Chapter 12

Kill the Ice Queen

Max didn't know what he was thinking when he flew away from the base, all he could think, was rescue Tatsumi. Once he heard that Tatsumi was taken, he's hero instincts kicked in and he took off into the night.

"Uh, not judging your choice here Max, but how are we going to find Tatsumi?" Steel asked

"I don't know, I figured you would think of something" Max replied

"Me?!" Steel shouted in return

"Well do you?" Max asked his partner

"Well, I have one idea. But it's a bit of stretch" Steel answered in a unsure tone

"Anything will be helpful, what you got Steel?" Max asked

"Well, Incursio seems to leave some sort of an energy trail, it's faint but I should be able to track it" Steel explained, "If I just adjust my sensors just slightly…there!" Steel shouted

"Where?!" Max asked quickly

"Not too far ahead, just 5 miles from a mountain range" Steel replied

"Then let's make tracks!" Max shouted increasing his speed.

Once Max and Steel made it to the mountain range, they were horrified to see what looked like a fortress that was burning and people were screaming.

"Woah, what happened?" Max breathed out

"Don't know, and I don't what to find out, lets land over their" Steel said directing Max to the forest on the cliff side

Once he landed, he then changed back to base mode and started follow the trail to Tatsumi. Once he made to the edge of the forest, Max then peeked through some bushes and to his relief he saw Tatsumi but on his left was someone he didn't know. It was a woman with long light blue hair and piercing ice cold blue eyes. She was wearing a white uniform and cap with a bit of it opened to show a bit of her rather large cleavage and a rapier strapped to her side.

"You think that's Esdeath?" Max whispered to his partner

"Must be" Steel replied, "So what's the plan Max, gun's a blazing as usually" he asked

"Not this time Steel, let try something else, a little stealth and grab if you will" Max replied

"I guess that makes sense, no need to get into an unnecessary fight if need be" Steel said

"Go Turbo, Stealth"

Max quietly changed into his Stealth mode and made his way out of the bushes and toward the two, trying to make as little noise as possible. He thought this was going to work, until heard something that made his blood run cold.

"You can stop trying to sneak up on me, I know you're their" Esdeath said halting Max's advances

"Uh oh" Max whispered

"Relax, she's bluffing she doesn't know were here" Steel said through the link

"She's looking right at us Steel" Max whispered and true his words, Esdeath was looking at where they are

"Ah shoot, so much for stealth" Steel said

They then changed back to base mode, revealing them to Esdeath.

"You almost had me, but your aura is very distinct" Esdeath said eyeing them

"Yeah, as I've been told" Max said

Esdeath then looked him up and down; sizing him up until her eyes landed on his chest plate and recognized the symbol on the front.

"So, you're Max Steel" Esdeath said surprising him

"You know me?" Max asked

"Why yes, Seryu never stops talking about you" Esdeath replied making Max groan

"Should have known that dog girl was going to blab about us" Steel said

"Okay, since you know who I am, let's just cut to the chase" Max said, with his fists clamped

"My thoughts exactly, why are you here anyway?" Esdeath asked

"Just one thing, hand over the kid and you don't get hurt" Max demanded

Esdeath was quiet for a while, not uttering a single word until out of nowhere she started to laugh catching the Turbo Duo off guard.

"Uh, did I say something funny?" Max asked as Esdeath's laughter dies out

"Oh you did, as if I would hand Tatsumi over to some Night Raid scum like you" Esdeath said drawing her rapier.

"So much for not picking a fight with her" Steel said

"Well you know what they saw, when the going gets tough, we just got a get tougher" Max said and shouted out.

"GO TURBO, SPEED"

The infamous blue light then erupted forth, until fading to reveal Max in his speed mode.

"So, Seryu was right, you Imperial Arms can change its form, interesting" Esdeath said with her signature smile

"If you think that's cool, just what for what else I got!" Max said

He then charged ahead and was right up on Esdeath and started to deliver a flurry of punches at Esdeath, but she was blocking them with her rapier, making the sound of metal on metal, causing sparks to erupt from each strike.

