Warning: This story is a het romance, male fictional character/female OC, rated PG-13 for some swearing and mature content. Later chapters may be rated R for sexual content. Maybe.

Disclaimer: Aerinah Jordan is an original character, created by me. Max and pretty much all the other characters belong to Rodman Philbrick and/or Miramax. I am not making any money off this story.

Author's Note: This story is based on the books Freak the Mighty and Max the Mighty, by Rodman Philbrick, and the movie The Mighty (which was based on the first book, starring the amazing Elden Henson as Max). If you really want to grasp the background of this fic you should probably read the books and/or watch the movie. Actually, you should do this anyhow cause the books and movie are truly wonderful. It's worth it, trust me. However, I have tried to put in enough explanation so that you should be able to follow my fic without any prior exposure to canon.

Speaking of canon, there are several points on which the books and the movie don't agree. In most such cases I have gone with the books, not the movie. So, for example, Max's hometown is Portsmouth (not Cincinnati), Grim's first name is Arthur (not Elton), Freak's last name is Avery (not Dillon), and Max never failed any grades (let alone the seventh grade twice).

This story takes place three years after the events in Max the Mighty, when Max is seventeen. I hope you enjoy it. Please review!


A Better Fate Than Wisdom

Chapter 1: A Sasquatch With Feelings

So, if you could see me right now, you'd probably think it was the weirdest, dumbest thing you'd ever seen. You'd be thinking, first of all, what's he got to cry about? I mean, who'd think a Sasquatch had feelings? That would be the weird part. And then, if you knew what I was feeling – if you knew I'm not just sad, I'm also really scared – you'd probably be thinking that's dumb, the guy's the size of King Kong, he shouldn't be scared of anything or anybody.

I know that's what most people would think. But Worm, my little sister, she's not most people. So when she comes into the down under to see if I'm ready to go and finds me scrunched up in the corner trying not to cry, she doesn't laugh or anything.

I don't hear her come in; she's really small and light and she almost floats along without touching the ground. She doesn't make any noise on the basement stairs, not even the third one up that squeaks so bad it sounds like it's going to snap every time I go lumbering up and down.

I just look up and there she is sitting on the floor in front of me. "Rachel," I say, rubbing at my eyes. "I didn't hear you."

I know," she says. She studies my face for a moment, then asks, "Are you sad cause you're going to miss us?"

"Yeah," I say. "Chicago's a long way from Portsmouth. We'll see each other for holidays and stuff, but that's it. It won't be the same."

Rachel frowns. I can tell she's been thinking about this a lot too. "We went there in the Prairie Schooner with Dip, remember? We passed Chicago the second day, and we stopped a lot – for food, and Frank and Joanie, and the cops."

I sure do remember. That was how Worm got to be my sister, running away together to escape the Undertaker. I notice Worm doesn't say anything about the fire ants we also encountered – or rather, my pants encountered – on that part of the trip, for which I'm grateful. But Worm's still talking.

"Grim said it'll take about six hours to drive straight there. That's not that long. I don't get why you can't come home for weekends, or at least every second weekend."

I sigh. Even every weekend doesn't sound like often enough right now, not when I don't want to leave at all. "Everybody will be busy. You'll be in school, and your mom will be working, and Gram and Grim are too old to spend all their time driving on highways. And this is college. It's not like high school; it's a lot more work. I bet I'll have to do homework all weekend, every weekend, just to keep up. If I can keep up…"

Worm bites her lip. "That's really why you're sad, isn't it?" she says softly. "Are you scared?"

I try to say yes but there's this huge lump in my throat all of a sudden, so I just nod.

"You'll do fine," she says, squeezing my hand. "You're really smart, Max; they wouldn't have given you a big scholarship if you weren't really smart."

"I don't know," I say. "The thing is, it's not just about reading, and writing, and studying. Maybe I'll be good enough at that stuff, but you have to do exams too. I hate exams. And you're supposed to talk, and give presentations and stuff. You know I'm no good at talking."

"Yes, you are," Worm says, and only scowls more fiercely when I shake my head. "You are. You can talk to me. Just pretend you're talking to me."

"But that's different," I say. "I can talk to you because you listen. You don't look at me like I'm some big dummy. You don't make fun of me." I sigh in frustration. "But everybody else does."

Worm looks like she's thinking hard. "Well," she says slowly, "then maybe going far away to college will be a good thing. Nobody knows you there. Maybe you'll make lots of friends. I mean, I bet you will."

I open my mouth to tell her I don't think big and dumb and scary looks any different in Chicago than in Portsmouth, but just then Gram calls down the stairs from the kitchen. "Maxwell? Rachel? Hurry up, kids; we're getting in the car."

Worm stands up and tugs on my hand. "It'll be okay," she says. "You'll see."

I get up, grab my backpack off the saggy mattress, and take one last look around. My room isn't much – smelly threadbare rug, drippy cement walls, creaky old bed a mile too short for me – but it's my home, has been since I was four years old, and I don't want to leave it. But I turn my big clumsy feet around and make them walk out the door, and up the stairs after Worm.

