This is a rewrite of my popular fanfiction, Wither Wings. For now, and Wattpad are the only places that have the new first chapter. I'll be posting it only on FF until I work out the kinks and then I'll add it to Wattpad, Ao3, and Tumblr. Some important information:

-This completely disregards canon after book 3. Nothing in the Final Warning, situations with Dylan, or crazy shit with the apocalypse happened.

-The rest of the Flock is dead. Sorry.

-Max is around 16/17 but, as always, looks older.

-This will feature Steve Rogers, Tony Stark, Natasha Romanoff, and SHIELD heavily. Other characters will pop in for a scene or two, including (but not limited to) Rhodey, Pepper, Bruce, Thor, Jane, Darcy, Ian the Intern, Phil Coulson, Clint, and the Director.

-No, I am not updating Avians and Arachnids at this time. Hold your horses, it will all come in due time.

I know you guys love this story and you've been waiting a long time for it, but constantly peppering me with reviews and messages telling me to update does nothing for my motivation. Suggestions, saying what you liked, speculating on how the story goes are all things that make me interested to continue.

This contains a lot of swearing. I feel that Max has done enough time to be allowed to say 'fuck' every once in a while like a normal 17 year old. Anyone who doesn't want her to swear because she's a lady or they think swear words mean you're less intelligent, can kindly shut the door behind them as they leave.

Thank you for your time.


Pearson hadn't been trained in what to do if someone knocked on the door.

In all of his years of SHIELD training, he still grasped at straws whenever a crisis arose. Steve Rogers, he was not. At the ripe age of 26, Pearson had graduated from the SHIELD Academy later than he should have with a lower grade than anyone should be allowed. Pearson was considered, largely by his own teammates, to be the unofficial mascot. He took care of everyone when the time called for it. Need a band-aid? Pearson. Want a home-cooked meal? Pearson. His official title was supervisory personnel, but everyone ended up calling him Mom.

The light on the top of the coffee machine clinked softly in the half-light of the safe house.

"Pearson," Agent Steele, a slim woman with a buzzcut that showed off her crescent-shaped scar, motioned towards the coffee maker with a gloved hand. "Coffee's done."

Pearson peeked up from the stack of case files he was studying and stood from his chair. Wooden boards that lined the floor of the safe house creaked as he crossed the room and pulled three chipped mugs from a cabinet with rusting knobs. A biting breeze whistled through the cracks in the walls and Pearson tightened his grip on the pot's handle. He poured the coffee into mugs and set them on the card table in the center of the kitchen.

"Thanks Mom," said Agent Casias from his seat near the window. He reached back for the coffee and took a sip before returning to look out the binoculars he was tasked to hold a week ago. Casias grimaced, the light beginnings of a beard brushing against his lower lip. "Black again?"

Pearson returned to his seat and pulled the paper contents out of a manila envelope. "We're almost out of sugar and supplies won't be arriving for another week."

Casias's cup made a light sound as it clinked against the edge of the card table. He shifted his seat so he could better see out the window and looked through the binoculars with a sour expression.

Steele suppressed laughter as she brought her cup to her lips. Her voice was low and tough, like she had sandpaper for a tongue. "What a walnut. Just drink the coffee, Casias. It ain't gonna hurt you."

Casias stuck his tongue out at Steele and fiddle with the zoom controls so he could focus better.

"Very professional," Pearson said with a small grin. Steele was practically in hysterics.

"Yeah, you're one to talk, Pearson," Casias retorted. He grabbed the binoculars with force and brought them to his eyes, muttering about taste buds and sweeteners.

It was raining outside the safe house, which was little more than a cabin in a forest God-knows-where. Trees held together the sides of the two bedroom house like Lincoln logs and a covering of pine needles made the structure nearly invisible from afar. The agents were watching the area for any suspicious movement, but Pearson wasn't exactly sure what that entailed. The case files he was pouring over mentioned a medical research facility ten miles to the north, but it had been abandoned years ago.

It was a throwaway assignment, and all three of them knew it. They were there because no one knew what to do with them. Casias has developed a fear of confrontation and extreme night terrors after a mission gone awry in Cambodia and had almost tranqed a fellow agent. Steele had a short fuse that ended in her skull nearly getting cleaved in two. She was in the process of recuperation. Pearson was...well, Pearson. They were hopeless at deskwork, worse at field work, and remedial training was out of the question. Surveillance was a simple and low-impact mission; even a monkey could do it.

Casias shifted in his seat and sullenly sipped cooled coffee from his cup. He tried his best not to make a face as he looked out into the dense forest. Rain dripped off of branches near the window and, for a split second, he thought he glanced a fox. Casias rubbed his temples and jotted down notes in his case book.