'Hmm, he as good striking speed and agility, though that is to be expected from a form called "Speed", but I need more!' Esdeath thought

Esdeath then saw an opening, and quickly went on the attack thrusting her sword forward, but quickly moved out of the way. Esdeath was not going to let up as she unleashed her own barrage of attacks at Max, luckily Max was fast enough to dodge them but it was getting increasingly difficult.

"Man they weren't kidding when say don't mess with her" Steel said as Max moved head slightly as Esdeath's sword skimmed against side of his helmet.

"No kidding, I need a breather" Max said

Max quickly then backed up from Esdeath, trying to get some distance from her and catch his breath.

"What's the matter Max Steel, tired already?" Esdeath asked in a mocking tone

"Not on your life" Max replied getting back in fighting position

"Good, I just hope you don't bore me" Esdeath said, rapier poised and ready

"How's this for boring!" Max said and rushed at Esdeath

Esdeath then placed her hand against the ground, and then out of nowhere, the ground then started to be incased in ice causing Max to slip and fall over by the sudden slipperiness.

"Woah, what just happened?" Max said looking down seeing it was ice now

"Liver wasn't kidding, she can make ice out of thin air" Steel looking over the terrain

"A little ice can't stop me!" Max said getting back

He then tried to run again but found his feet to be stuck, she then looked down at his feet to find ice was forming on his legs and was growing fast.

"Now freeze" Esdeath said as the ice climbed

"Kind of getting chilly in here!" Max said seeing the Ice climbing up chest

"Then how about we change it up a bit!" Steel suggested

"I say, GO TURBO, STRENGTH"

Max body then light up and erupt out with energy causing the ice to shatter off of him, the light then died down to show Max in his Strength mode. Seeing this Esdeath's smile just grow seeing the new form that Max had took.

"Yes, I was hoping you had more to offer!" Esdeath said

"Be careful what you wish for!" Max said as he charged

Max then raised his fist and brought down on Esdeath, only for her jump over him. She then swiped at him, only for Max to block the blade and delivered a right hook to Esdeath's torso, sending her skidding across the clearing. But instead of looking hurt she just smiled.

"Oh, that felt good!" Esdeath said enjoying the impact she felt.

"Geez, people usually go down after a hit from Strength mode" Steel said sounding quite worried

"Then we're just going to have to hit a little harder!" Max shouted

He then jumped into the air with his fists raised, but Esdeath quickly created a dome of ice around her as Max came down and stuck it but it didn't even crack.

"That's some tough ice" Max said surprised by this

Max quickly shook off his surprise and started assault the dome, but no matter how much he pounded at it, it didn't seemed to crack. Max then raised his fists again to strike, only to be slammed by a block of ice that jutted out of the ice dome sending him flying across the clearing and slammed into a tree.

"Ouch" Max said standing back up

The dome then dropped to see a smiling Esdeath, seemingly enjoying the conflict.

"Time for a new strategy" Max said

"How about a little air support?" Steel said getting a nod from Max

"GO TURBO, FLIGHT"

Max then changed to his flight mode and took off into the sky, Steel then detached from Max, which he then grabbed hold of him and let down a barrage of Turbo lasers at Esdeath as she ran across the clearing.

"Clever move turning into flying based form, but that won't save you!" Esdeath shouted at him

Esdeath then placed her hand on the ground again, then after a quick glow Esdeath was then lifted into the air by pillar of ice, shocking Max and Steel.

"You've got to be kidding me is there anything this girl can't make out of ice!" Max said as Steel reattached himself

"Max, look out!" Steel shouted as Steel dodged a large ice spike then came out of the ice pillar that Esdeath made.

Geez, this lady doesn't know when to quit" Max said looking at what Esdeath did

Suddenly more ice pillars erupted from the ground causing Max to take evasive maneuvers. Max bobbed and weaved between the different pillars, all of them erupting from all sides Up, down, left and right there was no end to it until a small pillar clipped him in the wing causing him to fall to the ground with thud, causing the ice pillars to disappear.

"So, is that all can do Max Steel?" Esdeath said lowering her platform

Max then picked himself up and quickly shook off his sore pain from the fall.

