A/N: I would be really proud of how many reviews the last chapter got. However, I know it was only because SOMEONE (you know who you are) spammed up my inbox with reviews because she wanted to be the 222th reviewer. Since none of those reviews were legit, I don't even count them.

On another note, there's only gonna be about 2-3 chapters left of this story. Thank god. If you look at the date that this was published (March 7, 2011) you'll see that this has been going on for over a year. That's soooo long. Too long. You shouldn't be able to see someone's writing skills change that much in one story.

Ulquiorra: Not to toot your own horn or anything…

Anyway: Disclaimer time. I don't own Maximum Ride, or Ulquiorra who I have character-napped. But I'm working on that one. (LOL I wish!)

Despite my ridiculous number of injuries, I somehow make it back to Manhattan with the rest of the flock without falling out of the sky. We had decided to head back to the city and disappear in the crowd, where the Erasers couldn't find us or anything.

"You macho thing, you," Max smirks when we land in nighttime Central Park and I immediately collapse on the ground, woozy, my head spinning. But I feel a little better. My ribcage doesn't hurt quite so badly anymore, and some of the minor scratches are beginning to close up and heal over.

"That's me," I say, but I open my night-colored eyes and train them on Max's. Truth be told, my lips are still tingling from earlier, and I flew most of the way here pressing my fingertips to them on and off. When my gaze cuts to hers, she turns a brilliant shade of scarlet.

"Are you really okay, Fang?" Nudge asks worriedly, hovering over me.

I sit up, rotating my shoulders and taking a deep breath. "I'm okay. Flying helped loosen me up some." But I can tell Max isn't fooled. I look like I fell off a cliff after being hit by a train. I probably still look like a kitty on my cheeks, and all my movements are stiff and wooden.

"Look," Max says, turning away from me, "let's find a place to hunker down, catch some Z's, and then take another shot at the Institute. We've got to figure it out – we can't stop now. Right, guys?"

"Yeah, right," Nudge agrees eagerly. "Let's do it, get it over with. I want to know about my mom. And other stuff. I want to know the whole story, good or bad."

"Me, too," says Gaz determinedly. "I want to find my parents so I can tell'm what total scuzzes they are. Like, 'Hi, Mom and Dad, you're such scum!'"

Ig helps me to my feet, and I lean heavily on him, letting him support us while I act as the eyes. Max leads us back into the subway and down on the tracks. Easing down from the ledge and onto the long metal lines, I narrow my eyes into the distance. Back to the underground city, eh?

It doesn't take us long to return to the cavern filled with the stench of loneliness. I sigh and rub my hands together, forcing my split lips into a smile. "Boy, does this look inviting," I say with mucho gusto.

Max grimaces at me as everyone scrambles up onto the ledge and then help me up after them. I lay flat on my back, concentrating on regulating my breathing as a sudden wave of nausea overcomes me. Letting my fist hang out to the side limply as the others stack around it, I take deep breaths through my nose, feeling like I'm going to hurl. Someone tucks my hand back over my chest, because I can't do it myself. I'm already asleep.

A defensive "Cool it, sucker!" slaps me awake a couple hours later. I stiffly sit up, my eyes open and narrowed, scanning the room. To my dismay, I discover that the nausea has still not passed, and the slight movement sends my stomach roiling, so I try to hold still and breathe shakily through my mouth.

"You're screwing with my Mac again," says the same voice that woke me, and my woozy eyes locate the forms of Max and the same hacker from earlier. Max has the poor dude's arm twisted violently behind his back. At his words, she seems to relax and release his arm.

"What happened to you?" he asks rudely, nodding at me as he nurses his arm.

"Cut myself shaving," I say, my voice unsteady.

The dude frowns and rubs his shoulder. "Why'd you come back here?" he demands at Max. "You're totally wrecking my hard drive."

"Let me see," Max says, and he withdraws his laptop and boots it up, flicking open the screen. The light that emits from the machine makes my head pound in time with my heartbeat, and I feel even sicker, so I take slow breaths and avert my gaze.

"It's weird." The hacker's voice sounds puzzled at whatever's on the screen – probably images from another of Max's brain explosions. "You guys don't have a computer with you?"

"No," I say, then add, "not even a cell phone" before he can ask.

"What about a Palm Pilot?" he asks.

Whatever that is. "Nope," Max says. "We're kind of more low-tech than that." Like, having Kleenex would be a huge step up for us.

"A memory chip?" he persists.

Max stills. I glance at her, trying to quell the queasiness that rises in my chest – half from the sickness, half from his mention of a memory chip.

"What kind of memory chip?" Max asks, struggling to sound casual.

"Anything," the dude says, "anything that would have data on it that would interfere with my hard drive."

"If we did have a chip, could you access it?" Max asks, choosing her words carefully.

"If I knew what it was. Maybe. What do you have?"

