A/N: Hey, look! An update! In my defense, I've been working on this for most of the two months it's been since my last update. But, you know, "real life" has cut down on my writing time.

*Shameless self-plugging*: And in case you didn't catch it, I wrote a little MR one-shot. You should check it out (wink wink).

I am drifting somewhere between awake and asleep when something wet slides down my cheek. I startle into a sitting position, raising my fists, ready to punch whatever Eraser had the audacity to drool over me. My eyes don't open to a wolfish maul, though. Oh. The next fat raindrop lands audibly on my tight fist. It's followed by another on my arm, then my boot and ah in my ear man that's cold. I glare up at the heavens, only to narrowly dodge a hit in the eye. Mother Nature, you sadistic bast—

"Are you awake?" I lower my gaze from the dark (and dripping) treetops to the slightly darker shape on the ground next to me. Nick's propped up against a rock in an effort to lessen the pain he'll be feeling in his abdomen tomorrow. His bangs are wet, and it takes me a moment to realize it's from sweat and not the sprinkling of rain. The night air may be cool, but nightmares can do wonders with your internal body temperature. I self-consciously wipe the moisture off my own brow.

Nick's staring intently in my direction, but obviously can't see well in this dark. I clear my throat. "Over here, Nick." The rain builds to a steady drizzle, punctuated by the large pearls dropped from the leaves above us. Nick somewhat blindly reaches out, and I reciprocate with a little more dignity. His stance visibly relaxes at the contact, but tremors still run up his arms from the unscheduled, ice-cold shower.

James knocks his head against the tree behind him as he nods awake. He volunteered to take first watch after my offer to watch-all night-was shot down. Guess he slept anyways.

When I'm sure I have their attention, I decide to make a decision. "We're going to have to find some better shelter." This is answered by two groans. It had taken an hour to find a place to crash for the night that didn't scream "look for me here," "I dare you not to freeze overnight," or "Nick's dead aunt will haunt you in your sleep." Finding a place that is dry, too? In this weather?

Piece of cake. "Follow me."

James grumbles. "Too tired. Just let me sleep in the rain."

"You and Nick will freeze."

"And you'll absorb heat from the atmosphere?" Nick asks with a raised eyebrow.

I brush off the question with a hand gesture neither of them can see. "I'm warm-blooded."

"Uh-huh. So are we. We're all—" James interrupts himself with a long yawn. "—Mammals." I tip my head to the side and shrug non-committedly. Nick's grip tightens in my hand, and I use it to help hoist him to his feet. The sky is lit by a long bright flash. James opens his mouth to say something but is cut off by an earth-rumbling roll of thunder. He slides to his feet on his own.

Nick frowns, kicking absently at a sapling. "It's too dark to safely walk anywhere." He reaches around until he finds his backpack, then pulls a heavy flashlight out of the side pocket. After some fumbling it emits a steady beam of light that illuminates the forest floor. Nick sighs like he was afraid it wouldn't work. "There. Bess is always prepared." The end of his sentence is clipped, like he realized too late the verb tense he's using is wrong.

Neither James nor I bother to correct him.

There's another rip of lightening, this time close enough I can feel the electricity in the air. James jumps at the heart-stopping boom of thunder that follows. As the thunder's echo fades, I clap my hands together like the cheery summer camp workers in the movies Nudge and Angel like to watch. "Either of you hiked in the dark before?" They both shake their heads.

I frown, adding 'Survival 101' to my mental checklist of skills to teach. (In case you're interested, this list also includes Dumpster Diving, Harmonica-Playing, and, most importantly, How to Follow Max without Hesitation.) "The thing is, that light is going to attract, um, predators. And if there's anybody following us on foot, we may as well carry around foghorns to make sure they don't miss us."

The flashlight is suddenly flicked off. "I didn't think of that."

"Dude! I can't see a thing!"

"I'm rolling my eyes, Ig-Give it a minute. Your eyes will adjust." I wince at my mistake. James is not blind, Max. Stupid muscle memory. Anyways, I roll my shoulders back and turn in a random direction with just enough confidence to look like I know what I'm doing. "Okay, guys, follow—" There's a loud thump behind me. I pivot around to see what the noise is about, only to be met with a single lanky silhouette. Slightly panicked, I ask, "Nick?"

