Disclaimer: Don't own 'em.

A/N: I cannot believe I am doing this, potentially writing another multiple chapter story, but I guess that depends on you. What a lazy wimp am I. If you want to see more, feel free to let me know.

CHAPTER ONE
The wind whined along the river's surface, lapping languidly against the hull of the ferry. Mimicking the water's sigh, Max scratched her bare toes back and forth across the boat's deck dismally. Her shoes, long since discarded in the warm weather, swung precariously back and forth over the edge of the ferry as a pendulum would inside a grandfather clock. Behind her the loud, inane chatter of semi-drunk capitalists was carried by the wind, whipping around her hypersensitive ears. She glanced down at her watch; the boat would be docking in a few moments.

The salty scent of shrimp and crawfish poboy sandwiches flittered across the air, sending her and her companion's stomachs in an excited state of grumbling. The lighthearted, fast-paced squeal of jazz flowed through the veins of the city. Tourists wandered aimlessly from place to place, always having a map in hand, but never really knowing where they were going. Never really caring either. From the cast-iron lace to the boutiques to the constantly changing colors, the city boomed with life.

So this was New Orleans. Somehow she had imagined it...different. Not that Max minded the constant change the city reveled in. It suited her fancy even. During the day children cajoled their parents for Mardi Gras beads that heavily intoxicated girls would be showing skin for twelve hours later. But the upchuck reflexes of the drunk would be cleared away, the city seemingly placid the next day. It was clean, erasable, forgiving...unlike some things.

Guilt assailed Max. Shaking her head, she tried to steer her thoughts in a more trivial, not reflective, direction.

People around Max and her small companion began filing off the ferry, making plans for later on that night. Still lost in her contemplations, Max was unaware of the change until a smaller hand grasped hers, pulling her back to Louisiana. She glanced down at the impatient blond head. "Aunt Max," he said, "it's time to go."

Letting her half-pint companion lead the way, they soon joined the last stragglers abandoning ship. "Can I have a poboy for dinner tonight?" he asked, following his nose in their delicious direction and dragging her along.

"That's 'May I?' and the answer is no," Max replied, steering him the other way. As force of habit, she scanned the perimeter. They had to be moving on soon. Their last-minute stay in New Orleans had been dragged out for entirely too long. Both were reluctant to leave, yet the move was inevitably coming and quickly. In fact, they had been pushing their luck by staying on the coast this long.

The two had started in Maine, went to New York City, and had been steadily working their way down the coast ever since. They were becoming too predictable; someone was liable to catch them soon, whether it be Logan or White or even worse...Alec. A small shudder ran over her and her barcode tingled. Someone was watching them.

Tightening her grip on her tiny companion's hand she quickened their pace, ducking in a back alley. "Why is it always an alley? What a cliche," Max mumbled to herself.

Unaware of their danger, her companion piped up. "Why can't I get a poboy?"

"Because Ray, we're leaving town before dinner." Suddenly she felt herself softly jerked back. Still holding onto to her hand, Ray had stopped in the middle of the alley, apparently pouting. He was a handsome little boy, or would be, if it weren't for the stubborn scowl marring his face. Max sighed, glancing back the way they came. The coast seemed clear.

For now.

Returning her attention to her charge, she was once again confronted with his glower. Sulking, he had one hand on his hip, and scowled up at her. His foot was practically tapping in time with his temper.

Like father, like son.

Max knelt down so she could look at him eye-to-eye. He hated that, and she knew it. If Ray White was going to lock horns with someone taller than him, he'd climb up on the highest spot possible to meet the challenge head on. Nothing could make a boy feel patronized like being knelt down to. And he hated being patronized. It made him feel like people were treating him like...like a kid or something. Two tiny nostrils flared, along with his pride.

"If you keep up that scowl, your face is going to freeze like that."

Ray was obviously unmoved. "So?!"

"Listen up, Ray. I know you don't like it. I don't even like it. But we are leaving town tonight. We had a deal, remember? We stay an extra couple of days and you leave without sulking. Now we are leaving town. And I don't care if you act like a grown up and walk with some dignity, or if I have to throw you over my shoulder in the potato sack position. It's happening." She stared down at him, testing his reaction. He seemed to soften around the edges, and his eyes started to belie his true emotion. Not anger, but loss.

They had another of their regular staring contests. As usual, Ray pulled away first. "Two in a half minutes, impressive," Max quipped. Pretending to be sage-like, she rose to her feet with grave dignity. Crossing one fist over her heart she said, "Your staring powers are growing, young master."