"Max, I think it's safe to say that Esdeath is a lot stronger than we thought" Steel said nervous

"Yeah, and worst I think she's stronger then she lets on" Max said dusting himself

"Then it's about time we bust out the big guns!" Steel said

"Got that right, the kitty gloves are off!" Max said getting back in battle position and directed her attention at Esdeath, "Alright Esdeath, I've been saving this Turbo Mode just for you!" Max said

"Then show me, show me your power!" Esdeath said with crazed smile simply enjoying the battle and the anticipation of killing her opponent.

"Here we go! GO TURBO, HEAT"

The light then erupted outward again, once it died down they saw Max in a new Turbo mode that was far different than anything he used before, it was quite tall and seemed to have add some red and orange to the suit along with the white and black. The most defining features were the lack of hands replacing them with large flamethrowers with one with a rotating nozzle. Both were connected to a large tank on his back along with bits of flames coming from his shoulders and legs.

"What do think? Hot mode right?" Max said

Both Esdeath and Tatsumi were both surprised by the new mode, more so Tatsumi then Esdeath, he couldn't help by stare at the large new mode and could feel the heat from it.

"Heat Mode? Max has fire based mode too? Could he actually beat Esdeath?" Tatsumi said to himself watching the battle unfold

"So, you plan to fight me with fire now?" Esdeath said with a huge grin

"You bet I am, Steel let's break the fireworks!" Max said

He then lifted one his flamethrowers and aimed it at Esdeath, then with a whoosh a stream of flames erupted from the nozzle. Esdeath then created a wall of ice in front of her, trying to block the incoming flames but once the flames made contact the ice then instantly melted causing Esdeath to roll out of the way, causing Max to cut the flames.

"What's matter Esdeath, too hot for you to handle" Max said with a bit of smugness

"True, your flames are much hotter than Bols Imperial arms can produce, but this isn't the first time I've fought flame users before" Esdeath said as she created a wave of spikes coming at Max.

"Max!" Steel shouted

"On it!" Max replied raising his flamethrowers and letting loose the streams of flames again, causing the ice to melt instantly.

But Esdeath wasn't done yet as she raised her arms as dozens of ice shards appeared around her and sent them at Max, causing the hero to dose the swarm of shards in flames. All of them melted in a matter of seconds, but Esdeath merely created a dozen ice spears and rained them down on Max.

"Man, she's not letting up!" Steel said as Max let lose another stream of flames, melting the ice spears to nothing

"No kidding, she's just bombarding us to no end!" Max said as he cut the flames, "That's it no more messing around, time to take her down!" he said

He then let lose another set of flames at her but she raised herself off the ground with an ice pillar, causing it to melt as well. Once more Esdeath then created a huge cloud of ice shards all them surrounding around Max. She then sent them all hurdling at him but Max then spun around in a circle, letting out flames as he did causing the cloud to melt.

Once Max cut the flames, he then took a knee catching Esdeath attention.

"It seems you've reached your limit" Esdeath said

"Yeah right" Max shot back

Although in reality Max was pretty tired out, due to him using Turbo Heat for so long he was running low on Turbo Energy. Esdeath just laughed at this and merely raised her hand to the air.

"You think so? Then stop this!" She shouted

To Max's horror, high in the sky was giant boulder of ice and was heading straight toward him.

"No way, this is just crazy!" Max shouted staring at the large chuck of ice

"Come on Max, you can do this!" Steel shouted

Max then got back up to his feet and raised his flamethrower and let lose he's streams of fire again, they were starting to melt the boulder but it was not melting fast enough.

"Come one Max, more, we need more or were crushed!" Steel shouted

"I think…I'm almost… tapped out" Max said, straining to keep the flames burning as they consumed his Turbo Energy.

"Come on Max, just one more burst of Turbo power!" Steel shouted as the boulder approached them

"Right, I'll give it everything I've got!" Max shouted

Max's eyes then flared up with blue as he let out a cry and poured the last bit of Turbo Energy into the throwers, letting out one big burst of flames, completely melting the boulder. Once Max cut the flames he then fell down on his hands as he changed back to base mode.

"That's the last of it, I'm empty" Max said as he got on one knee

Suddenly Max's body was then incased in ice leaving his head free. Max then tried to move, to struggle to get out but he was too exhausted from Heat mode to do anything. He then felt his head lifted up and was looking up at Esdeath, still having that sadistic grin on her face.

