Okay, so this is pretty simple. This is a one shot, lemons, but hopefully some actual love, not just sex, included. Maybe, if this was enjoyed, I'll add a few more chapters with just more lemons.

Max/Fang. Set sometime after Max, yet before Fang. Dylan doesn't exist. They're both around 19. Cause last time I checked, fifteen year olds aren't interested in sex.

Oh, and FYI? I haven't read the actual books in a while, and I've honestly read more Maximum Ride fanfics than the actual story. So don't blame me if I get a few details mixed up, I can hardly tell what's from the original book and what's from the fanfics anymore...

Max's POV:

"Hey, Max?" I jumped, spinning around. I would recognize that dark voice anywhere. Dark, and deep, speaking of mysteries unknown as mysteries untold. The one the sent shivers down my spine...

And the one that was nowhere to be found.

Placing my hands squarely on my hips, I exhaled, blowing a stray piece of hair out of my face. "Dammit, Fang, move. You know that I hate it when you sneak around behind me." Yeah. If you didn't know already, Fang became invisible when he held completely still. It infuriated me sometimes, like now, when I was cleaning up the results of Gazzy and Iggy's last "experiment".

Melting out of the shadows, Fang stepped in front of me. Forgetting to be mad for a second, I couldn't help it as my breath caught, looking up at him. He was the only one in the flock taller than me. Dark and sinful, his eyes bored shamelessly into mine. His lips - very delicious-looking lips, I couldn't help noticing - curved into a smirk, staring at me. The extra glimmer of humor in his dark eyes only added to his appeal.

Feeling myself begin to blush, I deliberately looked down at the remains of the squirrel unlucky enough to catch Gazzy's eye. Although it didn't make my stomach roll, it was pretty gross.

"Help me with this, would you?" I could nearly feel Fang's signature shrug.

"Why waste time?" His voice, low and appealing, nearly made me shudder. It was so unusual to hear him speak, the effect his voice had on me was instantaneous. "It's a beautiful night out. Ever heard of Vincent?"

"Vincent who? And why would I care?" Ignoring the second half of my retort, Fang crossed over to me, standing so close our sides brushed. I had to bite my tongue to prevent the moan from escaping.

"Look," he whispered, bending down so that I could feel his breath on my neck. "It reminds me of the painter, Vincent. Starry, starry night..." I was hardly concentrating on his words. My muscles were tense, and I could feel an almost erotic pleasure building, simply from his breath on my neck.

We'd been dating for nearly two years now. Wasn't it time to take things a step further?

But what if he didn't want me that way?

Shaking my head internally, I decided to simply live in the present, reveling in Fang's breath, mixing with mine as I turned my head to stare into his eyes. I had the pleasure to listen to his breath catch for a moment, before continuing on in a slightly forced, yet still regular breathing.

"Let's go for a fly," he murmured, reaching out to wrap his arms around my waist. Not fighting at all, I leaned into him, feeling his heartbeat as my breasts pressed up against his chest. Wrapping my arms around his neck, I sighed, bringing my mouth to his in a kiss, expressing the unspoken passion between us. Twisting my head slightly to get a better angle, I pressed up harder against him, opening my mouth slightly to sigh lightly in happiness. Seizing the opportunity, Fang outstretched his tongue, gently, tantalizingly exploring my mouth. I didn't bother to hold in the quiet moan this time, and heard his low moan in response. Pulling back just enough to breathe, I whispered,

"Yes. Let's."

We flew over the dark trees, flapping in sync so we didn't fall. Fang hovered above me, hands possessively on my waist. I sighed, feeing the cold imprint of his fingers through my shirt.

"Fang," I whispered. "Your hands are cold."

"Warm them up for me," he whispered, and I wasn't sure if he was joking or not. But then, he flew slightly closer to my body, giving me the sense of being electrocuted as our wings brushed on every stroke. His arms wrapped more fully around my waist, and one hand slowly began trailing a teasing trail down to my pants. He reached the top button of my jeans, toyed slightly with the button, then slipped every so slightly underneath.

"Fang," I moaned at the feel of his fingertips against my skin.

"What?" he whispered, warm breath brushing over my neck before he attached his lips to a section of very sensitive skin on my shoulder. Our wings moved in exact movements, nearly pressed together as closely as our bodies. I could feel his front pressed, without an inch of space, against my back.

"We're - anyone - I mean, anyone looking up could - see us," I finished on a moan as his fingers slipped under the elastic of my underwear.

"Alright," he said easily, withdrawing his hand and removing his lips from my skin. I nearly whimpered at the sudden chill after his warm heat, but said nothing.

Folding his wings in slightly, Fang aimed directly towards a clearing below us. Following him, I couldn't help but admire his 15-foot wingspan, and the skilled way they opened as he landed without a sound on the forest floor.

Walking over, I folding in my wings, approaching him from behind.