"Down here." The beam of light flickers back on, this time from the forest floor. Nick uses a tree to pull himself back up. (Note: all that walking must've made his bad leg stiff.) He brushes dirt off his soaked pants and mutters, "Tripped over a tree root," as explanation. He rubs the bandages over his stomach regretfully.

I pinch the bridge of my nose. They obviously can't see well enough to get anywhere in this light, and judging by Nick's pallor - he looks like someone just showed him his hospital bill - he can't afford another fall like that.

The decision I'm about to make will probably get us killed. I sigh. "Use the flashlight."

"But you just said—"

"Don't argue with me. Just do it." (Ugh, I need to start 'Maximum Academy' classes soon.) Nick, accustomed to my leader voice by now, just rolls his eyes and adjusts his grip on the flashlight. James gapes. I have a sudden vision of Erasers picking us off one by one, so I quickly tack on, "But my condition is that we hold hands." Neither of them respond, so I hold out my open hand towards James.

James blinks hard. "Wait. You're serious?"

"Dead serious. We don't know who we're up against and I'm not about to underestimate them. I don't want to risk it."

Something in my tone must convince them, because we link up, James in the middle and Nick in the rear, pointing the flashlight ahead of all of us. I take the lead.

I'm not afraid of Them, whoever that is. I'm not afraid of the police who may be working for Them. I'm not even afraid of the wildlife. (Actually, I wouldn't mind a snack). But it's high time I run into an Eraser. Or rather, an Eraser runs into me. Like, this is a personal record for man-wolf evasion, and I'm not even actively trying. As the three of us trudge through the thickening mud, I scan the forest ahead of us for any signs of life. Not that I would know what to do if I saw one.

It's not long before the cold rain soaks through my jacket. I shudder when it starts to reach my wings. The boys can't be faring any better; James' fingers are already cold in my hand. I squeeze them a little tighter.

James must take the movement as some sort of cue, because he starts filling the un-awkward silence with awkward questions. "So, you do this a lot?"

"James, be quiet. And watch out for that—" Nick and I pull him back over his feet, "—stump." He lapses back into our focused quietness.

I shiver again when an icy drop worms its way under my jacket and slides down the length of my back. I don't know why, but I'm cold. I don't get cold; being a birdkid means having a metabolism so high that my body produces enough heat to keep me warm at a frigid ten thousand feet above the ground. James and Nick aren't even shivering, so I shouldn't have small bumps sprouting up my arms and down my legs.

Something is wrong.

Nah. I'm just paranoid.

"Why do you keep doing that?" James asks from behind me. The sudden sound makes me jump. (Only a tiny bit, though).

Nick is obviously as confused as I am. "Doing what?"

"That!" James exclaims, nodding his head just enough for me to know that he's trying to gesture but not enough for me to know where.

"Um, sorry." It comes out more as a question than a statement, but James seems to accept it.

When we start working our way through a particularly dense thicket of bushes, I do a three-sixty. James must have seen it, because he starts his unnecessary commentary again. "You're really paranoid."

I grit my teeth, reminding myself that he has never had to survive in the wild before. Much less while being hunted. "Being paranoid comes in handy when you're on the run. Trust me."

"So you've been on the run before?" I don't give him an answer this time, instead letting the silence drag on.

Nick's breath catches. A quick glance confirms it's just his leg, probably still sore from yesterday. Before I can think of anything to say to him, James starts talking again. "You're going to drive me crazy. Is it Morse Code? Because you suck at it."

This time, I stop to address James (partially to give Nick a breather). "Listen, I rock Morse Code." Fang and I learned it when we were little to communicate past bedtime. We spent hours knocking conversation into the bedroom wall dividing us. Until Iggy caught on and started eavesdropping, that is. "What are you talking about?"

James shakes our linked hands violently. "This! You keep tapping my hand!" He demonstrates, rapping two quick beats on the back of my hand with his thumb and three on my palm with his index finger. "I don't get it!"

