Author's note; Story takes place after the end of School's Out-Forever. It's from Max II's perspective, and is mostly about her. It also attempts to explain Max II's origins briefly. Other characters will be mentioned but will not appear, except for the group of boys from the first book who were bullying Ella Martinez. That said, please enjoy.

I couldn't believe it, even after two weeks I just couldn't wrap my mind around what had happened in the Itex lab that day. I was better than the first Max, I didn't have any of her weaknesses, And yet I still lost, had almost died.

And now here I was, in the slums of New York City, trying to survive.

I almost wasn't here at all. Back at Itex, after the Gasman had set of that bomb, I was almost caught by the Erasers when I came to. Only few scientists had regained conciousness. The Erasers (except for Ari) weren't in the room when the bomb went off, so they weren't knocked out. They were however, ready to tear apart anything that wasn't their handlers. And guess what, I was the only one in the room who fit that description anymore.

It didn't help that Jeb Batchelder had said that only one of us Max's could live.

Being a clone means that, on a DNA level, me and original Max are virtually identical in every conceivable way possible. She had blonde hair, so did I. She had a scar, I had the same scar in the exact same place,

She had wings, so did I. And I knew how to use them as well.

Before the Erasers could react to what had happened I was through the hole the bomb had made and into the night sky. I saw that Max, the first one, and the other were already in the air, and I wanted to rush after them, but for some reason I just couldn't. I can't really explain it.

I guess there really couldn't be two Max's at once...

Now I had to find someplace to go. It was obvious Jeb wasn't going to accept me back, and I couldn't just go up to someone and say, "Hi, would you find it in your heart to take pity on a poor, mutant bird-kid and possible give me a home?".

Yeah, like that would work.

Eventually I made my way to New York. I mean, the other Max was able to survive there, so why couldn't I? I just had to find a place to set down where I would cause any commotion. I obviously couldn't do that in the city for obvious reasons, and I'd been flying for days with little rest and even less food, so upper New York was out as well. I would have to land in the less desirable part the city affectionately know as, "the ghetto". I'd have to wait until nightfall to make entry completely effective, so I found a construction site and set down on the highest stable part of the unfinished building and waited till the sun went down.

While I was waiting, I saw some newspapers lying around, probably left by the men who were working on the building. Most of them were many months old, and most were torn up. The headline on one said something about "bird-kids", if they were really not. That couldn't have been anyone other than the other Max.

How they hadn't been caught back then would forever be a mystery to me.

Eventually night fell and I flew down to what looked like...well, let's just say the spot were I landed was bad, but not the absolute worst the city had to offer. I looked around. Hmm, no one on the street, I didn't hear any sirens. It looked like the coast was clear.

As I made my way through the ghetto, I tried to use as many alleys as I could to keep from being seen. For the most part it worked, I was able to avoid most of the people during the day, and at night I would find an abandoned building to sleep in. Food wasn't as hard to come by as you might think, between the stuff that restaurants, bakeries, and grocery stores throw out, it's a wonder that there's any food left in New York at all.

Things went smoothly for about four days, then everything came crashing down.

I'm not just talking about the places were I sleep, (Though one of them started to be demolished while I was sleeping in it. I almost didn't get out.) but my entire situation.

It started one night when I was running back to the building I was sleeping in that night. Running you ask? Because it minimizes the chance of someone see a girl in the sky with a thirteen foot wingspan and eventually bring Erasers down on me.

Anyways, I wasn't really watching where I was going, (bad habit), and bumped into a group of five or six boy about my "age", maybe a little older.

"Hey!" he said as he spun around. "Watch where yo' going, you mother-" He stopped suddenly, a look of recognition slowly creeping on to his face. "Hey...I know you!"

"What are you talking about?" I said. "I've never seen you before."

They ignored me.

"I remember now, you're that chick from back west that got me expelled. Right, Jose?"

"You got that right, Dwayne. I thought we put her on ice a while ago?"

"Wait!" I shouted, suddenly realizing what was about to happen. "I'm not that-"

"Shut up! he yelled, slapping me across the cheek. I staggered back a few feet, not entirely expecting that blow. He continued. "Because of you I had to sit in 'juvie' for a month." He pulled out a 9mm from his pants. "This is for that beating you gave us back then," he snarled as he pulled the trigger.

Fortunately, I had seen what was coming, and was able to get away before he had time to aim properly. I was in the air before he could blink.

I couldn't say the same for the other guys.

They must have had guns of their own, because they were now trained on me. I knew I wouldn't be able to dodge all their shot at once, so I dove for the nearest alley.

Suddenly, pain burst from my leg. One of those yahoos must have clipped me before I was behind cover. The pain was so bad that I couldn't control my flight and I crashed into a bunch of trash bags in the alley. I looked at my leg and quickly assessed the damage. Dang, the bullet hadn't just clipped my leg, it was still in there. The good news, I was able to get it out.

The bad news, Dwayne and his cronies found me.

"Thought you could give me the slip, huh? Well, that just cost you whatever mercy I wasn't going to show you." His friends laughed at that. "Put her against the wall," he said. Two of the goons detached themselves from the group and pinned me against one of the walls.