"It's small and square," Max says, not looking at him.

"Like this?" The guy holds his fingers about three inches apart, watching Max for confirmation.

"Smaller." She turns away from him.

His fingers are half an inch apart. "You have a memory chip this small?" His voice in incredulous, and he lets his hand drop. As Max nods, he leans forward, looking eager. "Let me see. Where is it?"

Max takes a deep breath. "In me. It's implanted in me. I saw it on an X-ray."

His eyes are horrified behind his goggles. With shaking fingers, he mechanically powers off his Mac and snaps it shut. "You have a memory chip that small implanted in you," he repeats dazedly.

Max nods wearily.

The dude slowly and shakily gets to his feet, like we're wild animals that will attack if he moves to quickly. "A chip like that is bad news," he says, his words tumbling over themselves. His feet step backwards, trembling, landing awkwardly on the cement. "It might be NSA. I won't mess with it. Look, you stay away from me! Next thing you know, they'll be after me." His hands go up. "I hate them! Hate them!"

He turns and runs away as fast as his stumpy little legs will carry him.

"See ya," Max mutters. "Wouldn't want to be ya."

I glare at her, my eyes adjusting. "I can't take you anywhere," I accuse irritably.

It doesn't take me a long time to fall asleep. It feels like a couple minutes – but is probably a couple hours – later, when I wake and see Max thrashing on the ground, murmuring to herself. Slowly she stills, and then opens her eyes and looks at me.

"Now what?" I ask.

"I know what we have to do," she says. "Wake everyone up."

"This way," Max commands as she leads the rest of us into the dark tunnel. I narrow my eyes at her back suspiciously, again leaning on Ig as we follow her. The other three trail behind, making loud exclamations at the echo qualities in the tunnel until Ig warns them to be quiet or else.

What is she thinking? I think, a little angrily. Sometimes it's like she forgets that the rest of the world isn't inside her head with her. She didn't even bother to tell us what brought on this little epiphany. I have my suspicions; the shining first one being that the Voice gave her some kind of command or instruction or crap.

I don't trust that Voice, I think with a frown.

To make everything worse, my nausea has yet to pass. It feels like I have an elephant sitting on my chest; the pressure is awful and I can't release it. My head is throbbing, and my hands are shaking a little bit. The cool air in the cemented tunnel helps the sensation a little, so I continue to concentrate on my breathing.

"Did the Voice tell you about this?" Nudge asks loudly.

"Kind of," Max says cryptically.

"Great," Ig mutters in my ear, and I look at him with surprise on my face. Not that he can see it. But I'm glad that I'm not the only one who doesn't trust the Voice.

"Okay, now the tunnel splits and we take the one with no tracks," Max says confidently.

Did the Voice tell you that too? I want to ask, but bite my tongue. Drawing in a shaky breath through my nose, I let it out and press forward with Ig.

Max has her eyes aimed to the floor, and she stops abruptly and kneels. We all halt behind her as she runs her hand impatiently over the floor before standing and puffing out a huge breath. "It should be here," she mutters, peering into the darkness.

What should be here? I think angrily. Is she ever going to bother enlightening us on the nature of this mission? I hate being left in the dark, and Max doesn't seem to care to turn on the light bulbs.

Suddenly Max closes her eyes and walks forward. What on Earth…? After a few steps, she looks down and grins.

"Go, Psychic Girl," Ig mutters resentfully, not liking being knowingly ignorant either.

"It's over here," Max calls, and we follow her to see just exactly what 'it' is.

'It' turns out to be a rusty metal grate. Ig and I help her force it from the ground, noticing the way the screws holding it down disintegrate into rusty ash. We set it aside, and I peer into the hole it leaves. A ladder leads down into a hole. Yellowish, once-fluorescent lights illuminate the tunnel, but I don't need them to tell me what's down there. The scent speaks volumes. Or smells volumes.

Without even questioning it, Max lowers herself into the hole and begins to climb down the ladder into the sewer system of New York City.

The first skepticism I have is of the ladder itself. The image of the screws disintegrating into ash is still fresh in my mind. But Max makes it down there without problems, so the rest of us follow.

The stench hits my headache like physical blows, so I open my mouth and breathe through that instead. But the odor coats my tongue like a second skin, and I can almost taste the sweetly pungent aroma.

We're standing on a two-foot grimy ledge, leading out into the distance. Fourteen feet across is another ledge, similar to this one. The tunnel is lit by cobwebby, filthy yellow lights running horizontally down the ceiling. And between the two ledges is a river of wastewater.

"Bleah," Nudge complains. "This is so gross. When we get out of here I want someone to spray me with, like, disinfectant."

Angel stuffs Celeste under her shirt.

"Max?" Gaz asks, slipping his hand into mine. "Are those, um, rats?"

