Agnes was latched onto Max pretty hard. Though she was thin and didn’t seem all that strong, Agnes did have a vice-like grip. Holding on tight she spilled a payload of insects onto Max’s shoulders, the swarm of flying insects clouding his vision, buzzing around his tightly sealed mouth, nostrils, and ears. Max seemed to be doing everything in his power to not panic but there was only so long he could keep that up. It was only a matter of time before the creepy-crawly legs and nipping pincers got under his skin and he would freak out. So many others had before.

She had a vague idea of his powers but she wasn’t exactly expecting what he had done next. Feeling gravity suddenly get very, very heavy, the insect queen struggled to hold onto him and then nearly lost her grip when he launched himself into the air. The insects that had been covering his face were jolt loose, most of them flying about, others barely clinging onto his clothes before being jostled off once he landed. Agnes took a second to catch her breath and re-establish her hold on him until she saw him pulled something out of his pocket – a yo-yo?

This confused Agnes until she watched him in action. The manner in which he used the unconventional weapon was impressive to say the least. He had attempted to shake her off again, lunging himself towards the large robot but quickly changing direction. It jolted Agnes, of course, but she was holding on tight, hissing in a very insect like manner towards his him. The centipedes started to crawl out from her arms and slipped dangerously close to his face.

Sadly, at this point, Max used his yo-yo (a surprisingly strong one) to break a nearby fire hydrant, causing a geyser of water. Plowing through it, another wave of her arm was washed away, except for the two centipedes who were still half-sticking into her arms. They snapped at Max dangerously, the scent of poison dancing on their pincers.

Agnes gasped, water filling her nose and mouth. She coughed it up, her grip loosening, until she felt another jolt of movement. Max launched himself at the towering robot who was continuing to crush her double. With a cry falling from his lips, Agnes growled, unsure of what Max was planning to do to the bot so unwound her arms from him and fluttered backwards. Still somewhat affected by his gravitational powers, Agnes struggled to gain the height and speed that she wanted, but still hover back and away from him.

As Max flew, the other Agnes was steadily going limp in the grip of the towering machine. Optimus Prime itself narrowed his gaze at Max before lifting his free hand into a massive fist. He lashed out with a powerful punch aimed directly at Max as his robotic voice shouted: ”FOR CYBERTRON!”

Good news? Agnes let go.

Bad news? Giant robot fist.

Max found himself free of Agnes' hold as she fluttered behind him. He could feel his picket of gravity still clinging to her. That might slow her down a bit. The more pressing thought was Poptumus launching a punch at Max. He couldn't stop, not with all the momentum he had been using to throw Agnes off of him.

Instead he changed gravity and hopped up, pulling his knees to his chest. The fist came in fast and Max ended up doing a weird roll over it as Poptumus reached full extention of his arm. Max sprang to his feet and started running up the robots arm at full speed. Crazy idea time version 2.0 was forming in his mind.

He stashed his yoyo back into his pack with his right hand and his left followed and he grabbed one of the rolls of quarters he had in his pack. Poptumus turned his head to look at Max and Max stopped. He pulled the quarters out of his pack and with his other hand smacked the wrapper. A wave of gravity wrapping around the roll and pulling it towards Poptumus' head.

Even if your a giant robot covered in metal science still had to apply to you somehow. Eyes were lenses, lenses were easier to smash than steel. The quarter flew out in a wave of shrapnel and smacked into the blue robot eyes.

"Please work." Max shouted.

Luckily Poptumus was still humanoid enough that when hit I'm the eye he did what any person would do. He raised his hands up to his face. Agnes Prime was released as Poptumus reached upward. Max hurled himself off of the robots arm and fell towards the bloody Agnes. He caught her just before hitting the ground and negated gravity for a second to break their fall.

He wound up gently plopping to the ground with the bloody Agnes beside him. The giant robot was shouting and seemed to be recovering from Max's strike. Max looked around trying to find the Agnes that had attacked him, he couldn't lose track of her, not unless he wanted another face full of wasps.