"Fang?" I asked uneasily, wondering how to approach what had happened in the air - everything from our obvious lust for each other to his sudden withdrawal. He didn't turn around. Taking a step closer, I began to ask again, only to have him spin around, a look I had never seen before in his eyes. His arms locked like steel bars around my waist, and his mouth came down on mine. This wasn't nearly as gentle as I was used to, but I didn't feel the urge to fly away. Instead, I pressed closer to him, feeling the uneven surface of his jeans and his tongue, ruthlessly plundering my mouth. I moaned, moving my fingers into his hair. Although unbelievably soft, it hardly got my attention as one of his hands removed itself from my waist, and slowly began to travel up my body.

I pulled away. "Fang," I murmured. He paused to stare into my eyes, nearly making me gasp. They were black, blacker than the night sky that we had just flown through. And in the moonlight, they shone - shone with desire.

"I want you, Max," he murmured, voice husky with want. "I've wanted you ever since I knew what I even wanted. Please," With those final words, his right hand continued its journey up my body until it reached the beginning rise of my breast. I moaned, desperately lusting for him. He sighed, bending his head enough to kiss my jawline, then slowly lower, until his breath whispered over my breasts. I shivered, and his thumb gently brushed over my nipple. I gasped out loud as sensations thrilled through me. As he continued to massage my breast, I nearly missed the feeling of his other hand creeping slowly, slowly down the inside of my underwear, his dark eyes boring into me all the while. Locking my eyes on his, I moaned as his finger touched the tip of my opening.

"You like that?" he whispered, sexy, as he slowly walked me backwards. My back hit a tree, and he grinned mischievously at me, only his eyes and the bulge in his pants giving away his desire. Teasingly, I felt his index finger rub over my slit. I moaned, shivering at the waves of pleasure coursing through me. Desperate for more skin-on-skin contact, I reached out, touching the bottom of his shirt. Lifting it slightly, Fang got the hint, and allowed me to get his shirt off. Without any hinderance, I could see each clearly defined muscle in his well-toned body. Unable to stop myself, I lifted my hands to his shoulders, and trailed them down his body, all the way to the line of his pants. He moaned, throwing his head back and closing his eyes. Desperate, needy, I undid the first button, then the zipper, with shaking hands. Pausing, I looked up at his face, and saw his simmeringly arousing black eyes, focused intently on mine.

"I've dreamed about this, Max," he rasped. "I've dreamed about getting you out here, alone, in the middle of the night. I've dreamed about backing you up against a tree and fucking you senseless." I couldn't help but gasp, hopelessly aroused. I'd never heard him talk that way, but damn, it was hot. After a moment of silence, I finally thought of the right thing to say.

"Well, why don't you then?" His mouth was on mine then, greedily taking all he could get. Our tongues fought for dominance, before I subdued, aroused beyond any doubt. He then proceded to mark every inch of my mouth carefully, as though claiming me as his forever. As his mouth worked its magic on mine, his hands undid the clasps on my jeans. Shoving any clothing on my lower half down, I felt the gust of cool air, the sensation heightened by the wet between my legs. His hands reached down to the lower edge of my shirt, and pulled it off, somehow taking my bra with it. I was left exposed to him, shivering in the night air. I felt slightly self-conscious as his eyes prowled over me, and would have covered myself had I not clearly seen the heightening lust in his eyes. With a wordless growl, he yanked me back to him, kissing me hard as his hands wrapped around my hips, pulling me closer so that the bulge between his legs was perfectly centered between mine. If possible, I grew even wetter. Pulling back, gasping for air, I reached back to yank his jeans and underwear down his legs, pooling at his feet. His eyes on me, he stepped out of them, then walked towards me again,, undoubtedly masculine in his lust.

I felt the bark hit my back, yet Fang kept walking. He pressed his mouth and body to mine, close enough that I could feel every well-defined edge of him. His hands wrapped around my hips, lifting me just enough so that he didn't need to bend over to kiss me. And, I realized with a chill of arousal, so that he could slip effortlessly into me.

I felt him grind against my opening, and moaned. Loudly.

"I love it when you moan," Fang husked against my lips. I gasped, both at the passion in his voice and the feeling of his arousal against me. He pulled back from my mouth, resting his forehead on mine.

"Are you sure?" he whispered, staring into my eyes. I nodded, and he slowly pushed himself inside me. I could feel myself stretching, stretching to accomodate him. It was slightly painful, but not enough to overpower my need for him. Looking down, I saw that he was pressed in fully to the hilt. Looking back up at his face, I met his dark eyes, still boring into mine. Slowly at first, he pulled out, then thrusted hard back in. I gasped at the pleasure, my eyesight blurring slightly. Moaning, I locked my arms more securely around his neck, and made eye contact as Fang picked up the pace.

"Oh, oh, oh, Fang!" I groaned as white lights flashed behind my eyelids.

"Max," he groaned, slamming against me one last time before I felt his emission filling me. Panting, we curled up together on the ground, Fang still inside me.

"I love you, Max," he whispered, dragging my lips back to his.

"I love you, Fang," I whispered in response.