Hi guys, this is my third MR fanfic, I got most of my inspiration from the song Guardian Angel- Red Jumpsuit Apparatus. I don't know why but that song makes me cry... WELL ENJOY!

Disclaimer: Nope, I don't own Max Ride, I would like to very much though:P

~Max's POV~

It's just me and Fang flying right now. The flock is asleep in a big fancy shmancy hotel. I'm glad everyones resting. We all need it. Saving the world is a tiring job... I can't complain though, no school... oh yeahhh.

Anyways it's just me and Fang, flying in the cold night air. the city lights far below. His hand tight around mine, okay... I admit... This wasn't the most comfortable position for flying but nothing could ever pull me away from Fang. Nothing... Especially since we couldn't as much as breathe on each other when the flock was around... Blame it on the innocent minds of little children. Anyways... Flying... There's no words to describe the feeling of being hundreds of feet up in the air, with the person you love with you life smiling and flying close beside you, the cool night breeze brushing against your face and under your wings... It sounds corny.. But there's something special about that. Very special.

"Max? Do you see that?" Fang asked and all of a sudden, he pulled me into the safety of his arms, shielding me from whatever it was that he was worried about. Then I saw. Over his shoulder, a flock... (Can I say flock?) of Mgeeks and Flyboys with... what were those? Machetes?

As they got closer, I saw claws... Large, sharp, pointy metal claws piercing out of their knuckles... A bit like Wolverine from X-men... WHAT? I like seeing mutants... makes me feel normal... Kinda..

"Fang, move!" I shouted, shoving him away. I could fight my own battles and he was going to get seriously hurt if he kept watching out for me, I saw his face for a second... Did he look.. hurt?

"Sorry," I mouthed, he smiled and nodded and they approached. Sheathing and unsheathing their claws like an angry cat, waiting to attack. I looked over at Fang who was already busy fighting off a large, RATHER UGLY, eraser. Punching him hard on either sides of his face... Mmmm, he looked sexy. Focus Maximum. Thanks voice, MAKE me turn away from his-

"MAX! WATCH OUT!" I heard Fang yell and I turned just in time to see four sharp knife-looking claws about to stab into my chest, I braced myself, flapping franticly and trying to get away when Fang swooped in front of me. I heard a loud squelching noise and flinched. Not Fang. Not Fang. Not Fang. PLEASE! Not Fang!

"FANG!" I screamed as he turned around and I saw a dark dark patch of blood slowly pooling and spreading on his chest on his black shirt. His eyes fluttered and he started to lose consciousness, flapping clumsily, like a beginner. I helped him, holding tight onto him as we struggled to get to safety. The Erasers chuckled and flew away... Thank god.

"Max..." Fang rasped, reaching up to stroke my face as I set him down onto a grassy hilltop.

"Fang, you've got to keep breathing. Don't close your eyes okay? Just don't think about the pain. We can make it through this! Just-"

"Max... I love you... Don't worry..." Fang said huskily, I saw his chest rise and fall unevenly, struggling for breath and I vaguely felt the stinging of my cut cheeks as the tears ran freely down them.

"Fang. You HAVE TO STAY alive. Stay with me!" I screamed, burying my face in his neck. I didn't know what to do. There was so much blood. So much.

"There's nothing you can do, love. You've done everything right... I love you. I love you so much." He smiled, kissing my cheek. I pulled his shirt up, ripping strips off my shirt and pressing them to the wound.

"You're. Staying. With. Me." I said, saying each word firmly even though my entire body was shaking wildly.

"Max... Do you think they'll let me into heaven? I know we don't believe in them... but do you think so?" He asked gently, tracing the tear marks on my cheeks and I pressed my face into his hand.

"Don't talk like that! Please! You have to stay with me Fang! I love you. I love you. PLEASE!" I said, he looked so peaceful. That's how I knew... I knew.

"I can see the light Max... It sounds stupid.. but I can see it." He smiled wider, holding onto my hand tightly, with all his remaining strength. "Maximum Ride, I have to go now, I think... Just know, I'll always love you. I want you to move on... When you see someone you even REMOTELY have feelings for... Jump at it. Don't think about me. I want you to be happy. More than anything, I want you to smile when I'm gone. Laugh! Be happy with someone. I'm not gonna lie, It'll kill me inside, but seeing you smile... From wherever I'll be... That'll be enough. I love you Maximum Ride. Check my bedroom drawer."

I flinched at his words, kissing his lips gently. He put his hand over my heart. I was shaking uncontrollably now, sobbing madly.

"Why are you leaving me?" I frowned, kissing his lips again, once. Twice. Three times.

"Silly girl, I'm always going to be with you. Don't think for a second that I'll ever leave you. I don't regret this Maximum. I'd die for you any day. I'll be watching over you. I won't let anything hurt you, I promise. You're my only love..." He trailed off as his eyes fluttered more, he rasped and sucked in his last breath and I leaned to kiss him for the last time before I buried my face into his bloody chest and cried my heart out. Not caring about anything but the pain. The heartache. Nothing but the pain.

That was the night he passed away. His hand over my heart.