Disclaimer: I do not own Max Steel or any products, songs, movies, etc., mentioned in this story.

Chapter 1

Rachel: Perhaps the scariest book I've ever encountered is "A Christmas Carol." Not because it's particularly scary mind you, but when you think about it, it can be quite frightening. I mean who wants to remember a past they tried so hard to forget?

Who wants to realize the real agony they feel in the present while they are try hiding it? Who wants the fear of knowing their future when they are trying so hard to live just to the next day? But as I found out, we all have our own ghost. Some are memories, some are thoughts, and some are... people.....

Location: Abandoned Warehouse?
Mission: Surveillance Only Organization: Unknown

"Max come in," snapped a voice over Max's biolink.
Max smiled. "God is that you?"
"Very funny Mr. Steel," Rachel said without any emotion, "That's exactly who you will be meeting if you don't get out of there," she added coolly.

Max smiled and looked around the room. "Can't leave just yet Rach. Gotta find the bad guys…"
"Not today you don't," cut in Rachel, "You don't have proper back-up!"
Max sighed. "Sorry Rachel, but I'm doing this the Max Steel way."
"The Max Steel way is going to get you killed," Rachel yelled.

"Ah Rach, I didn't know you cared," Max cooed. Spotting a light in one of the office rooms, Max decided to end his little conversation. "Uh oh bad guy alert," he said reaching to turn of his bio-link.
"Max don't you..." It was too late.

Max had turned off his bio-link. Rachel slammed her hands on Berto's counsel.
"Hey watch the equipment," Berto shouted.
"He's going to get himself killed. I'm going after him," growled Rachel.
"But Smith said...," Berto began.
He sighed as Rachel just ran out the door paying him no attention. "Nobody ever listens to me," he groaned.
A few minutes later Rachel was creeping down a hallway looking for Max. "I swear if he's alive I am going to kill him," she muttered under her breathe. She stopped short as she heard voices in a room in front of her.

She cautiously snuck up to the door. She could hear Max talking to someone. Suddenly she heard a gunshot and Max yell. Out of instinct she burst into the room. Max was standing a few feet away from a man with a gun.

A bullet hole mark was on the wall an inch from Max's arm. The man had his back turned to Rachel so she couldn't see his face. And yet there seemed to be something oddly familiar about him.
The man raised the gun to Max again. Panicking, Rachel ran forward and kicked the man.

The man surprised turned around hastily hitting Rachel across the head with his gun.
Everything seemed like slow motion while she fell. She began to black out, but before doing so she caught a look at her assaulter. She gasped.
It was... She went blacked out.

Meanwhile the man also got to get a look at Rachel. Upon seeing her he also gasped. He stepped back in disbelief dropping the gun on the floor. By this time Max had recovered from the shock of Rachel's sudden appearance. He charged at the man full strength.

The guy's attention turned toward escaping. He threw down a small ball and ran. The ball began to leak out some sort of gas. Max started after the guy, but decided getting Rachel and himself out of there might be the better choice.

He bent down and picked up Rachel. He turned looking for the exit among all the gas.
With some effort he found it, and soon both agents where outside. Max laid Rachel down on the ground.

He had already tried several times to wake her up, but he couldn't.
"Berto! Berto I need the Behemoth here now! Rachel's down."
"On my way now Hermano," replied Berto over Max's bio-link.
Max bent back down and picked Rachel up in his arms. This was his entire fault. She had told him not to go on, but he did anyway.

If she died because of him.
Behemoth came over head. Berto lowered a cot from the plane. Max put Rachel on it and Berto pulled it up. Then Berto threw down a ladder.

Max climbed to the top.
"Let's go you," he shouted at the pilot of the plane. The pilot nodded and put the plane into full gear. Max turned and looked at Berto. He was checking out Rachel's condition.

A sigh escaped from Berto's lips.
Max felt like his heart had just stopped. "Is she..." Berto shook his head and smiled slightly.

"No, she's going to have some headache when she wakes up, but she'll be ok," he explained. He suddenly chuckled softly as a thought hit him.
"Guess this means all of N-tek is in for a week of hell." Max looked away from Berto.

He didn't find any of this funny. Rachel was hurt and it was all his fault. Berto frowned and came over to his friend. He put his hand on his shoulder.
"Max, it's not your fault," Berto said, trying to comfort his Hermano.

Max just laughed bitterly and walked out the room.
Berto sighed. He knew Max was going to beat himself up about this for the next year! He turned to Rachel.

She rocked back in forth mumbling incoherently.
"Hmm. Must be having a nightmare," Berto observed.
He moved over to her, and picked up her hand.
Rachel sighed, and settled down. But the dreams she was having continued, dreams of friend of the past.

Ok. I have failed miserably at all my other action fics. I've been trying to come up with something good for days! I hope this makes the cut. Read & Review!