Disclaimer: the characters belong to DA and the song to five for fighting. It's called Superman and is the test in italics. Once more I don't own anything

A/N: MA song fic, kinda sad, please review!

Max squatted on the crumbling rooftop of the headquarters building crouched low so that she could see the crowd beyond the fence but they couldn't see her. With a deep breath she allowed her eyes to slid shut and the impending battle to play upon the screen of her eyelids. The beautiful X5 scrunched up her face as once again she had to come to terms that some of the ones she loved would die in not to long.

Down below, hidden from the view of the federal troops, transgenics lounged in recently constructed trenches talking and trading provisions. There actions being so calm, so normal, as if they were at the mess hall sitting down for lunch not in trenches preparing to defend their first real home. Max sighed falling back on her hunches even more so them before. How had it all gone so wrong she wondered as a shuffling behind her caught her attention.

"Maxie." A familiar voice called jovially over the slight breeze cooling the rooftop. "What are you doing up here, trying to fly?" Max chuckled despite herself as she glanced at the only thing keeping her sane.

"No, in the superhero text book I don't think I'd make a good super girl I'm more into cat women."

"Oh poor poor Maxie you got your cartoons mixed up again. Cat Women is a villain in Batman. Not a hero."

"To bad. She'd make a kick ass superhero." The two of them laughed the light sound mixing with the bustling preparations of warfare below.

I can't stand to fly

I'm not that naive

I'm just out to find

The better part of me

"Come on Max, it's time to come back below. It's almost time." Alec said, suddenly serious. Max nodded her understanding and quickly and quietly the pair departed from the rooftop.

No sooner had they entered headquarters' then the tense actions of preparation meet them head on. Max couldn't help but notice how orderly everyone was and how coolly they went about their business. She wondered how quickly they'd fall into chaos once the fighting began. As it was she was able to move from one station to another getting reports and making orders. She hardly noticed that somewhere along the way Alec had left her side.

I'm more than a bird

More than a plane

More then some pretty face beside a train

It's not easy to be me

It was only after the first cries of fire reached HQ that she began to frantically look for him, her calm nearly shattered as she was split between leading her people and finding her better half.

In the end duty won out and she stood among the rest of command center tears fighting to break free as report after report of heavy fire came in. In a calm level tone Max called out her orders moving supplies and troops as they were needed. It seemed almost instinct as she made one rapid-fire decision after another.

In the end it only took the U.S. army forty-eight hours to completely over power the small force of trangenetics. It was as the troops came bursting in to HQ that Max stood up straighter still barking orders to her rift raff army. She just couldn't let go of all the things she had said in her address to freak nation all those months ago. Their home just couldn't be gone, not yet, not like this.

Wish that I could cry

Fall upon my knees

Find a way to lie

About a home I'll never see

The haunted X5's mind screamed even as four laser points came to rest just over her heart. Wildly, and still in shock the dark haired women threw herself at the troops catching two by surprise and knocking out the other two just by sheer luck. Man after man went after the struggling women until a familiar face appeared in the gathered crowd. Cut and bleeding Max looked up at the cold, scorching voice.

"White." She hissed her eyes shooting murder.

The haughty cult member laughed as the young women fought the men restraining her. "Table's have turned now haven't they 452." The villain whispered so just she could hear.

It may sound absurd

But don't be naïve

Even heroes have the right to bleed

I may be disturbed

But won't you concede

Even heroes have the right to dream

It's not easy to be me

With one last surge of strength Max broke away from her captors lunging at the clean cut man before her. Her hands encircled White's neck squeezing even as his hands pushed her away. The X5 saw stars, as she slammed against the floor hard enough to create a dent in the concrete.

"Take her away." White growled as he gingerly rubbed his throat.

The troops picked her up and lifted her over the smoldering remains of the command center and out the gaping door into the streets of TC. All around her bloody corps, mangled and twisted, stared up at her with vacant eyes or no eyes at all. Her stomach churned as corps after corps turned into someone she had once known. They were all gone. All dead.

Up, up and away

Away from me

It's all right

You can all sleep sound tonight

I'm not crazy

Or anything

Max felt the fight leaving her as she saw yet another of her friends crumbled on the wrecked floor. Her mind began to shut down as she sealed herself away from the world. From all the red and gray mixed together. Maybe they were right after all maybe they didn't have a right to live and that was why they had lost. The X5 dimly thought as the troops neared the huge hole in the tall fence.

And then as they came to the hole in the fence Max caught sight of the only man she truly loved. Tears filled her chocolate brown eyes and she struggled one final time as Alec fought the bubbling blood rising in his open mouth.

"Max…" He managed as they lifted her higher over the rubble and through the temporary passageway in the fence.

"Nooooooooooo…" The battered and beaten woman cried in response as the last of her fantasies went up in smoke. "Alec! No!" Tears stained her cheeks as she wrestled herself free from her captors only to fall to the floor among them. Sobbing the vixen crawled to her lover one of her hands going up to touch his beautiful face one last time even as death stole him away.

I can't stand to fly

I'm not that naïve

Men weren't meant to ride

With clouds between their knees

"Alec, O' Alec." She sobbed as she laid her head against his bloodied chest her sensitive ears picking up the faintest of heartbeats. "I love you. I love you." She cried her tears mingling with his blood as his hand weakly touched her back, hoping to comfort her. This only made her cry harder as the life force drained out of Alec one pint at a time. She was so silly to look for anything special in herself. After all she was only a monster, just like everyone else.

I'm only a man in a silly red sheet

Digging for kryptonite on this one way street

Only a man in a funny red sheet

Looking for special things inside of me

She hardly noticed Ames White come up behind her. That was until his cold unforgiving hand reached out and yanked her away from the lifeless corps of her only one true love.

It's not easy to be me

"Time to go 452." The evil man hissed as he proceeded to draw her beyond the fence and away from everything she had carried about. Alec had been right maybe she was like Super Girl. Her entire world destroyed only this superhero had no other survivors to help her start over a new. That was if she could even get away from White. Max sobbed it sure wasn't easy to be her.

A/N: reviews are welcome…