""

The whole drive, it's like I have bugs crawling around in my guts, I'm so nervous, and it doesn't get any better. It takes us ages to find my dorm, Maclean House. Grim finally has to stop and ask some guys tossing a frisbee for directions, and while one guy tells Grim where to turn, his two friends just stare at me, crammed into the back seat like an overstuffed suitcase. I try to ignore them but I can feel my face getting hot. Why do people always have to stare? I know I'm big and goofy-looking, but I still have feelings.

Then when we do find it, my stomach tries to drop into my shoes. It's this tall, old brick building with crosses up by the roof peaks that remind me right away of Worm's stepdad, the Undertaker. Remind her of him too, I think; she makes this funny squeaking noise and scrunches down in her seat. Gram hears her but she doesn't get it at all; she says, "My, it's a lovely old building, isn't it?"

Even worse than the not-so-lovely old building, though, is all the people. There are cars all over the place, and tearful moms hugging girls in faded jeans, and boys in sweats carrying duffel bags and footballs across the grass and up the stairs. There are kids sitting on the front steps and a bunch of jocks leaning out a window three floors up, yelling and whistling at the girls walking past below. I wonder if they'll start yelling at me when I get out of the car. And even though my neck is sore since I can't sit up straight, and both of my feet are asleep, I just want to stay in the car forever.

But Grim and Gram get out, and Worm, and then Grim's pulling my door open and I have no choice.

Rachel wants to help carry stuff, so Grim gives her my backpack. I put my duffel bag over one shoulder and balance the biggest suitcase on my other shoulder, and then grab the other big suitcase with my free hand. That only leaves the little suitcase for Grim, and nothing for Gram, but that's good; they're not getting any younger.

We lug my stuff up the stairs to the door, past all the people sitting and standing and shouting and staring, and then when we get inside we just stop there like dummies because we don't know where to go. There's this counter off to the left, though, like an office or an information desk or something, so I go over there and they give me a key card for my room – number 344 – and a bunch of papers and stuff that I'm supposed to read and sign.

Gram herds us into the elevator, cause of all the stuff. I don't like elevators; they're too small and I get worried the cable will snap or something cause I'm so big. Which is dumb, I know, but they still make me nervous. But it doesn't take long to go up two floors, and then we find my room, which is way down the hall to the right, past the washrooms. My door is on the left side of the hallway, which is good; that means my window will be over the back of the building, not the front.

The room isn't bad, actually; not when I'm used to living in a smelly, damp basement. The bed's way too small, of course, but there's a nice big desk with a wooden chair that just might be sturdy enough to hold me up, a closet with shelves in it, and a bookcase. All the furniture is this nice reddish wood color, and the walls are white, and there's dark green carpeting on the floor.

Gram starts fussing at me right away to unpack my stuff, so she can make up my bed and get me settled. Grim gives me this look that means "just humor her," so I start pulling everything out of the suitcases and shoving it in the closet and stuff. Worm, meanwhile, has opened the window and is leaning out to have a look around.

"Max," she shouts, as Gram is making hospital corners with my navy blue top sheet. "Come look at this girl!" I cram the last armful of clothes onto one of the closet shelves and go stand next to Worm, but she's still got her head out the window and we won't both fit. "Oops," she says, and leans back. I stick my head out, but I don't see anyone.

"I guess she heard me," Worm says quietly. "She left."

The Worm looks sorry. Probably she feels bad that this girl might think she was being made fun of. We both know what that feels like. "What about her?" I ask.

"Oh," Worm brightens. "Her hair was so cool! It was orange!"

"What, like yours?" I tease. Rachel has bright red hair, and right now it's glowing like fire in the sunlight.

"No, I mean really orange. Like a Creamsicle, or a neon sign. She must dye it. It was awesome!"

"There," Gram says behind us, and we turn around. The bed is all made up with my new sheets and my new plaid comforter that Gram ordered from the Sears catalogue. They even bought me a bunch of new clothes too, which is good cause I had just about outgrown everything again. I haven't gotten any taller in the last six months or so, which is something of a relief, but I got a lot wider helping Grim fix up real bedrooms for Worm and her mom, which we just finished this summer. Grim says I've got muscles on my muscles, and whenever Worm calls me Max the Mighty, Gram snorts and goes "Max the Mighty, indeed."

Then Grim clears his throat, and Gram tugs on the collar of her blouse, which she does when she's nervous, and it hits me all of a sudden: they're going to leave now. They're going to take Worm and drive away, and leave me here all by myself.

And that's when I know I really am a big dummy, cause I never realized until this moment what that means. It means if any of the kids at home tease Worm about how much she likes books, or about her crazy stepdad, or about me, I won't be there to make them quit it. And when I get laughed at for saying stupid things or tripping over my big feet or just being a huge freak, Worm won't be there to tell me to just ignore them and that I'm smarter than they think.

Gram and Grim say goodbye, and they both give me these stiff quick hugs. The Worm is sniffling, and I'm afraid if she starts to cry, then I will too, and like I already said, that's the dumbest thing you'd ever see. So I pick her up quick and give her a hug, and Worm squeezes me so hard it hurts.

And then they're gone, and I'm alone.