A/N: Faykan has agreed to beta this story! Head over to their profile and take a look at Harry Potter and the Power of the Dark Side. It's the inspiration for this story. R&R plz. No flames.

Disclaimer: Do not own.

Twenty-three BBY, four years earlier

Count Dooku gazed intently at the ill-clad girl before him. 'This scrawny experiment cannot possibly be Bane's successor,' thought the Separatist leader. He couldn't wrap his head around what the Force was telling him: that the child in the cage in front of him was the second most powerful Force sensitive in the Galaxy, surpassed only by Anakin Skywalker — the Jedi's 'Chosen One'. The Sith Lord known as Darth Tyranus reached out with the Force to probe her. What he found almost made him want to flee and have the planet sterilized - almost. This 'Maximum Ride' girl was filled with enough hate, fear and pain to literally taint the Force around her and turn it Dark.

Max huddled in the corner of her dog crate, thoroughly creeped out by the old man studying her. He exuded an aura of darkness and cold that scared her beyond anything the whitecoats ever did. Despite this, the power she could feel emanating from him intrigued the bird-girl. The man then spoke. "Come with me youngling, and I can give you power. The Force has the power (expanding the noun to create a complete sentence, and make the subject Dooku's relating more clear) to destroy any who try to hurt you like your captors have. You will even be given a new name." Max didn't hesitate, even for a second. "Will take power over whitecoats," she answers, her sentence poorly constructed from lack of education. The lock on her cage snapped in half, broken by her savior's will. The girl's darkness surged as she crawled out.

Dooku smiled as his new apprentice stood before him, waiting for him to mark her as a Sith. "Girl, you now bare the title of Dark Lord of the Sith. I name you Darth..." he trails off, searching for an appropriate moniker. "Noctis," the Count finally decided. The girl once called Max giggles, her warm brown eyes glittering in an increasingly dangerous manner. 'Sith do not giggle,' Dooku mentally grumbled. A presence tingled on his Force senses. Darth Noctis muttered "Erasers." The older Sith glanced down, and said, "Unleash your anger on them." Seconds later there was a loud crash and howls of pain. Noctis had brought the ceiling down on the half-wolf enforces. At this point Dooku remembered a problem. Bane's Rule of Two forbade him from taking his own apprentice unless he was about to challenge his master.

This trip was not going anything like he had been anticipating. He had come to this rock to recover artifacts from a hidden Sith temple who's location he learned from one of his Master's holocrons. The temple was long gone, destroyed along with the surrounding town of Gomorrah. Lord Tyranus wasn't quite sure what to think of the explanation for that. He realized though that his time wasn't wasted however, as he had sensed a powerful Force presence on another continent and sought it out. This is how he found the girl now called Noctis. Dooku was not ready to challenge Lord Sidious, so he would have to keep his new apprentice a secret and hide her on her home world. It was a situation the older Sith would have liked to avoid, but he felt that he would have to train the winged girl remotely.

Max felt great. For the first time, she was free. For the first time, she had power. A dozen Erasers round the corner, wanting to recapture the escaped experiment. A crazed, slasher-like smile appeared on her face and she hurled a wave of Force energy at her attackers. The Sith Count was surprised. His new apprentice had just used a fairly advanced Force technique: Force Blast. The resulting explosion collapsed the hall around the hybrid guards as well as several near-by rooms. Noctis let out an evil, piercing laugh that sent a chill into Tyranus' blood. 'This is one terrifying little girl' he thought. 'Far more terrifying than she has any right to be at this time.' Seeming to know that he was thinking about her, she turned to look at her Master. "Do good?" she queried. "For a first attempt," he replied, finding it difficult not to praise her talent. "Come with me, I will arrange for you needs and get your training underway."

Character Bios

Name: Maximum Ride

Aliases: Darth Noctis

Species: Homo volatilis

Hair: golden brown, shoulder length, blonde and dark red streaks

Eyes: chocolate brown

Height: 1.73 m (5' 8") at 14.

Mass: 44.45 kg (98 lb.) at 14.

Wing Span: 3.96 m (13 ft.) at 14.

Wing Color: brown with white trailing edge and ivory markings (see peregrine falcon)