It was a clumsy swing with his a massive fist, far reach, and a completely metallic hand, what did it matter if the punch was precisely aimed. The giant robot flew, hard and fast at the instigator, aiming to bury him down into the concrete like a railroad spike. However the mutant proved to be far more versatile than was expected. Sensing the shift in gravity too late, the machine followed through with his punched but stopped once his fist buried into the ground as the younger mutant started to run up his arm.

The Agnes in his grip didn’t seem to be breathing anymore, just lying there, limp as a ragdoll in the robot’s grasp. It seemed almost as if the life was draining out of her and, to a point, it was. Droplets of rubies fell from between her parted lips and onto the ground below. She didn’t move, she didn’t twitch, she just laid there, looking mostly dead.

As for the bot, the enraged machine dislodged his arm just in time to see Max pulled a roll of coins from his pack. Again it didn’t compute how they could be dangerous – until they flew at him with all the weight and speed of shrapnel exploding from grenade. Several coins flew and dented his neck and chest plates, but those that struck his face did the most damage, especially when they broke through the lenses of his eyes and effectively blinded him.

”ARRGGHHH!!!”

Sparks flew from his face as the machine raised both hands to cover his blind eyes, at the same time dropping Agnes towards the ground. As the young insect queen plummeted, she was plucked from the air. Not that it mattered to the machine now, who, in a rage, began to swing wildly, arms driven into nearby buildings causing a cascade of broken stone and masonry to fall to the earth.

As he blindly felt, Agnes felt herself being set down gently in Max’s arms. She took a shaky breath as she reached out, gripping his arm. She could feel her body quivering in an attempt to keep her alive but from all appearances, she did look partially crushed thanks to the machine. Weakly she lolled her head, looking at Max and not all together seeing him. She kept her hand firmly on his, shaking her head as he weakly muttered.

”Y-You have to get out…” she gulped. ”CLASS…i-is going…haywire. Safeties has been t-turned off. G-Go…” suddenly her eyes went wide as she looked over his shoulder. ”Noo!”

The first Agnes reappeared, this time behind Max as she wielded what looked like an electrified baton. She suddenly hovered in mid-air, wings fluttered as she took advantage of the distracted Max who busied himself with caring for the wounded Agnes. Without word she shouted in an almost enraged manner as a bevy of wasps flew from her mouth, towards him, at the same time lashing out with the baton.

Agnes Primes fave told Max everything he needed to know. He heard the scream behind him and rolled forward, twisting and grabbing at Agnes Prime as he did. He threw his power over her and came up with a now weightless Agnes in his arms. He was facing the first Agnes and saw her baton swinging were only a second ago he had been. The wasps made it to Max as they spewed from Agnes' mouth and he bit back a curse as he felt them stinging him as the first few reached him.

He shifted gravity on himself and the girl in his arms and felt himself being slung backwards. This was exactly the kind of fight he wasn't prepared for. Agnes had seen his yo-yos and his coin attack, his literal bag of tricks was running short. His power required contact which put him in easy striking range of Agnes and made it impossible to catch all of her insects at once.

They flew back a few feet and Max took note of an alley to his left. He didn't know how fast Agnes could fly but he bet she was faster. He would have to hope he could corner quicker without the need of adjusting his body.

A quick change in gravity took him and Agnes into the alley. He flew down between the two building. He looked down the alley that was full of dumpsters and trash cans and swore. It was a dead end. He felt like a caged animal. He didn't know what to do. His wasp stings flared with pain and he knew more were on the way. The muscles in his body ached from him throwing himself around so much. He couldn't think he was losing. His mouth opened without him thinking and he didn't realize what he said until the words exited his mouth.

"CLASS: Initiate playlist-Dope Beats." He cried.

He had been told CLASS was customizable and had preloaded the program with his play lists before he had ever entered the room. He had expected to use it as workout music not like this.

The pounding bass and harmonic treble poured in the room from unseen speakers and washed over Max. The music revitalized him, calmed his fear. EDM pounded into CLASS, a familiar sound in an an otherwise alien situation.

Max braked hard at the end of the alley and flipped. His feet smacked against the brick wall and he dropped Agnes gently to the ground. He saw two waves of wasps flying at him. The music pumped in his ears and Max felt his head bobbing to the rythme. He vaulted off the wall, his arm grabbing a trashcan lid and bringing it up like a shield.

