SUMMARY: Max has been gone from the small town of Ari for two years. Now, she's back, but completely different. Fang is still the bad-boy she remembers, but now she has become the thing he hates the most – a rich snob. Will anything convince Max that being rich doesn't mean she can't have proper friends? FAX.

DISCLAIMER: I do not own Maximum Ride.

Chapter One – Bitter Betrayal

Fang's POV

The beachside town of Ari was small, with a distinct history of wealthy families. Among them were the family that owned half of town – the Rides. Jeb and Val Ride owned the mansion on top of the cliff that overlooked the ocean and the rest of Ari. They had moved away two years ago, dragging their fifteen year old daughter, Maxine Ride, along with them.

Fang had known Max since pre-school. Well, he'd known ninety percent of the current student body since pre-school as well. The town was too small to have more than one school, no matter how many times the Cliffies petitioned for a private school. He'd first come up with the term 'Cliffies' (the rich snobs who lived in the mansions on the cliffs) in grade 4, and the term had spread like wildfire. Soon, every Non-Cliffy was using the term to refer to the upper-class citizens of Ari. He'd become a sort of legend after that.

Max had been so wild and free that most of the time he forgot that she was a Cliffy. They'd been best friends – along with Iggy and Nudge - and he had loved hanging out with her. However, it was in Jeb's best interests to break up any friendship they could have. He'd enlisted his complacent wife, Valencia, to start teaching Max the 'proper' way to act. She'd even gone so far as to make the right type of friends for Max – always inviting them to the mansion and forcing Max to do activities with them. Max had complained about the whole fiasco, but he couldn't help but notice that they were spending less and less time together. Her mother was monopolising her time, and thus they were growing apart.

But Valencia's efforts couldn't stop what happened in the caves along the beach. He'd taken her there as a last effort to keep their friendship. But then he'd done something he shouldn't have and the next day the mansion was packed up and the whole family was moving away. They'd played it off as a business move, but Fang knew better.

And here he was, two years later, leaning against his car in the school car park and smoking his second-last cigarette. He'd promised himself that he'd quit after he finished this packet. There was one more safely tucked into his pocket, alongside his lighter.

"You know that the teachers can see what you're doing, right?" Iggy said from his perch on the hood of Fang's car.

"I know they can see me. But are they going to stop me? No, because technically school hasn't started yet and I don't consider myself on school property."

"Whatever, they're just scared of you," Iggy laughed.

"That too," Fang agreed.

"So…" Iggy said, clearing his throat. "Did you hear?"

Fang didn't respond because the answer was obvious. He wasn't one to listen to any gossip unless it directly concerned him.

"Well…um…" Iggy stalled.

Fang waited, trying not to let his frustration show.

"Maxisbackintown," Iggy spat out.

"What? Talk slower."

"Max…is…back...in…town," Iggy restated.

Fang let his breath out in a huge whoosh, unaware that he'd been holding it. He was sure emotions were playing on his face, so he quickly shut down. He wouldn't let anyone see his reaction to that particular news.

"Her parents moved back into the mansion on the weekend. Apparently she's changed…like, heaps. Valencia must have sunk her claws into her. You know that she always wanted Max to be a proper lady and all that shit," Iggy explained.

"Yeah, I remember," he said tersely.

"Well, she starts school today."

"Are you sure she can stand attending a public school?" Fang asked bitterly. For some reason he felt betrayed, like she'd changed to spite him. He knew the feeling was stupid, but he couldn't stop it from taking a hold of his body.

"Well, I'm assuming that's her car right there," Iggy said, indicating the shiny silver Porsche that just entered the car park. Fang eyed it as it slowly pulled into a space two cars down from where he was sitting. Maxine Ride stepped out of the car and stood still for a moment, like she was unsure what to do. Then Lissa, also known by half the grade as the Rich Bitch, stepped out of the passenger side and looped Max's arm with her own.

When they passed by his shitbox of a car, Lissa looked at him with contempt and – although she tried to deny it – lust and wanting. Max seemed to be looking straight ahead and ignoring him completely. He couldn't tell if she knew he was there or not.