"Yes, those do appear to be either rats or mice on steroids," Max answers, her voice brisk and controlled, but her eyes tight.

"Jeez," Ig says disgustedly. "You'd think they'd want to live in a park or something."

We start to walk. In not very much time, we make it to an intersection of four ways, and Max immediately turns left with a familiarity that scares me a little. We walk on for a couple minutes before she stops again, just stops in the middle of the walkway for no reason at all.

She looks down, and I'm half expecting her to uncover another random manhole, about to put my foot down – no, Max, I will not let you incinerate us in the magma beneath the Earth's core - when she gasps suddenly and all the color leaves her face.

I stumble forward on shaking legs, grab her half for support and half because I'm about to fall over. She glances up and down, looking like a deer in the headlights. I'm afraid she's finally lost it. Then she seems to come out of it and looks at me with a shaky smile.

"You must be so sick of looking at me with concern," she says, sounding embarrassed.

"It is getting stale," I say, but there's no humor behind my words. "What happened? This time, I mean."

"I don't even want to explain," she says quietly. I release her arm like her skin has become a hot stove, but she doesn't seem to notice. Instead she uses her liberated arm to wipe sweat from her forehead. "You'd have me committed to a madhouse."

She steps around me. I wonder if my face shows the anger I feel inside. Obviously not, because it would be impossible to ignore. Ig clamps his hand on my shoulder, and we walk on.

After a bit Max stops again. This time I'm not sure if I'm expecting another mental breakdown, more ladders to climb around, or maybe even hidden pirate treasure that would make us rich beyond our wildest dreams. But no. There's a door set into the wall, and Max stares up at it with a pleased smile on her face.

"We're here, gang. We made it."

She reaches out and tries the rusty metal doorknob. Surprise, surprise. It's locked.

"Okay, guys," she says. "Can any of us open locks with our minds? Speak up now."

Of course no one can, so she steps aside and lets nature run its course. "Iggy, then." Proud to be recognized, the blind boy steps forward with a little smirk on his lips and pulls out his little lock-picking kit that Max gave him as a present and then confiscated barely two weeks later for forever because he picked the lock on her closet.

"Okay," Ig mutters, and feels for the lock. Then he opens his kit, selects one of his thingamajiggers, then changes his mind and pulls out another whatchamacallit.

Angel shifts uneasily, glancing at the rats, which are steadily creeping closer. "They're going to bite us," she says, clutching Max's hand and patting the bump under her shirt that is Celeste. "I can read their minds too."

"No, sweetie," Max reassures her. "They're just afraid of us. They've never seen such huge, ugly. . .creatures before, and they want to check us out."

"We're ugly to them. Right," Angel says, giving Max a tiny smile but keeping her gaze on the rats."

Ig breaks the lock in three minutes. Three long minutes. Sweat trickles down my back, stinging its way through the various cuts and scrapes it finds there. I hold up my hand. Each knuckle is outlined with dirt; my fingernails are almost black. One of my nails is actually missing. I can't believe I didn't notice that before. Must've come off in the fight with Ari.

We all grip the door and pull it slowly forward. Peering inside, I notice with a sinking feeling that there's a staircase, going down of course.

"Yeah, this is what we need," I mutter. "A staircase going down to the Dark Place."

Ig blows out a breath, sending his multicolored hair flopping above his forehead. "You first, Max."

We all descend into the staircase. It's pitch black. For some reason the light from outside seems to just stop, as if there's a wall, because even though there's light in the tunnel behind us, it doesn't take very long for that light to completely disappear.

"Let's keep moving," Max calls as we tramp down endless flights of stairs.

"Do you know what you're doing?" I ask, keeping my irritation in check as best I can.

"We're approaching our destination," Max says, sounding like a cross between a GPS system and a lovestruck poet. "We're homing in on the answers we've dreamed about getting our whole lives."

"We're doing what your Voice has told us to do." Call me paranoid, but I can't help but envision that door swinging shut and the stairs ending, leaving us trapped in here forever.

"Yeah?" Max says, her voice wary. "The Voice has been okay so far, right?"

I don't feel like answering that one, so I don't.

The stairs seem to stretch on forever, but finally we reach the bottom with Max once again stating the obvious. "Here we are," she says. I think my irritation must be mostly because I can't see, I have a crappy headache, and I can barely breathe without feeling like I'm going to hurl. Whatever it is, I really wish she would just shut up and act like she's not the queen of the world for just one second.

Maybe you're just feeling rejected because she kissed you and then apparently forgot about it.

My irritation grew. Shut up. You don't know anything.

You're just angry because you're in love with her and she played with you like that.

I'm not in love with her!

Plus you're in denial.

Shut up! What do you know anyway? !

And now you're arguing with yourself.

"There's a wall in front of you." Ig's voice breaks my argument with myself (?) and I shake my head furiously.