Surveillance Case 8246C: Washington

Team Godot

Agent Luca Casias

11-4-14
11:00

No sign of activity. Will continue to monitor.

Casias glanced out the window again and sighed. "We've been here going on a month and there's nothing."

Steele leaned back in her seat and shrugged. "Then we'll wait a bit longer. SHIELD knows there's something out there, and we'll be ready when it comes."

The flutter of paper filled the silence as Pearson transitioned to the next manila envelope.

"I guess you're right." Casias turned back to the window and sighed, the dark green thickets and tightly-packed foliage offering no answer. He took up the binoculars again. "There's got to be something out there."


Wet leaves muffled the sound of Max's blood-spattered tennis shoes as she came down on the other side of the barbed-wire fence that surrounded the Itex Complex of northern Washington. She could feel the heat of the fire burning behind her and she ran, clutching the deep gashes in her stomach that threatened to spill her guts. She jumped, her wings flapping uselessly in the rain, before collapsing back onto the ground. Maximum Ride was dying and she knew it, she just refused to acknowledge anything except survival.

Max was up again, stumbling through the forest as quickly as her feet would carry her. The back of her shoulders and legs screamed in pain when water hit them. The burns were beginning to blister and peel after being exposed to the elements, charred pieces of her shirt sticky with congealed blood and melted hair.

Max's foot caught on a jagged rock and she fell, dirt and mud smearing over her body as her hands tried to break her fall. She took in an unsteady breath and got up once more, each step taking her farther and farther away from the slaughterhouse.

She ran through the dense packing of trees with her teeth clenched and muscles tensed. Max froze in her tracks when she heard howling in the distance.

Erasers.

She picked up the pace. They were faster and stronger than she was, a factor that would get her killed in an instant. Strands of bloodied hair obscured her vision and she swiped at them with dirt-caked fingertips.

Fuck, fuck, fuck, Max thought to herself as the rain began to come down harder. Fuck this, fuck you, fuck everything.

She heard the stomping of combat boots on the forest floor behind her and pumped her legs faster. The Erasers were gaining and she had nowhere to go. Max pushed past a dense gathering of tree branches and stumbled into a clearing. She hesitated in the light, blinking.

Bad idea.

The Erasers emerged from the tree line, guns in hand and snouts dripping rain. Max backed into the center of the clearing as they circled her slowly.

"Maximum Ride," barked one of them with a red stripe on his collar. He took a step towards her.

Max spun in a clumsy circle and took in the number of Erasers that they'd sent after her. There were only four, but it was enough to take her down. She had to hand it to them, Itex didn't waste a single resource in eliminating subjects that had become outdated. Max's time had come. She stood a little straighter, taller, and put her fists up as her feet slid into a fighting stance.

"There's no use in resisting, Maximum." The Eraser laughed, a harsh sound to Max's ears and took another step forwards. Max retreated in suit. His expression hardened as did the grip on his gun. "There's nowhere to run."

"That's where you're wrong," she said. Max glanced at the tower of flame that marked the inferno that was currently destroying the eastern wing of Itex and she smiled. Her fists dropped to the Eraser's astonishment. "There's always somewhere to run."

The leader scratched his jaw and was about to open his mouth when Max took off across the clearing. The Erasers dashed towards her, but it was too late. Max used every ounce of her strength to jump into the air and extend her wings. She disappeared over the tops of the trees and the Erasers stopped, tracking her movements.

"She can't get far," the Eraser said to the rest of his team. He looked through the rain to the trees Max had flown over a few seconds ago and he motioned for his team to follow him. "Go! Go after her!"

The wind felt good against Max's face, better than anything she'd felt in a very long time, but she could still hear the sound of the Erasers running after her and she tried to fly as fast as she could.

The sun was beginning to set, having been covered by clouds a few hours ago, but Max kept the bright flame of Itex to her back as a reminder: she had to get away at all costs. Her left hand was covering her stomach, trying to staunch the wounds as best it could, and her right hand went to her belt and unclipped a capsule. It was slim and gold, the metal loop at the end slightly mangled and wires sticking out of the bottom. Max brought the capsule to her mouth and yanked on the wires with her teeth. They gave way and dislodged something inside. Without hesitation, she threw it over her shoulder and it fell to the ground below.

Satisfying was one way to describe the feeling of hearing the makeshift grenade explode and take her pursuers with it. Horror-inducing was the next, as the force of the blast shifted Max off balance and cause her wings to stop working. She fell like a rock, the branches of trees snapping underneath her weight as she plummeted to the ground.