I pause before responding, my fingers automatically tensing in James' grip. Subconsciously. . . I must have. . . Dang it. Those taps are how we communicate directions to Iggy when we're trying to be quiet, or flying, or really any other time it's inconvenient or dangerous to talk. It was dark, and we were being quiet, and we were creeping through the woods, and I guess. . .

"I just had a song running through my head. Sorry."

James frowns. "Well. . . then. . . You have terrible rhythm."

Nick chuckles. "I could have told you that."

I shrug, hoping to get moving again soon. (Was that rustling to our left?). "Can't argue with that." I start to walk again, but there's resistance behind me.

Nick hasn't moved. "You agreed to that way too easily."

I tug again to get us moving. Neither boy budges. "No, I just said I can't argue with you. It's not the same thing as agreeing."

Nick shakes his head. "The day you back down from an argument is the day the world ends."

I purse my lips. James looks back and forth between us. "Is there something going on between you two that I don't know about?"

We reply with a simultaneous "No." James waits a moment, then nods knowingly. I may yank his hand a bit harder than necessary when we start moving again.

Another shiver runs down my back, this time accompanied by a tingle at the back of my neck. I slow our progress to pull another three-sixty. I find nothing, but it doesn't ease the twist in my gut. When I start moving again, it's in a different direction, and faster than before.

James stumbles on something behind me. "Jeesh, calm down. Nobody besides us is stupid enough to be out here in this weather." As if to prove his point, another crack of lightening follows his statement.

I respond when the thunder finishes rumbling. "You don't know that." My voice comes out lower and more threatening than I intended. It's a natural response to thinking of Erasers jumping out from behind trees to drag their claws through your throat.

"Max, is everything okay?" Nick sounds out of breath, reminding me that he's injured.

I force myself to slow down, but don't stop my almost spastic search of our surroundings. "Do you want the truth or the easy answer?"

"Max—"

"I'm kidding. Just. . . we need to find somewhere to rest, okay? I don't want you guys to freeze."

James inhales deeply. "It's not even that cold out here."

I start to educate him on basic wilderness survival – it doesn't have to be that cold – when a long howl stops my heart.

It looks like the boys heard it, too. We stop, listening for a repeat. We're rewarded a minute later, and I can swear it's closer this time. James asks, "What was that?"

Nick huffs. "It was just a wo—" Another howl, and this time I'm sure it's closing in on us.

Adrenaline floods my system. Erasers. It has to be. "Run!"

To their credit, they follow my order without hesitation. Not that either of them have much of a choice, seeing as I've broken into a mutant sprint and we're all still holding hands.

The funny thing about imminent death is that it really snaps everything else into perspective. Take now, for instance:

"Max? Why the he—"

"Oh gosh, oh gosh, I think I'm gonna hurl!"

"Slow down!"

Forcing two whiney teens through a cardio workout? Not a problem.

The rain has saturated the ground, turning the dirt under our feet into mud. Every time I try to pivot into a new direction, I narrowly avoid sliding into a tree, rock face, or other undesirable shock absorber.

Traversing nature's slip-and-slide? No biggie.

A familiar burn starts eating away my breaths. They become labored and erratic, nothing like the carefully controlled inhales and exhales I use when I exercise. It's not long before I'm panting like a thirsty dog.

Wait. This is new.

I do a quick mental calculation, using my last known running speed but taking into account visibility, weight, terrain, and adrenaline. No, still wrong. I shouldn't be tired already; I could run miles on the treadmill at the School before getting short-winded. This whole sleep-deprivation thing must really be taking its toll.

Or maybe it's something else. My brow furrows.

I wonder if my headaches have anything to do with it?

My train of thought is derailed when my feet take a violent detour. I hadn't even realized we were running along a slope, but there's nothing like an uncontrolled tumble downhill to snap you back into reality. Luckily, James and Nick's combined drag creates enough friction that our decent is stopped long before we reach the river at the bottom.

"Nick, turn the flashlight back on."

"I can't." This is quickly followed by the clack-clack-plop of something small and metallic finishing its downhill journey.

"I, uh, dropped it."