"Door," Max says after a moment of feeling around in the dark. "Might need you, Iggy."

Apparently not, because she manages to get the door open. Dim light is on the other side, and I blink rapidly to adjust my eyes to it. The door opens silently into a small room, and cool air washes over us. I inhale the clean smell, my nausea almost (but not quite) going away.

We step into the doorframe, filthy shoes sinking into a thick carpet. There's another door on the other side of the room, and Max opens it.

It seems too easy. Did we just walk right into a trap…?

That's when my train of thought ends at what I see. We're in a lab, a lab identical to the School.

"We're in the Institute," Max breathes.

"Um, is that a good thing?" Gaz asks.

"Holy fu – shit," I say, changing from one bad word to a slightly better one. Max doesn't reprimand me though, just stands there with her jaw hanging open for about five half-seconds.

You thought I forgot, didn't you. But guess what? I have the memory of an elephant. A Fangiphant, that's what I am.

"No kidding," she finally agrees.

In the lab, there are tall banks of sleeping computers – it's not yet dawn, dry erase boards with diagrams drawn hastily, as if the drawer was in a rush to get them down. All the machines are humming quietly, screens dark. All except one, and we make our way to it, hearts pounding.

"Okay, guys," Max says quietly, sliding onto the stool in front of the computer. "Fan out, stay on guard, watch my back. I mean it! I'm going to try to hack in." She grabs the mouse and clicks.

Password?

Max cracks her knuckles loudly and I wince. She then puts her fingers to the keys and begins to type.

I can't see what she's writing, since the letters on screen appear as little black dots. But after about a zillion times of the letters zooming backwards after fierce interactions with the backspace key, all of our nerves are frayed.

"This is pointless," Max groans, burying her hands in her hair.

"What's wrong, Max?" Nudge asks, leaning in closer.

"Who am I kidding?" Max exclaims. "There's no way for me to crack the password. We've come all this way for nothing. I'm such a loser! I can't stand it!"

Nudge slides in next to Max, an intense frown on her face. She puts her finger on the monitor, reading the words on the screen, her lips moving silently.

"Nudge?" Max asks.

Nudge closes her eyes. Her hand splays out over the screen.

"Hello? What are you doing?" Max demands, but Nudge doesn't answer. At least not in the way Max expects her to.

"Um, try big X, little j, little n, big P, the number seven, big O, big H, little j, and the number four," Nudge says in a whisper so quiet I can barely hear her.

Max stares at Nudge, then swivels and glances at me. I give her a tiny nod. It can't hurt to try.

Max quickly types in the letters Nudge said, then hits Enter. The computer whirs, and the screen comes to life, icons scrolling down the screen.

My jaw drops.

Nudge opens her eyes slowly and smiles. "Did it work?" she asks brightly.

"Yeah, it worked," Max says, sounding stunned. "Where'd you get it?"

"The computer. Like, when I touched it." She reaches out and touches it again, looking pleased with herself. "I can see the person who works here. It's a woman, with frizzy red hair. She drinks way too much coffee. She typed in the password, and I can feel it."

"Wow!" says Max. "Touch something else."

Nudge goes over to the next chair and lays her hand on it, closing her eyes again. "A guy sits here. A baldie," she says, smiling. "He bites his nails. He went home early yesterday." She opens her eyes and grins delightedly at Max. "I have a new skill! I can do something new!" she says. "This is so cool!"

"Good for you, Nudge," says Max, sounding proud as she turns back to the computer. "You saved our butts here."

Silence falls over the room, broken only by Max's feverish clicking. No one wants to distract her. Suddenly her breath hitches, and with a final click, a printer begins to whirr and spew out papers.

"What are you doing?" I ask, coming over.

"I think maybe I found something," Max says, her voice high-pitched with excitement. "I'm going to print it, and then we should get the heck out of here. Start getting the others together."

She bends down and starts scooping the papers into her pockets, folding and cramming them all in until the printer stops.

"Come on!" she says urgently. "Let's split! Let's go!"

"Uh, just a second, Max," says Gaz, his voice sounding really weird. I looked over with alarm. He was standing by a fabric-covered wall, and of course his curiosity had prompted him to pull aside the curtain. We all creep over and look inside.

Max covers her mouth. Angel lets out a small scream, and I cover her mouth with my hand, staring in horror into the room. All my muscles go slack, and I stare in limp shock.

Behind the curtain is a glass wall. No biggie.

Behind the wall is a lab just like this one, with computers and stations. No biggie.

The biggie was that in this lab room there were cages.

Dozens of cages.

And each one had a child-sized form inside.

Mutants.

Just like us.

So I put up a poll on my profile, and I'd love it if you all took a sec to go vote. It's about whether Holly should be in the next chapter, and it's kind of important. So…please review and vote on the critical-ness of this story!