What the fuck did I do to deserve this? Max asked herself dryly as the blunted ends of pines and oaks poked and prodded her on the way down to the forest floor. Oh, that's right, I was born.

The Erasers were gone and the trees a hundred yards from her were little more than cinders, but the rain was keeping most of the fire at bay. Max hit the ground with a thump and rolled over onto her back with an audible groan.

"Gravity's a bitch," she muttered as she looked up at the darkening sky. Max began to laugh in relief from having escaped certain death once more, her shredded stomach aching from the effort.

The giggles turned to coughs and the wide smile was wiped from her face as the adrenaline began to wear off. Max knew she couldn't stay there on the ground covered in wet leaves and dirt and mud; she had to get somewhere safe. But what was safe anymore? Where was safe anymore? She didn't have the answer and was worried about what the future might entail. Maximum Ride was a lone ranger now, a sole survivor, and even though she didn't have anyone to look after anymore, she also didn't have anyone to turn to.

Max's strength wavered as she attempted to get back on her feet. Even though the Erasers were gone, Itex could always send something else if they found out she was still alive and kicking. No, they had to believe that she was dead if she was to survive. Max limped over to the charred remnants of an Eraser's torso and touched it with the toe of her shoe. It crackled, embers still burning at the outer edges.

She reached with an unsteady hand and removed her tank top, ripping it in half. Max pressed the cleanlier half to the wounds on her stomach and the white fabric bloomed red. She knelt down, covering the body of the Eraser with the blood-stained tank top and swiped her hands across her skin, smearing the body with enough blood so that the stench of wolf was covered by that of bird. Hopefully, they wouldn't test the DNA and just assume her dead, but she was never that lucky. Max stood and surveyed her handiwork. The embers caught flame at the edge of the tank top, melting it to the corpse. Satisfied, she put more pressure on her stomach and turned to face the other direction.

Max's breathing was labored and shallow and she wasn't healing as fast as she needed to. Max could feel her flesh trying to stitch itself back together only to be torn apart the second she moved. Tree branches that had been damaged in the blast began to fall behind her and she lurched into action. Someone would be coming out to investigate sooner or later and she shouldn't be here when they arrive. The soles of her shoes made a smacking sound against the damp forest floor.

Why here? Why now? Max tried to stop herself from asking these questions, from asking anything really. Uncertainty is what gets you killed…it's what got them killed. Why, after being so close to victory, would this happen to them? To me?

The universe had never been very nice to Maximum Ride and she wasn't about to start being nice back.

After ten minutes of running, she found a small highway that ran through the forest up to Olympia. It was seemingly deserted, the pavement rough as she dashed across the road, but the car that slammed into her seconds later was all smooth curves. They hadn't seen each other coming and it was more of a surprise for the driver of the 2008 Honda Civic than it was for Max.

Shit, was all Max could think as she rolled over the hood of the car and fell onto the pavement behind it. She could hear an audible pop! as her right arm was dislocated and her leg crushed beneath her own weight.

The car skidded to as stop, blood on the windshield, and the driver started to get out of the car.

Max panicked, sure that at least one of her legs were broken. She hefted herself onto her feet, her right wing bent at an unnatural angle as she escaped to the tree line. She watched as the driver exited the car and searched the road for signs of who they'd hit. The bloodstain Max had left in the middle of the road was beginning to be washed away by the rain. The driver took a cell phone from their pocket and dialed frantically, gesticulating with terror when they someone answered on the other end. Max took it as her cue to leave.

She was moving more slowly, her left leg dragging behind her and her arm dangling to her side, relatively useless. Max wanted to drop right there in the rain and die, but how pathetic would that obituary be?

Bird kid killed in northern Washington by overpriced sedan because she couldn't stay the fuck off the road.

The thought made her smile.

She was broken out of her reverie by the sound of ambulance sirens. How long had she been waiting here, leaning up against this tree? Her carelessness enraged her and she took off running as fast as her injuries would allow her, getting farther and farther away from the sirens. All fighting instincts had vanished, leaving only flight in its wake. If there was one word that reverberated around Max's skull like a message, a war cry, a prayer, it was the word "run."

Roots twisted up from the ground and threatened to trip her as she made her way through the forest. She couldn't see the lights of hear any sirens anymore, but relief didn't radiate through her as she thought it would. There was something else in this forest with her. Someone was watching.

Max paused and scanned her surroundings before she spotted it. There, not more than a hundred yards away, was a cabin hidden amongst the trees. She could see movement in the windows and snaked along the tree line to get a little closer.

A cabin meant people and people meant medical supplies, especially if it was a hunting cabin. Max couldn't deny that she needed a bit of patching up, and she figured she could go in, knock the occupants out, and clean herself up before they awoke. Max would be on her way and no one would be the wiser.

