounds.

"Ecolocation," Iggy said softly. Of course, he couldn't see Kat, but he heard her. I think Canada heard her. She screeched at the top of her lungs and was rewarded with more screeches from other bats down below. She waved to us and flew to join the bats.

"Wow," I remarked. I turned to Fang. "What did you say to her?"

Fang set the eggs on the ground and backed away as the other kids and Total dug into them like, well, Erasers. Then he looked over at me and replied, "I said, 'your friends are calling'."

I smiled. So like Fang to say the most obvious thing and have it work like a charm. Why can't I do that?

But you can do other things, Maximum, said the Voice. I groaned inwardly.

Long time no hear, I thought. If the Voice could sigh, I will bet anything it did just then.

Max, have you thought at all about Kat?

Yeah, I guess. Liar, liar, pants on fire.