"My, Seryu was right you were quite the challenge" She said as Max scoffed at her

"Don't think complementing me is going to make me like you, frosty" Max remarked

Esdeath then delivered a kick to Max's head causing him let out a grunt of pain.

"The weak don't get to talk that way to the strong, though I admit you almost had me there with that fire mode, but in the end you are like all the rest, weak to the laws of the world" Esdeath said

"Oh yeah, and what's that?" Max asked though he really didn't care what the crazed women said

"Just one simply rule, those who are weak die and those who are strong live, that is way the world is" Esdeath said causing Max to scoff

"Your wrong" Max said defently making Esdeath raise an eyebrow

"Oh, preys tell?" Esdeath said placing her foot on Max's face as she leaned in close

"Your wrong on so many levels, the strong should protect the weak, because that's their duty and the right thing to do" Max said as Esdeath just chuckled at this

"Please, such childish beliefs can't exist in this world, those who believe otherwise are living a fantasy" She said retracting her foot from Max's face.

Hearing this, Max's face scrunched up in anger, hearing her laugh at the beliefs that he stands on; after all it's what kept him going as Max Steel. Esdeath then raised her sword and pointed a Max's neck with her smile getting bigger.

"Now Max Steel, time for you to die like the rest before me" She said

Max then tried to break free but it was no good as Esdeath thrust her blade forward, but before it could get any closer suddenly a black and yellow blur came out of the forest and smashed into Esdeath, sending her flying into a tree. Once Max got a look at what saved him, he's eyes widen in surprise to see who it was.

"LEONE!" Max and Steel shouted seeing the blonde before them

"You okay Max?" Leone asked grabbing Max's face, looking at him with concern

"Yeah, I'm okay" Max replied blushing behind he's helmet

"Just hold on, I'll have you out…" she said until an ice spear whizzed past them

Leone then turned her attention to the now standing Esdeath. Leone then got into her stanza; she then bared her teeth at the ice women and let out a growl, causing the ice sadist to smirk.

"I recognize that aura, you were the one who was spying on me" Esdeath said brandishing her rapier, "I take it your from Night Raid, last time we meet you retreated from conflict, why come back?" she asked

Leone didn't respond, she merely just glared at Esdeath but she didn't need to say anything. Esdeath turned her gaze to Max then to Leone as she pieced it together.

"Oh now I see, you came because of him" Esdeath said making Leone growl again moved in front of Max.

"You so much as hurt one hair on his head; you'll wish that you've never been born!" Leone shouted

"Big words, coming from someone who ran away" Esdeath replied

"True, I did run away, only because my instincts told me to, but now they're telling me something different and it's rip you to shreds!" Leone shouted and launched herself at Esdeath

Leone then went in for an ax kick, but Esdeath quickly made a shield of ice and blocked though it did crack from the strike. Leone then started unleash a flurry of punches, causing Esdeath to go on the defensive as she maneuvered around Leone, until Leone then landed a strong kick to Esdeath's stomach causing the wind to leave her body, and followed that up with a jab to the jaw sending her skidding across the ground but Leone quickly followed pursuit.

"Leone, be careful!" Max shouted as struggled in the ice

"Come on Max break free!" Steel said

"I'm trying Steel, I'm trying!" Max replied

Leone then unleased another flurry of punches and kicks, forcing Esdeath on the defensive yet again. Leone almost wasn't thinking at this point, it was like she had become the beast she had transformed into with only one thought running through her head.

'Protect him, protect him, protect him'

Over and over it went on in her head driving her to attack the women in front of her. She rushed in again, claws extended and ready to shred Esdeath to death, only for Esdeath to smile. Suddenly Leone was stopped in mid-strike as long spear of ice went through her shoulder as she roared in pain.

"Leone!" Max cried after the blondie

Even Tatsumi was stunned in silence by this unforeseen event, stunning him into silence by the battle that was taking place. Leone was far from done though; she then took the spear from her shoulder and ripped it out in one pull, gritting her teeth as she did so. Her trump card then kicked in sealing back up her wound.