"Say 'cheese'!" he said as he punched me in the stomach. If I wasn't getting the snot beat out of me I would have wondered why he said "say cheese" before he did. As it was, all I could thing about was what the other Max did that made him so mad.

He kept on punching, and then he kicked my injured leg. "AHHH!" I screamed. It hurt so much, I just wanted it to stopstopstopstopstopSTOP! It must have been maybe ten minutes before he let up.

"Hold up her wings," he said. He looked over my wings intently, as if trying to understand them somehow. Then he stepped back and pulled out his pistol again. He cocked it. "Nice wings, to bad you won't ever be able use them again." He pointed the gun at my left wing. "Any last words?" he asked snidely.

"Yeah," I grunted through the pain, glaring as much anger and hatred as I could humanly muster. "Go to h-"

"Cops!" one of the thugs yelled from the mouth of the alley.

BANG! He had jerked and pulled the trigger just as the other guy yelled "cops!", so his aim was slightly of.

Guess how slightly.

"AHHHHHHHHHHHH!" the bullet hadn't gone straight through the wing, but it was enough to send all new and equally intense pain surging through me.

I just wanted to die.

"Split!" Dwayne yelled. He knocked me over the head to make sure I wouldn't follow them as they got away.

Right. Like I could even move with all the pain they put me in already.

I was already close to blacking out, but I could almost swear that someone was picking me up and carrying me. It also sounded like she was talking to someone, but I didn't care.

I closed my eyes and waited for deaths warm embrace.

_/_/_/_/_/_/_/_/

I woke up with a start. The last thing I remembered was somebody carrying me and me losing consciousness. I looked around, expecting to find myself on white, fluffy clouds with a halo. Or, you know, surrounded by fire and brimstone. Given what my reletively short life has been like, that was the more probable option.

It turned out to be neither. I was lying in an old bed, in a room that looked like it hadn't been redecorated since the 80's. It was nice, but completely out of date.

There was a window in the room, and I could see other building that looked like they were in a lower middle class neighborhood. I tried to sit up, you know, to get a better view, but the searing pain in my wing kept me from moving to much.

"Oh, good, you're awake," a voice said from somewhere in the room, "I almost lost you a couple of times, but I guess Ol' Ronnie still got it!"

Dang, he must have heard me wince. I quickly looked around for a way out.

"Trying to escape, huh?" he said. "Go on, no one ever wanted stay my patient for very long; guess they couldn't stand this ugly mug o' mine, heh." His voice was heavy with an Italian accent, he probably grew up in Brooklyn.

"Wh-where...?" I croaked. Yeah, that sounded intelligent.

"You're at my house. When my daughter found you, she's called Marie by the way, you looked like you were on death's door."

I pulled the covers off and gave myself a once-over. My ribs had been bandaged, my leg was in a spilt, and my wing had dressing on it, among other things.

My wing...

He knew I had wings!

"She brought you here, guess she thought her old man still had a few tricks left up his sleeves. I used to be a surgeon, you know." He walked over to the bedside and held out his hand. "Ronnie Frizzelli, at your service." I weakly stretched out my hand and shook his.

"Max," I said, trying to figure this man out. He was maybe in his sixties, obviously Italian, and seemed to be perfectly fine with my being a recombinant mutant bird-girl.

"And don't worry about those boys that beat you up, Marie tossed them all in jail. I guess they won't be bothering us again, eh? You just lie down now. I'm going to make some soup, maybe you'll eat some later, huh?" He turned and walked into the next room, which was probably the kitchen.

Over the next few days Ronnie help get me back to health and I got to know him well. Even so, I still couldn't fully understand why he had helped me. When I was able to talk more I asked him that. His answer didn't really make much sense to me.

"Do you know who the 'Good Samaritan' was?" he asked.

"I think so," I said uncertainly. He chuckled and sat down next to me.

"I'll explain it for you. He was a man from Samaria, traveling on a long road. Eventually, he saw a man lying on the side of the road, beaten and bruised, much like you. This man was Jewish. The Samaritans and the Jews didn't normally like each other, but this Samaritan got down of his donkey and bandaged the man up. He put the man on his donkey and took him to an inn, where he paid for the man to stay there."

"Okay, what's so special about that?" I asked.

"It was special because before he got there, two of this hurt man's own people passed by him, and just kept walking on their way without stopping to help."

This I did not know.

"The point is, even though the Samaritan and the Jew considered each other enemies, he helped him anyways, even when two of the Jew's brothers didn't stop to help."

"Wow," was all I said.

"Now, how about some grub?"

I still don't entirely get this man, but I'm beginning to understand why he helped me. Maybe in the future I'll finally figure him out. After all, he's letting me live with him. I still have about a million questions, but I'll take it one at a time.

Fin.

Author's Note; In writing for Max II, I tried make her as much like Max Ride as possible, but with more of a professional edge to her. Also, I'm sure you just read my retelling of the "Good Samaritan" Parable. I did this because I wanted Max II to begin her road to understanding the Original Max and why she's like she is. I thought a bit of unconditional love from a kindly old man was a good place to begin. Please tell me what you thought. You'll notice I left it open for a sequel.