Ray giggled a little, and the tiny rift between them was breached. Sighing, his face sobered. "But I don't want to leave." Aunt Max's warm hand cupped his cheek and he felt a little better. "I know." Gently squeezing his hand, they continued down the alley, discussing the pros and cons of macadamia nuts.

Four eyes followed them.

*****

Nestled into his "aunt's" side, Ray fully engrossed himself in his Tetris game, happily kicking the seat in front of him. Max quickly stilled his feet, shooting an apologetic look towards perturbed bus occupant. With a small sniff, the woman wheeled back around muttering something along the lines of, "Unwed liberal teenage mothers can't discipline their own children." Not even fighting the urge, Max promptly stuck her tongue out at her. Much to her chagrin, Ray's squeal of delight notified her that she'd been caught in the act.

"That wasn't very nice Aunt Max," he informed her, a small grin on his face. Before she could respond he said, "But what she don't know won't hurt her...unfortunately."

"Doesn't know," Max corrected. She didn't dare fix the "unfortunately". She was already a poor role model for immaturity, what good would it do by piling "Hypocrite" on top of it?

"Are we there yet?" Max just glared down at her charge, who sniggered in response. "I swear to God, if you dare start that again, I'll tie your shoelaces to the bumper at the next stop, and you'll ride the rest of the way to Olathe, Kansas with your face kissing the freeway." A wide grin split on Ray's face, deciding whether or not to challenge the empty threat. Max chucked him lightly on the head before placing a kiss on his brow.

"It's a bad habit to swear to God Aunt Max."

"I hear he's a pretty forgiving guy. Now play your game."

While he broke a sweat trying to get past level five, she gazed blankly out the bus window. The tall evergreens were lost on her unseeing eyes. Instead of the horizon flying by, she watched the past few months of her life.

*****

Original Cindy was dead.

Her confidant, sounding board, psychiatrist, sister, and friend was gone. Max chocked back a sob, still unbelieving. A sweet, sassy, beautiful life had been taken from the world. No more midnight manicures, no more Xena marathons, no more priceless advice, boundless love, and forgiveness. No more...anything.

And it was her fault.

Running one of Max's special errands, the late O.C. had had a run-in with one of White's henchmen. Upon recognizing her as a transgenic supporter with contraband - a lousy box of tryptophan for the needy residents of Terminal City - she'd been promptly shot. One bullet to the head. A beautiful life wasted, destroyed. Her first real friend...gone.

Max's long-abiding hatred against guns intensified even as the personal grief had swallowed her. Night after night the memories assailed her, only all the more potent in those rare moments of sleep. Guilt deployed itself from all directions, attacking her mercilessly.

She had even left Terminal City, returning to all their old haunts. She snuck into Jam Pony one night just after curfew, preparing herself to clean out her late friend's locker. When she found it had already been done, she leaned against the sobbed the night away, barely making her escape from the building before opening time.

In their old apartment, Max boxed up Cindy's stuff like the Tin Man without his Oil. Cindy had been Oil, the only way Max could run Smooth. All that was left was were stiff Joints that cried for Oil in every Movement.

Then came the call from Logan. Wendy's sister, the one watching Ray, had collapsed. Needing to get out of Seattle before all sanity fled, Max volunteered to drive up to check them out. The woman had been dead before Max even got there, but she seemed unsurprised. She packed up Ray's things and - claiming to be a long lost cousin - had him out of the state miles before good ol' Ames even made the connection between her death and his son's location.

Using the whole ordeal as a sign from God, Max made a point never to go back to Seattle. She avoided Washington entirely, hence the East Coast. She never wanted to go back. No contact. Not even a goodbye. Too much guilt lay there. The virus with Logan, O.C.'s death, unleashing three-ring media circus transgenics, and now that she looked back, even the way she had treated Alec. All in all she knew he was trustworthy, in rare conditions. The transgenics would see him as a better leader anyway. He was one of them, not a Niner. She had left Terminal City in capable - if devious - hands. She took nothing with her, save some clothes, a couple of pictures, and a lot of regret and memories.

Ray had not proven to be an easy charge. Mourning the loss of his favorite aunt, mother, and the estrangement from his father - his aunt had told Ray that his father was doing a lot of "bad things" -, he was almost unrecognizable as the sweet-tempered and unimposing child that she remembered him to be. He was stubborn, always had a smart remark, and never listened to direction. If Alec and Ames could have a child...

Not that Max was any better. She was in no mood to deal with the insolence that masked his anguish. His fire fueled hers. She could be just as stubborn as he could, and she was. They drifted from motel to motel, ranging anywhere from silent antagonism to all out war, which always seemed to end in the infamous potato sack position - Max carrying Ray, of course.