"So your trump card is rapid regeneration I see" Esdeath commented as Leone snarled

"What's it to you?" Leone asked, venom laced in her voice

"Oh nothing, just thinking of how fun it's going to be, torturing you over and over again" Esdeath said charging at Leone

Leone quickly started to dodge Esdeath's attacks as she let loose a barrage of sword swipes at her, until Esdeath then tripped her up making Leone stumble a bit. Seeing this, Esdeath launched herself at Leone intending to skew her. Then to everyone's shock Leone stopped Esdeath's blade…with her teeth!

"Uh, whoa" Max said staring in disbelief by the scene before him

"She got some chompers doesn't she?" Steel quipped

Even more surprising is when she bit down harder, causing the blade to shatter into pieces.

"You're done!" Leone shouted readying her final blow

Only to their horror Esdeath was then surrounded by a swarm of ice shards and fired them all at Leone, seeing this Leone then raised her arm in defense but it did not stop the onslaught of ice shards that pierced her body, making her cry out in pain. Once the shards stopped her whole body minus her face was covered in ice shards and was bleeding profoundly from her wounds. Luckily Esdeath missed her vital spots but Leone still fell to her knees, wincing in pain by the shards that have riddled her.

"Now then Night Raid scum, time to die for good" Esdeath said creating a sword of ice

As Max watched, he felt he's eyes tear up, staring at his friends pained state, memories of Bulat's death flashing before his eyes. Then Max's horror then turned to anger and fury as his eyes flared up and started emit blue light. He's hands then flared up as well, causing them to glow blue as well as his body as he let out a shout.

Esdeath was now standing above Leone, sword raised and ready to strike as Leone looked at her with a defiant look. Suddenly they felt it, someone's aura and seemed to be growing; it was almost suffocating even shocking Esdeath by the mere pressure of it.

"What is that?" Esdeath said

Leone and Esdeath then turned their heads to Max, to their shock they found him glowing blue as wisps of energy arced off him as he shouted. Even more shocking was the ice encasing Max was cracking, unable to contain the boys growing power.

"How is he doing this, where is getting that power?!" Esdeath stared in shock ,never once seeing anything like this

Leone was also shocked, seeing Max like this and couldn't help admire it.

"Amazing" she softly said

Then with one final shout, the ice shattered off him as the energy around him pulsed off him as he rose to his feet. Once he was standing again he then turned his attention to Esdeath as she glared at her in anger.

"THIS…ENDS…NOW… Esdeath! Max shouted at her

Quickly, Esdeath's smile returned as she ready her ice blade.

"Is that so, then pray tell "hero" how will defeat me, your so called Heat Mode couldn't stop me, what more can you do" Esdeath said already believing she won.

"Who says I'm going to use Heat mode" Max said confusing Esdeath, "Steel let's finish this, right here, right now" he said looking at his chest

"So, were going to use "that" mode?" Steel asked as Max nodded

'What is talking about, is it his trump card?' Esdeath thought

'"That" mode? Is there some sort mode they have thats even more powerful?' Leone thought

"Okay let's give this a whirl" Steel said

"Hold on to your hard drive" Max said

He quickly crossed his arms and from the top of his lungs he shouted.

"GO TURBO, CANNON/SPIKE"

The flash of light erupted forth, only this was bigger and brighter causing Esdeath to be pushed back by the force and to cover her eyes along with everyone else. Leone then pecked a little hoping to see what was happing and to her shock, she saw in the bright light she could see two of Max's modes. One was the Cannon mode but other was unknown one looking black and had spikes jutting out from its body. Suddenly the two modes then seemed to overlap with each other causing one to gain features of the other. The light then finally dissipated and revealed quite a shock. Max was now standing in a white and yellow tinged suit with large bits of armor plating on his arms and legs, he also wore a large torso piece which seemed to house an angular helmet of sorts, along with many blue spikes jutting from different parts of his body. It almost looked like Cannon mode but seemed to be fused with something else.

Seeing the new mode Esdeath snickered at the new look.

"So this is what you wanted to show me, well admit, it does look intimating, it still is nothing!" Esdeath shouted as waved her hand sent a shower of ice spears at Max.

But as the spears made contact, they simply shattered on contact to Esdeath's surprise.