James groans. "Dude—"

"Hey, it's not my fault! Max is the one who started sprinting through the woods like a. . . a fairy or something."

That was so bad it genuinely makes me worried. A quick once-over confirms the boys are soaked, frozen, and somewhat confused, but otherwise unharmed. That is, except for Nick's leg. It hasn't started bleeding again, but when he tries to stand on his own it buckles under his weight. I bite my lip, searching our surroundings for any sign of the Erasers. "We can't run much further."

"No duh. I can't see a thing."

"Thanks for your input, Iggy. Fang—" Dang it, I did it again. "Nick, do you think you can handle climbing a tree?"

"What? Why?"

"Wait, who's Iggy?"

I ignore James, hoping he'll drop the subject. "Wolves can't climb trees." Obviously. Well, Erasers may be able to, but if it comes down to it I can draw them away while the boys hide.

I offer a hand to Nick to help him up. He takes it gratefully and gingerly tests his bad leg. "That's what this is about? The wolves?"

James climbs to his feet like an old man. "What kind of name is 'Iggy' anyways?"

I speak in a low tone so that only Nick can hear me. "Wolves are the least of our worries."

"And who is Fang?" comes another quip from James.

I huff in exasperation, my well of patience leaking faster than the sky above us. "Do you ever stop talking? Good grief, you're worse than Nudge!"

I must have raised my voice, because the last word seems to ring in the silence.

Silence?

So we lost our tail?

Nick is the first to speak again. "Max, you need to tell us what's going on." James, wisely, keeps his trap shut.

"I. . ." I swallow my panic down with my words. I can't tell them anything. It's too risky.

But it's riskier to drag them around without them knowing what they're getting into.

I nod, needing the (invisible) physical action to cement my decision. "Okay."

"Wait, you're going to tell us? Really?"

"Don't push it, Jamie." The new nickname shuts him up. I allow myself a small smile, taking his hand.

"Here. This—" I tap his palm once, "—means to turn right. This—" I tap twice this time, "—means to turn left. And this—" I tap the back of his hand, "—means you need to pick up your feet, because there's an obstacle in your way. The number of times I tap should give you an idea of how high to climb."

"I knew it meant something!"

"Whatever. Let's find some shelter."

"And then you'll tell us?" Nick gently prompts. When I look back, he's giving me the same serious face I'm used to getting from Fang. The weight on my shoulders lightens a little.

"Yeah, then I'll tell you. Everything."

This time when I pull, they follow, albeit slowly and clumsily. It takes a while for James to figure out how the tapping system works, especially when it comes to climbing over rocks and fallen trees. But it's not until I put a hand on his shoulder to steady him preemptively that it dawns on him.

"Hey! You can see!"

Oh, shoot. "Not really. I'm just as blind as you."

Nick had been quiet, lost in thought or something. But he snorts at my comment. "Honestly, Max, how long do you think you can keep that lie up?"

I shrug. "Old habits die hard. And," I add, "people are more gullible than you'd think."

"So, forever?" James only sounds half-joking.

My reply throws the rest of the travelling into a darker mood. "Until the day I die."

~xXx~

It's an hour before we find someplace dry to sit. It's another half hour before I manage to coax a flame out of a pile of damp kindling. All of this is done in silence, nobody willing to push me to say anything further.

Well, good.

I watch trails of water travel down the bottom of James' shoes and drip onto the backpack underneath. (Basic care for a twisted ankle. He should be fine by tomorrow.) He's already half-asleep, leaning against the rock wall like it's a couch cushion.

Nick, on the other hand, is too busy staring at me to be lulled to sleep. And as much as I'd like to say it's because I have something stuck in my teeth, the look he's sending my way reminds me of the one I give the kids when I'm trying to lecture and they keep talking over me: I can wait, but you'd better not make me.

Dang it.

"You ready?" To his credit, Nick is at least trying to be patient. But I can hear the excitement thrumming behind the words, and to be honest I can't blame him. It's human nature to be curious.

I lift my eyes from the crackling fire I've been pretending to study but still can't find it in myself to meet Nick's gaze. Deep breath. "Yeah."

Awkward silence.