He spun into the first wave of wasps, the trashcan lid smacking into them either a satisfying clang Max hit them against the alley side wall. He did a quick turn and repeated the process on the second rush.

He spun back to center. He didn't see Agnes coming yet but knew she wouldn't just let him go. Despite the giant robots and crazy insect ladies Max felt a confident smile spread across his face. He brought his makeshift shield up to bear in front of him and as his eyes darted looking for motion his feet shuffled to the music, his head bobbed, his shoulders bounced.

"Alright Agnes. Let's dance" He said.

First!Agnes was fast, lashing out with her electrified baton and sending a swarm of wasps directly into Max’s face. The younger of the two was resourceful and skilled with his abilities, however, as he managed to avoid her baton while also using his abilities to pick up a now weightless Agnes. However, while he managed to avoid a rather terrible shock, he didn’t have the speed or reflexes to get away from the swam that she had unleashed towards him. They yellow and black wasps flew forward, several able to make contact with his face and several painful stings. Max didn’t stay to dissuade them, however, as he used his powers to make a rather swift getaway.

As Max careened down an alley, First!Agnes hissed an otherworldly, insect hiss and immediately took off after him. Her wings beat hard and fast, the sounds of buzzing deafening as the man-sized insect continued her pursuit. Teeth bared and eyes burning with fire, she flew after the fleeing mutant who carried the wounded Agnes in his arms. She wouldn’t let him escape. With her swarm picking themselves up and forming a thick cloud, they all bolted after Max as well, joined by a bevy of black flies. He wouldn’t escape for long.

---

Agnes shakily clung onto Max as she felt herself being lifted as if she weighed nothing. She was certain that if she were not being manipulated by Max’s powers that she would feel heavier and more in pain. Instead she felt like she imagined astronauts felt in space. She hovered just over his hands as he moved the both of them through the alley, zigging and zagging as a means of trying to escape their pursuer. However Agnes could hear the sounds of the buzzing from the First!Agnes’ swarm. They were closing in fast.

A quick glance to Max showed that he wasn’t doing too well. He had only received a few stings but they were on his face and had to be painful. She shook her head, holding onto him as she did so. Another turn was taken before they found themselves in a dead end. She gulped, shakily, her hands slipping down to her injured mid-section.

Max was quick to move to his feet. He was panicking as the buzzing grew louder and louder. Agnes watched as, in desperation, he turned and yelled up to the entire CLASS room – to play music? A deep and rhythmic beat filled the room, the bass deep and churning as it echoed everything inside. This occurred just as the swarm of insects rounded the corner and flew like hundreds of bullets directly at Max.

And he was impressive. Grabbing a trashcan lid, Max started to dance, moving with ease as he smacked a few of the bugs against the wall and moving in tune with the music. A confidence was visible in his eyes when he deflected the last and turned his eyes towards the mouth of the alley. He was ready and waiting for First!Agnes.

However, with his back turned, he didn’t see Wounded!Agnes stand. Her labored breathing had stopped and her supple body no longer looked crunched inward like a soda can. Instead she held out her hands as thin layer of skin hardened and fell off her body, including the insect wings she had. But, there was something far more menacing – the stingers. Large, butcher knife sized stingers punctured through her palms, dripping with venom. Just as First!Agnes rounded the corner and drew the most of Max’s attention, a second buzzing occurred, this time far closer.

Without waiting for him to turn and notice her, Wounded!Agnes, now Stinger!Agnes, opened her mouth as a new volley of flies and wasps flew at him. In the midst of the confusion, she charged, stingers poised and ready to find a home deep in his body, while from the other side, First!Agnes flew directly at him with a growl on her lips.

Max stood light in his feet letting the pulsing beat of the music in his ears clear his thought. Flying Agnes rounded the corner and Max was ready, up until he felt a searing pain in his back. A dozen needles poking into his back.

He head turned and he saw a new wave of insects was basically on top of him. How? Had Flying Agnes sent a wave to flank him. The answer he got was far worse however as he saw the once wounded Agnes charging at him.