"What?! How did you survive that?!" Esdeath demanded seeing her attack did nothing to Max

"Cannon modes durability and strength…" Max said

"Plus Spike modes sharpness and agility" Steel added

Hearing this both Esdeath and Leone then realized what Max had said and done.

"Are telling me you combined your powers!" they shouted in disbelief

"You got that right Ice Queen!" Max shouted as he flicked his arms causing his arm guards to come off and become large spiked maces, both attached by a blue line, "Two modes are better than one!" he shouted

Then with a flick of his wrists Max then sent the maces at Esdeath, causing her to raise her ice walls only to her shock they broke right through as one slammed into her face and the other into her stomach causing her to go flying. Max then shot his maces again and wrapped them around Esdeath's legs and began to spin her, causing her to smash into one tree after another, making them fall and splinter from the impact. Max then let go her causing her to go flying again and slammed into tree making her grunt in pain.

"You're not getting away from me!" Max shouted after her

He then shot his maces again and attached them to two trees; he then pulled back on the line until jumping off the ground and was slingshot forward toward Esdeath. Max then brought his arms and legs in causing his body to be turned into a ball, causing him to light up with blue energy almost becoming a human buzz saw. Quickly Esdeath put up another shield in front of her, but just like before Max smashed right through and slammed right into Esdeath sending her through the tree and into the forest. Esdeath quickly recovered and landed on a branch but Max wasn't going to let up, he was hot on Esdeath using his maces as ropes making him swing through the forest. Seeing him coming, Esdeath then created her ice spears and threw them at Max in mid-swing only for Max to flick his wrists and smash them with his maces. Max then sent another mace at her, pinning Esdeath to the tree.

"Ready to give up?!" Max shouted at her causing her to grimace

"I will be done, when you are died!" She shouted back

She then placed her hands on the blue rope and started to freeze it, seeing this Max sent a burst of Turbo Energy down the line causing the ice to shatter. Max raised his arm again brought down the other mace on top of her, sending her down to the forest floor. Max then followed it up by wrapping he's whips around her legs and flung her over his head until bringing her back to the ground. He then flicked his wrists and flung Esdeath through the air until he jerked the line back send her back to Max, and once she was close Max then reeled back his fist and smashed it into her face, sending her flying forward with a cry of pain. Finally Max then launched multiply spikes from his gauntlets, all them then connected bits of Esdeath's lose clothes and pinned her against a tree. Max quickly swung over to Esdeath and stood before her, staring hard at her from behind his mask.

"Want's some more or are you finally done?!" Max shouted at her

Esdeath then silently chuckled bit winced in pain from her injuries. Taking a closer look, Esdeath was covered bruises and scratches and had a black eye from where Max punched her. Steel went as far and did an x-ray scan on her, seeing she also had a fractured rib and some internal wounds as well, but nothing life threating.

"I underestimated you, your much stronger then you seem, your power…it's not Imperial Arms is it?" Esdeath asked in weak tone but Max was just silent.

"Your silence is more than enough of an answer, I'm now at your mercy, what will you do now? Kill me?" Esdeath said still holding her smile.

Suddenly a large Turbo Spike then jutted out his gauntlet and raised it, almost ready to skew Esdeath.

"Max?! What are doing?!" Steel shouted from his chest

Max then reeled back his fist, as Steel looked in terror.

"Max! Don't …" Steel shouted

But Max then thrusted his first forward and … impaled the tree behind her, close to Esdeath's face.

"Oh. My bad" Steel said actually glad that Max didn't go through with Esdeath's request

"Unlike you Esdeath, I don't kill people so consider this mercy and warning" Max said leaning close to her, "If you try and hurt any of my friends, especially someone that I love, then the next Turbo Spike will go right between your eyes!" he said

Finally, to make the point clear, Max then delivered a hard punch to Esdeath's face, sending her into unconsciousness. Seeing that she was down for the count Max then let a breath and quickly changed back to Base mode.

"Okay, that was…intense" Max said taking deep breaths

"No kidding, I haven't seen you this mad in a long time" Steel said

"Yeah, I just kind of…snapped" Max said

Suddenly a certain someone then came to his mind, making him go wide eyed.