James, eyes still half-lidded, prompts, "It's easier if you just spit it out."

My first instinct is to retort with something like 'Yeah, you would know,' but everything I'm about to do is against my first instincts and I should at least be consistent. "The truth is. . ." I trail off again, unable to find my words.

"I don't even know where to start." It's not like I've ever had to explain this to anybody before. How much detail should I go into? Should I tell them about my elevated heart rate? The reason I hate snakes? The incredibly unhealthy meal the Flock shared when we celebrated the one-year anniversary of our escape?

Nick shuffles over and untangles my fingers from my hair. I hadn't realized I was fidgeting. Nick shifts his stare to the fire, too, lost in thought. Then, "What's your name?"

A small smile. "It's Max. Short for, ah, Maximum. Maximum Ride." James snickers, but a quick kick from Nick sobers him up real fast. The exchange is so familiar I find myself talking before I can even think of what I'm saying.

"Ride, like Sally Ride, the first American woman in space? She's kind of my idol. I was absolutely obsessed with her when we first escaped the School—"

"School?"

"The School. It's, um, where I grew up."

Nick squeezes my hand. "Where the you-know-whats came from?"

I rub my shoulder self-consciously with my free hand, fingers brushing damp feathers. "Yeah."

James, looking much more alert than he had five minutes ago, asks, "What you-know-whats? What do you know that I don't?" The last part aimed at Nick, of course.

Before I can think of more reasons not to, I stretch my wings through the slits in my clothes. The muscles protest as they unfold for the first time in days. The cave isn't wide enough for me to unfurl all the way, but I still give a few practice flaps to loosen them up. I let my eyes drift shut as the fire starts to warm and dry my cold and damp feathers.

"Dude. Don't." That was Nick. My eyes snap open to zoom in on James' fingers, no more than two inches from my brown primary feathers. Both wings instinctually flinch back.

James seems to get the message, though, and scoots away from me, hands held up in apology. "Sorry! I didn't mean—well, I wanted to—aw shoot, you can't just spring something like that on me, okay?" There's a moment where the only sound is James catching his breath. He settles for staring out my outstretched wings in awe. "It's just so hard to believe."

I frown. "Tell me about it." Without further fanfare, my extra appendages recede into their biological hidey-hole. Well, that sounds gross. But, I mean, it kind of is, if you think about it.

Anyways.

Nick seems to choose his words carefully. "Max, how did this happen?"

I meet Nick's eyes for a second. Despite sitting right next to me, he didn't touch my wings once. When I start to explain, though, I look back at the fire. It's easier than seeing people's reactions. "The School was—is—what we call the lab where we grew up. Whitecoats—er, scientists—experimented with human embryos and animal DNA to make, well, me."

I pull my knees into my chest and rest my chin on top of them. "My DNA was spliced with a bird's. I was the first one to make it past infancy." My fingernails dig into the palms of my hands. "There were a few others avian hybrids who made it, too. Angel and the Gasman—we usually call him Gazzy—are the only actual siblings. They're the youngest, then there's Nudge, Iggy—he's blind—and, um," I glance at Nick, "Fang."

I take a deep breath to force the lump in my throat down. If I don't get through this now, I won't ever. Still, I choose not to elaborate on the Flock. Nobody asks me to, thankfully.

"Anyways, the six of us escaped with the help of one of the whitecoats, and we've been living on the run ever since." There, short and sweet. Are we done now?

"You said you were the first avian hybrid to live. What about—"

"The vampires?" I drop my knees back down and lean against the wall behind me. "We call them Erasers. They're lupine hybrids."

"Wolves."

"Yeah. They do the dirty work for the School."

James innocently asks, "Like, cleaning the bathrooms?"

My stomach lurches at the memories of what I've witnessed. The blood rushes out of my face. "We don't talk about it," I whisper.

Another few minutes pass, the boys digesting information and I already regretting what I've said: too much. Then James takes a few false starts to finally ask, "You said six of you escaped. Where are they?"

It feels like somebody's hit me in the gut. I look out the opening of our cave, into the wet darkness outside, to hide the water building in my eyes.

"I wish I knew."