Max ran back into the room with a good sized metal ring to try in Astro's leg.

"Astro! I'm ba-" he stopped realizing that the bench where Astro had been was empty. How far could he have gone on one leg? Max thought as he began searching around for the missing robot. He looked high and low all across the gym, almost giving up, until he noticed a trail of oil drops going toward the stairs. Quickly, he climbed up the stairs and out onto the roof, where he found Astro sitting on the edge of the elevated wall, looking down on the cluttered alley way. His injured leg was pulled up against his chest and the other hanging down over the side.

"Hi Max." Astro greeted him without turning around, and continuing to look across the alley way.

"But I- you where- how did you do that?" Max replied.

Astro turned his head to look at him with a smile "I already told you, I have really good hearing." He looked back at the worn street, and released his hurt leg to hang over the edge of the building and set his hands next to him to lean on. Max advanced to where the robot was sitting and positioned himself next to Astro on the wall. They sat there in complete silence, until Max leaned in closed to Astro and whispered.

"What are you staring at?"

"Not staring, just thinking"

"About what?"

"Why I couldn't take off." As he said it he glanced up toward the sky.

"Have you ever flown Max?"

"In a plane, why?"

"Because it's the best thing in the world." He replied, his eyes spoke louder than his words as they gleamed with the happy unshared memories "You're completely free up there, no noise except the wind roaring in your ears, and the wind in your face."

"Sounds incredible-" Max hesitated, a million questions swirling in his head. "Astro?"

"Yeah?"

"Why are you so. . . oh how do I phrase it-?"

"Human?" Astro interjected.

"I guess." Max replied, blushing in embarrassment.

Astro sat there for a long moment, thinking of whether or not to avoid the question. After awhile he let out a small laugh, and said almost to himself.

"Why is that always the first question?"

"You don't have to answer if you don't want to-" Max quickly replied.

"No it's okay, huh, where to begin?" he thought aloud.

"How about the beginning?" Max said.

Astro let out a deep sigh, looking back down from the sky back at the abandoned street.

"My creator, his name is Dr. Tenma" Astro hissed out the name. "He had a family, once. A wife and an eleven year old boy, his son's name was Toby. The wife died when the boy was very young. After the death of his wife, Tenma became a very work oriented man. He was the head of the Ministry of Science, the lead robot designer. And begun ignoring Toby for the most part-"

"What does this have to do with you?" Max interjected.

"Just wait, I'm getting to that. Anyways, "Astro continued "One day on the way home from school Toby was in a terrible car accident, broke his spine, and died instantly. Tenma heard about the accident from a co-worker and rushed to the scene, he found his dead son and ripped him away from the paramedics. He rushed Toby to his lab at the Ministry of Science and managed to transfer most of his memories to the computer before all the oxygen had left the boy's brain, and before the paramedics arrived and took him. That's when Tenma really went crazy, I mean literally insane. He decided to duplicate his son, a perfect replica, but not so fragile so that he would never lose him again. Not a clone, but close to it."

Max gasped.

"Yes, that robot was me, meant to replace his son. In consequence he created the most advanced piece of technology ever, a robot with a thinking process almost exactly like a humans, and more importantly, a robot with emotion. He was very happy, but only for a short while, because soon he figured out that I could never be the child he lost. This infuriated him and he tried to wipe my memory and burn down the Ministry of Science. He almost succeeded, but the fire was soon reported and I was discovered. When they reactivated me, I didn't remember anything, it was a new beginning. But, it didn't last long, Tenma built me so much like a human that when he attempted to wipe my memory, it was like giving me temporary amnesia." he fell silent, a sad look on his face. They sat there for a few moments, Max trying to soak in everything he just heard, staring at the broken pavement below

"And I thought my dad was bad." Max said trying to get Astro mind off it.

"Your dad?" Astro inquired.

"Yeah, he was dating this girl, they where pretty serious, but then I was born and he left. I never even met him until last summer when my mom died and he showed up to reliquish his rights to me and grant them to my aunt and uncle. He basically sold me to them for 50 grand. I only started to forgave him over the summer."

"Wait, then why are you with him now if he gave up his rights to you?"

"After how much we bonded last summer, my aunt agreed to let me spend all my summers with him. It's pretty awesome." Max smiled.

"Well at least yours had a happy ending." Astro said with a sad half smile.

"What do you mean?" Max asked.

"Mine doesn't get a 'Happily Ever After', and since my so called 'father' has tried multiple times to destroy me. His excuse being he's 'testing my limits'. This gives me reason to believe he is the one who disabled my rockets and sent me here."

At the sound of this Max perked up with hope. "Wait, did you remember something?"

"Yeah, I'm confident that he tried to erase my memory, but only partially succeeded, and he might have tampered with other memories."

"What did you remember?" Max asked again, staring at him intently.

"Well. . ." Astro paused for a minute, not sure if he wanted to tell him. "He sent robotic dogs after me. . . then I told him he was crazy. . . and then he socked me until I passed out."

"You can pass out?"

"How many times do I have to tell you how human like and advanced I am?" Astro asked rolling his eyes.

"Until it sinks in that you're a robot, which will probably never happen." Max replied smiling wide. Slowly he let himself slide off the side of the wall onto the roof so his lower legs still rested on the wall and his back on the roof. He stared up at the blue sky, dotted with a few big white fluffy clouds.

"Astro?"

"Yeah?"

"Have you ever just sat and watched the sky?"

"No, why?"

"Because, when you look at the sky you see the same sky hundreds of thousands of millions of others have seen, but you know you see it completely different then everyone else."

Authors Note

Sorry this chapter took so long, my teachers where all like "oh you want free time? here is a MILLION POUNDS OF HOMEWORK!"

So. . . yeah, I promise I own't give on this fic! It just takes me awhile. . .

R&R please! It means you care!