"Leone!" Max shouted

Max then ran to his fallen friend and saw her in the same place as before, she seemed to be trying to take the shards out, but was failing due to her being in pain. Max then quickly ran over to her, getting her attention smiling at this.

"Hey Max" Leone said in a pained tone

"Leone, how are feeling, oh dumb question, no you're not fine" Max smacking his head

"I'll be okay, just need to get these darn shards out" She said trying to get them out but winched in pain, "So where's Esdeath?" Leone asked expecting the ice queen to appear behind them

"Pinned to a tree and taking a beauty nap" Steel replied

Leone then went wide eyed at this as she looked at Max.

"You…beat Esdeath?" Leone asked in disbelief

"Well I'm here aren't I?" Max replied

Leone couldn't believe what she just heard, this boy, this hero just beat one of the most powerful generals in the Imperial Army. She couldn't help but feel happy for this and amazed.

"Ha, and here I thought you ran out of things to surprise me with" Leone said with chuckle, making her wince again in pain

"Don't move too much, let me try something" Max said

Max's hands then glowed blue as she placed them on Leone's shoulders, the energy then spread around her body like a shell causing the ice to melt as her trump card kicked in healing up her injuries. Seeing that she had no more shards, the energy dispersed leaving a relieved Max.

"You okay now?" Max asked the cat girl making her smile by his kind nature

"A little tired but alright now" she said

"Good, now let me grab Tatsumi and well book it out of here" Max said

"And the sooner the better" Steel added

"Actually guys, I need to stay" Tatsumi said catching the two's attention

"What?! You're staying, I risked my neck for you man!" Max shouted

"I'm sorry, but I'm trying to help you guys" Tatsumi said confusing them

"How is staying here help us?" Steel asked

"Well seeing as Esdeath and the Jaegers don't know I'm with Night Raid, I figured I would try to get some information for the team" Tatsumi explained

"I see, but are you sure…" Max started to ask until Tatsumi stopped him

"I'll be fine, beside I think Leone needs your help now more than me, and beside that little bout with Esdeath might have gotten the Jaegers attention" Tatsumi said making Max sigh

"Alright then, just be careful" Max said turning to Leone

"I will, now go" Tatsumi said as Max nodded

"GO TURBO, FLIGHT"

Max then changed to his flight mode, and picked up Leone bridal style catching Leone off guard.

"Hold on tight to me, okay" Max said

"Yeah sure" Leone said wrapping her arms around his neck as he took off.

After a long flight, Max and Leone finally made it to base but after telling the team what had happened … well.

"YOU BEAT ESDEATH!" Mine shouted as the Turbo duo covered there respected hearing devices.

"Yeah we did, and ow" Max said cleaning his ears

"YOU…BEAT…ESDEATH!" Mine shouted again

"Alright Mine, calm down" Sheele said trying to calm the pink haired girl down.

"THEY BEAT ESDEATH!" she shouted again

"Yes, Mine we are all as surprised as you" Akame said as Mine walked off.

"Unbelievable, Unbelievable, Unbelievable" she muttered over and over as the Max looked at her as she left.

"Uh, is she going to be okay?" Max asked

"Don't worry, she's just surprised, just the like the rest of us" Akame said

"Yeah, and apparently you used some sort of fused mode?" Lubbock asked

"Oh that, well that is a simple explanation" Max said

"That was what we call your Duo Strike Modes, which are fusions of two modes into one, make them twice as powerful" Steel said

"How did you gain this ability and why didn't you tell us before?" Akame asked crossing her arms

"Oh, well to be honest, I thought my normal modes would be enough, considering my last few fights" Max said making Akame sigh

"You shouldn't base your future fights on past one Max" Akame said with a disappointing look

"Yeah, my bad, but as for how we got this power, that is long story" Max said

"So we'll shorten it for you. You see we got our butts handed to us by Morphos in our first encounter with him, due to his ability to copy our modes" Steel said

"But luckily we found a way to beat him, it turned out the Frankenstein wannabe could only copy one power at a time, so our my dad gave me and Steel a power boost thanks to place called the Turbo Chamber" Max continued

"Thanks to that, we gained the power to fuse our modes and kick stiches butt to next week" Steel said

After this the assassins were quite surprised by this, hearing that they had power like this.