The only thing that seemed to keep the two together was desperation. Max didn't want to imagine the glares Original Cindy would send her from heaven if she left the boy out in the cold. And Ray, admit it or not, was just a boy, and completely unprepared to be on the run, especially from his psychopathic father.

It wasn't until about Rhode Island that the two seemed to find a common ground. Like it or not, they were tied together. It had taken a storm to get those two to start pull in the same direction, instead of strangling themselves trying to run opposite ways. In another anonymous hotel room, the ice cracked. A record-breaking storm raged outside, terrifying Ray, and not exactly entertaining Max either. After a particularly bad thunderclap Max reached out for Ray. He automatically curled into her side. A maternal flow started in Max again. Curling him to her chest, she tenderly kissed his forehead and crooned him to sleep.

The next seven states proved infinitely easier. Max told him about Cindy, and he shared the memories of his mother and favorite aunt. A certain feeling of camaraderie - and dare one say love? - blossomed from their shared pain. Max had found herself misting up when he asked to call her "Aunt Max" and Ray bloomed under his new nicknames. Some nice, some not so nice. But fun all the same.

*****

"Wake up, potato-head."

Ray blinked his eyes open for a split second then slammed them shut. He wanted to sleep more. The small Nintendo was still in his hand, so Max started to tug at it. Ray tugged it back towards him sleepily in response. "Come on, Ray. If you don't wake up, I just might have to take your game and beat all of your high scores."

That did it. He was up like a rocket. "Where are we?" he asked, purposefully ignoring his aunt's wide grin. His sleep-crusted eyes took in people climbing off of the done-in Greyhound.

"Just crossed the border, babe. The facilities on this bus leave a little to be desired, like toilet paper, as usual. Gotta pee?"

Of course he did. Max had learned in the last few months that Ray had a bladder smaller than a woman did in her third trimester. The one time he didn't have to go at a truck stop was when he had a fever, so he was sweating it all out anyway.

While Ray heeded the call of nature, Max crossed over to the vending machines chained outside the stop. Another thing she in her protege had in common: an unhealthy penchant for snack foods, in particular Milky Way bars. "Bingo." Spotting her target, she bought the last three bars. Switching to the machine next to it, she got a Coke and a Sprite.

Her barcode began to tingle again - very dimly - as if danger was drawing near. Checking the surrounding area, she shook off her waves of anticipation as merely being a worrywart. Truck stops had always made her nervous. Like most transgenics she liked to get from point A to B without pausing in the middle. Pauses could lead to mistakes, which could throw off the entire mission.

Sneaking up behind Max, he swiped her Sprite. "Ray!" Throwing the candy bars in her backpack, she brandished the Coke like a sword and began charging after him. Chasing him around the facility without blurring or using any unusual speed to tip of her fellow passengers proved to be more difficult than one would think. They circled around tables and a few miffed passengers, laughing in their chase.

Already Ray had managed the cap off of the bottle and began to sip at the contents. "Ray! Coke is your favorite! You don't even like Sprite!"

"Ah, but when it's yours Aunt Max, it tastes so much better!"

"YOU RAT!"

Not even pausing in her running, Max slid off one of her sneakers. She promptly chucked it at him, knocking him lightly upside his head. Using his surprise as a tactical advantage, she tackled him. Uncaring that they were both now covered in the spilled Sprite, she flipped him over and sat lightly - but firmly - on his stomach. She grabbed for the Coke. "I'll teach you for stealing my Sprite!" Pointlessly shaking the pop a little bit for added drama - it was already to the point of bursting - she twisted the cap a little bit, her evil glee satisfied by the squeal as Coke foamed down his face. Never mind she was re-soaking herself in the process as well.

When their laughter died down, the lanky bus driver playfully informed them that they had ten minutes to change or the bus was hitting the road without them. Both, feeling more lighthearted than they had in months, clamored to their feet. Moving over to a nearby cafeteria-like table, Max began to layout a change of clothes for each of them.

Max's hair covered barcode burned, as if Hell's anger was boring into it. Time slipped on its axis and slowed, throbbing. Someone was standing behind her. Two someones. And judging by the fear on Ray's face, they weren't happy customers. Max hastily grabbed Ray's hand across the table, fearing it was White, preparing to fight for her companion's freedom.

Her chin tilting up, she whirled around to face two gazes.

One was very, very relieved. The other was very, very pissed.

Logan. Alec.

Oh help.
Slow start, and not really sure exactly where this is going. Typical. Please tell me if it's a thought worth continuing. I'd appreciate it. Could someone please tell me how old Ray is? I've always kind of figured around six-ish. If I am wrong, feel free to tell me.