"Nice car. Did daddy buy it for you?" Fang called out, even though the answer was perfectly obvious.

She stopped and turned to face him. Recognition flashed through her eyes, making them widen slightly. She was looking at him, taking him in, so he took the opportunity to return the gesture. He looked her over, taking in her changed form. When she was fifteen, she'd been a little bit gawky with a promise of amazing beauty to come. She was too skinny for how tall she was and she'd been slightly awkward (in an endearing way). Now, she'd obviously grown into her body. She was gorgeous, he could admit. Her dirty blonde hair was longer and styled nicely. She had breasts now, that were full and lush and perfectly in proportion to her slim and promising figure. Her brown eyes were the same, but lacking the joy that used to dance within the beautiful orbs.

He briefly wondered what she saw in him, but the slight blush on her cheeks told him all he needed to know. She was thinking of the night in the cave, just like him. They'd been young then, but now they knew a lot more about life. He smirked at her and her blush deepened.

Lissa nudged Max with her too-skinny arm and gave her a look. The blush disappeared from Max's face and was replaced with an icy demeanour he didn't recognise.

"The car was my birthday present, thank you very much," she stated, raising one delicate eyebrow at him.

So it was true – she'd become a true Cliffy. The icicles hanging from her mouth gave her away. His smirk disappeared and he knew she noticed. He took a final drag of his cigarette and dropped it on the ground. He stepped away from his car and squashed it under his shoe, making sure to stand so that he was only a few inches away from Max. When he was done he regarded her coolly before he walked towards his first class with Iggy trailing behind. He smirked when he felt her eyes following him.

Max's POV

Maxine Ride couldn't concentrate for the rest of the day. When Lissa introduced her as 'Maxine' to her friends, she had to bite her tongue to stop herself from correcting her. Max had been her nickname throughout school, and she'd only started being called Maxine two years ago… after the cave incident. She gritted her teeth. She would not think about that particular night.

Instead – knowing it was inevitable – she focused on Fang. He'd changed so much. He was more closed off than ever – refusing to give even the slightest hint of his emotions. It was like he'd erected an emotional shield. She'd had to use all of her knowledge about him to even guess what he was thinking. His smirk was exactly the same. It had always made her feel special when he smirked at her like that – but now she just felt empty and alone. He still clung to the bad boy image. Except now she believed the image a whole lot more than when they were kids. She could see in his eyes that he was dangerous, that he could hurt someone really bad if the need ever arose. The cigarette in his hand was redundant – she could tell with one look that he was someone to be wary of. He practically oozed masculinity and danger.

He looked good too. He was tall with defined muscles that made her heart skip a beat. He'd filled out since she'd last seen him. Jet black hair fell into his eyes – which were dark and dangerous. They were filled with mysteries that she desperately wanted to unravel. But it wasn't her place to know those mysteries. She was a Ride and he wasn't worth her attention. She knew that nothing would ever come of their friendship. Well, she knew that now. She didn't know it back then…

"Maxine, will you be sitting with us at lunch?" Lissa asked, as if the answer wasn't perfectly obvious.

As soon as the Rides were comfortable in their home, Valencia had invited Lissa over. Max remembered hating Lissa when she was younger. The girl was as hard as plastic, and often looked like it too. She'd taken to calling her Barbie in her thoughts. Her long red hair was perfectly groomed. Her bright green eyes were always hard and shiny, like she knew everyone was looking at her when she walked past. She was incredibly skinny with proportions that should have left her toppling over with the slightest breeze. But Lissa was her friend now. She had to play nice with all the other Cliffies so that she would have contacts when she was older. She couldn't miss her old friends and she definitely couldn't miss Fang.

"I would love to sit with you at lunch," Max replied, smiling appropriately.

"Excellent," Lissa said with a too-bright smile. Her fingers dug into Max's arm as she led her through the maze that was the cafeteria. They stopped at the table in the middle of the room. It was the cleanest, most desirable table. She had to refrain from shaking her head at the whole scene. She had to remind herself that in a school like this, every little thing – no matter how inconsequential – mattered. If that meant that the rich kids got the best table, then so be it.