"So, how many duo modes do you have?" Sheele asked

"As of right now, three, but were still trying to experiment" Max said

"I see, well in that case, since Tatsumi is now you're unofficially spy and with Esdeath hurt and probably in recovery, I think we should all get some sleep" Akame said getting a nod from everyone.

Everyone then started to file out of the meeting room, returning to their rooms, until Leone then grabbed Max's shoulder getting his attention.

"Hey Max, can we talk?" Leone asked getting his attention

"Yeah sure" Max replied

They then made their way to Max's room their Leone sat down on the bed along with Max.

"So what did what to talk about?" Max asked

"I heard what you said to Esdeath" Leone said making Max arch in eyebrow in confusion

"I said a lot of things to Esdeath, you're going to have to be specific" Max said causing Leone to smirk

"Never hurt my friends, including the one I love" She said causing Max's jaw to drop and his eyes to widen

"Wait?! You heard that?!" he shouted

"Yep, heard every last word'' she said making Max blush

"I'll…leave you two alone" Steel said flying off to the door only to smack into the door, quickly opening and closing it in a rush.

"Coward" Max silently said to the fleeing ultralink, turning his attention to the blonde girl before her.

He's mouth felt dry as he tried to come up with a response to Leone statement, but he had nothing. Leone then let out sigh causing Max look at Leone sadden face.

"Who am I kidding, you probably said that because of the adrenaline of the fight, besides you were probably talking about someone else anyway, sorry I wasted your time" she said getting up to walk away until Max then grabbed her hand stopping her.

"Leone, wait" Max said making Leone sit back down, "That…wasn't just the heat of battle and I wasn't talking about anyone else…I was talking about you" Max said causing Leone to looked shocked

"You…were?" Leone asked a little hopeful

"Yeah, I was" Max said the red on his cheeks growing.

"Why didn't say anything sooner?" Leone asked wondering what took Max so long

"You have to understand, it wasn't like "love at first sight" or something, at first I just saw you as a friend, but the more I spent time with you, and way you help me get used to Night Raid, even helping me get past Bulat's death my feelings started to change slowly" Max explained as Leone looked away in embarrassment.

"You know, in an ironic sense, I was the same way" Leone said shocking Max, "I first, I just saw you as someone to tease, just to play around with, but then when I saw you help us so many times and witnessed how selfless you were, even saving a girl from death at the capital, I couldn't help but have feelings for you" She said leaning in close to Max.

"Oh, I didn't know I left such an impression" Max said blushing at her praise

"Yeah, you did but again why didn't you say anything?" Leone asked wanting to know the answer

"Well, mostly because I was scared" Max said shocking Leone

"Scared? Of what?" Leone asked

"Of being in another relationship, you see my last girlfriend and I had some…complications, you see it was hard for me to balance my life with her with my hero life which leaded to some problems. Due to me being busy all the time and putting her danger a lot, she couldn't take the pressure much longer and decided to break it off" Max said making him grimace

"Oh Max" Leone said placing a comforting hand on his shoulder

"I mean were still good friends, but because of that I was little scared to get back into another relationship again" Max said

Suddenly Leone then hugged Max to his shock.

"Listen Max, it's not good to hold in your feelings, because you'll regret it one day, not telling the person how you feel until it is too late, so listen Max don't be scared of this, we'll make it work I promise" Leone said making Max blush

"Uh, Okay then, I'll try" Max said making Leone smile, "Although I think I maybe out of practice a little, but I'm sure I can…" Max said until Leone placed a finger on his lips as she smiled.

"How about you start with kiss, hero boy" she said with a teasing smile

"Uh, sure" Max replied nervously

Max and Leone then leaned in slowly until Leone then pulled Max in, pressing her lips on his, at first Max was surprised until he then melted into it and started to enjoy it. They stayed like this for a couple of minutes until they broke to get their breath as they started into each other eyes.

"I love you, Max Mcgrath"

"I love you too, Leone"

There! How boy that was long chapter! A whole lot of stuff happened, Max fought Esdeath, Duo Strike mode made its appearance and Leone Max got together. Holy Molly, I hope you all enjoy this one and I hope to hear from you all.