But she was in no condition to fight anyone, not even humans, and she didn't have a super-secret stealth plan. So she did what any civilized person would do, Maximum Ride knocked.


Pearson heard a light rapping on the door and his head whipped up from his papers. The forest outside was still. The knock came again.

Casias reached for his gun and stood slowly from his chair. Steele did the same, her eyes focused on the door as her hand gripped her gun holster. Casias gestured that he was going to open the door and began to step towards it.

Pearson felt something change in the air as Casias approached the door. It wasn't sinister but almost pleading. He brushed it away; his instincts were more often wrong than they were right.

The metal knob on the door creaked as Casias turned it and slowly pulled it towards him. The door swung open to reveal a girl, battered and bloody.

Casias lowered his gun. "Do you need any-"

Her fist whipped out in a blur and grabbed Casias's pistol, successfully disarming him. She punched upwards in quick succession and jabbed him with her elbow. Casias was caught by surprise and flew into the wall opposite. His gun clattered to the ground.

Pearson jumped up from his seat, his case files fluttering into the air and obscuring the scene. Steele stepped forward, her gun pointed at the intruder.

"No!" Pearson shouted as Steele aimed and shot at the girl. Everyone always said that Pearson has a soft heart, and it never became more apparent than when a crisis arose. He felt the need to save everyone, even if they were trying to kill him in return.

A burst of air pushed Pearson off balance and he fell onto the cabin floor as the bullet was released from the barrel. He regained his bearings in time to see it pass through something dark extending from the girl's shoulder. Pearson rose to his feet in awe. The girl had wings.

She looked at the hole left in her wing as it trembled, bent at an odd angle and struggling to stay extended. The intruder looked back at Steele as she let loose another bullet that embedded itself in the wing as well. Feathers clouded the airspace and mingled with a fine mist of blood.

"No, no!" Pearson shouted through the din at Steele. The girl was beginning to crumple but still took a shaky step forwards. "Don't shoot her, tranq her!"

Steele became distracted and turned to face Pearson with a confused expression. It wasn't a long delay, but it was enough. The girl rushed forward and attempted to disarm Steele. They grappled with the gun.

Pearson darted to the left and opened the supply closet with fumbling fingers. He grabbed a firearm from the shelf on the left. His hands were beginning to clam up and he took in a deep breath. A trickle of sweat dripped down his forehead as he tried to reassure himself.

Go around the back and shoot her, he whispered to himself. Steele needs backup. Just shoot her. It's easy as pie...

Pearson gripped the gun and left the supply closet. A man on a mission.

He stuck close to the wall and snuck around through the kitchen to come out in the hallway behind where the girl and Steele were struggling with the gun. Pearson could see even more of the girl's wings now through the back of a tattered sports bra and they were magnificent, even when splattered with blood. He observed the fight for a few moments, hoping that no deadly force would have to be used.

Steele lost her grip on the pistol and the girl gained wavering control. She managed to steady her hands long enough to point the gun at Steele's head. Steele glanced behind the girl and saw Pearson at the ready.

"Now, Pearson," she shouted with a look of hardened terror on her face. "Do it now!"

Pearson didn't hesitate and hefted the gun up long enough to take aim and fire. A tranquilizer dart strong enough to take down an elephant embedded itself in the girl's back and she crumpled, her wings brushing against the walls of the hallway. Steele's gun fell from her grip and fell to the ground.

Steele stood and looked at the body and then back at Pearson with an expression of surprise. "You— you did it, Pearson." She stood, bracing herself against the wall. "...good on you."

Pearson took in a deep breath and let it out, setting the gun down on the floor. He walked over and took Casias's pulse, determining that he was just unconscious, then went over to the girl. He carefully pressed his fingers to her neck and found her heartbeat slowing as the sedatives entered her body. He didn't dare move her, for fear of aggravating her injuries. Steele had grabbed the satellite phone from underneath the kitchen sink and was dialing HQ.

"This is Agent Keeley Steele from Team Godot requesting a medivac for an unconscious agent and a 401, over."

Pearson leaned in closely and ran a hesitant hand over the girl's hair, which had been caught in the tranquilizer dart. It was matted and bloody, but he managed to sweep it away from her neck. He squinted, thinking he saw something written underneath the hairline.

"…it appears to be a recombinant DNA life form, sir, possibly female. There is definite evidence to suspect it is of avian origin…"

There was a tattoo on the back of her neck that had an odd number, like a classification of some sort, and underneath it there was a date inscribed in black ink.

1-1-2025.