"So, we've heard a lot of rumours about why you left, Max. Do you want to fill us in?" Kathy, who was a particularly curious girl, asked. Kathy was no doubt the centre of the school's gossip mill.

"Kathy," Lissa hissed with a discouraging look. "Sorry Max, Kathy wasn't born on the Cliffside," she added, as if that explained everything.

"Uh, that's okay. We just left for business. Mother also thought it best that I get a proper education from a private school for a few years," she lied. She didn't want to think about why she'd been forced to move from her home town. "We couldn't stand to be away from home for very long though, so as soon as business was wrapped up we moved back." She didn't add that it had taken a lot of coercion to convince her mother that she was 'proper' enough to resist the temptation of particular 'unworthy' friends.

Kathy didn't seem pleased by the story, but she didn't look like she thought Max was lying either.

"Well, we're glad you're back. When are you having the party?" Kathy said.

"Party?"

"Aren't you having a party for your arrival back in town?" Lissa asked, her brows puckering slightly.

"Oh. I'll have to consult with mother. She's making all the arrangements," Max said, not knowing if that was the case or not.

"Excellent. Who will you be inviting?" Lissa and Kathy both looked extremely interested.

"Well…I suppose you two will need to help me. I have no idea who's who nowadays. Maybe you guys could draft a list?"

"Terrific!" Kathy said enthusiastically while Lissa tried to pretend that she didn't care.

Max ate her carefully prepared salad and tried to surreptitiously watch the people around her. The Worthington twins had grown quite handsome since the last time she'd seen them. They were heading towards her table, no doubt rich enough to hang out with Lissa and Kathy.

Max also spied Nudge, one of her old friends, chatting amiably with a bunch of girls wearing high socks and pigtails. A pang went through her chest at the sight of her old friend. Nudge hadn't changed one bit on the outside. She'd grown even more beautiful with brown skin and amazing hair. Max wished she could just give the girl a big hug. But she wasn't sure how Nudge – or Lissa and Kathy – would take that. Sure, Nudge was a Cliffy (barely), but Max didn't feel confident enough in her new situation to initiate anything.

The Worthington twins finally joined their table and chatted to Lissa and Kathy. Max knew she should have been joining in to the conversation, but she couldn't bring herself to stop looking just yet. She finally stopped deluding herself and admitted that the one person she was looking for wasn't here. Her shoulders sagged as thoughts of Fang threatened to overtake her.

"Max?" a sweet voice called from her side. Max's head snapped up until she was looking Nudge squarely in the face.

"Nudge?" Max asked, her hopes rising.

"I heard you were back in town. How have you been?" Nudge pulled out a chair and plunked into it, looking excited and a little sad at the same time.

"I've been fine. We just moved back in last weekend."

The table was silent as they listened to her speak. Nudge didn't seem to mind, so Max tried to push it out of her mind.

"Well, that's good to hear! We'll have to get in touch real soon. Unfortunately, I have to go to an emergency band practise right now, but I'll definitely have to talk to you later." With that, Nudge was off to her next location. She was like a whirlwind, the way she greeted every second person on her way to the music block.

"You should definitely invite Nudge to your party. She's so nice and friendly to every single person. Everyone loves her," Kathy said with a smile.

"Yeah, I swear that girl is best friends with everyone," Lissa added with a slight scowl.

"Maybe you should just invite all the seniors to your party, Max," Kathy said with a bright grin. "The losers wouldn't dare show up and that way you can get reacquainted with everyone!"

Lissa nodded slowly, a rare smile stretching across her pretty face.

"Uh, okay. If you guys say so." Her heart grew warm at the thought of inviting Nudge to her party. Just to have a piece of her past in her home made her smile.

Slowly, Max got over her fascination with finding Fang in the cafeteria. Fang was a part of her past that could never happen. Nudge, on the other hand, could easily be her friend. So, with a somewhat lighter heart, Max focused on the future her mother had shown her. The only future she could possibly have.

A/N: So, what did you think? Please review!