On instinct he vaulted up, spinning to place his makeshift shield between him and the Stinger Agnes. More bugs attacked him as they clung to his back and the wave started to wash over him. He used bis power to assist him and found himself flying up parallel to the alley wall. Stinger Agnes proved a point that Max had felt nagging in the back of his head; this wasn't a malfunction this was all part of the exercise.

The two Agnes' were out to get him. Anger pulsed through him alongside the beat of the music playing. One of the pair was the real Agnes, and she wasn't holding back against him. He didn't know what the point of this training session was. More stings pierced his back and he swore against the pain, feeling it rum through him. He took that pain and balled it up, sharpening it into a dagger in his mind.

"It's survival of the fittest man. That's just how it goes." The voice in his head said.

"Then shut up and help." He mentally shouted back.

He heard a triumphant laugh inside his mind and felt a wave of adrenaline and focus run through him. Time seemed to slow as information flooded his mind. It was like a part of his mind had been waiting for permission to throw itself into the fray. Facts that Max hadn't taken time to analyze popped into the for front of his mind.

Stinger Agnes has motley, she had mentioned that at the beginning of their session. That meant she had no wings. If Max could clear the rooftops of the alley he would have the aerial advantage. This also meant that winged Agnes was the primary threat. He needed to neutralize her. He was sandwiched in the alleyway which put him at a disadvantage. He needed to stall for a few seconds and give himself time to get out of this trap.

His shield still held up between him and Stinger Agnes Max's free hand flew into his fanny pack and wrapped around the remaining roll of quarters. He brought it out in a flash and smacked the end against the trashcan lid, breaking the seal of the paper tube. He pointed the cylinder at Flying Agnes and threw power into it. The quarters inside exploded out in a rush, propelled by augmented gravity aimed at his opponent. He just needed to slow her down enough to get above the buildings.

The two pronged attack had worked – for the most part. As Stinger-Agnes sent a volley of wasps and flies against his back, Max was clearly knocked off his guard. However, he had enough mental capacity to push himself away and avoid the deadly stingers that jutted out from Agnes’ hands. As she barreled towards him, looking to plunge them deep into his body, he moved with a swiftness that she didn’t expect. Her stingers pinged painfully against the metal trashcan lid he used for a shield and then used to momentum to push away from her.

He was putting distance between the two of them but, at the same time, his back was still becoming a canvas of pain thanks to the wasps that Agnes had set upon him. The insects stung hard, causing a clear distortion of pain in the man’s eyes as he put distance between them.

Standing back, slightly crouched, Stinger-Agnes had her palms up, the deadly looking stingers glistening in the yellowish light of the alleyway. Her eyes burned just as firmly as the Flying-Agnes’ did when she began her chase in the alley. Speaking up, there was a deep fluttering that reverberated through the alley as soon Stinger was joined by Flying, to stopped next to her hovering over the air and staring back at Max. Around her there was a swarm of black, bloated flies forming a dark cloud around her. The duo made a truly terrifying sight.

The two Agneses (Agnesi?) remained next to one another, both of them eye Max up and down as if he were a piece of meat and they were rabid beasts. Stinger took several slow steps forwards, her hips swaying with every step as her eyes locked into his. Her stingers were still exposed, poison practically dripping from the very tips. A conniving smile pulled over her lips as she approached.

”Come on, Max,” she said coyly. ”You can’t begrudge me a little fun, can you? These trails don’t have to be so boring!” She hissed loud as she lashed out, stingers poised to strike again. Over and over she met with his shield, making several swift and calculated jabs that were met only with a disappointing ping from the lid. ”Stop being so difficult!” she shouted.

As Max fended her off, Flying suddenly took to the air, her battalion following after her. They made a quick and high flight yup before they all suddenly wheeled and pointed themselves downward. En masse they flew, like kamikaze pilots ready to slam into their selected target. But before Flying-Agnes could get too close, she barely caught that glint of metal flying directly towards her – more quarters. Agnes hissed, instinctively raising her arms to cover her face as coins began to buffet her from his attack. Taken off-course, Agnes fluttered chaotically as she tried to escape.

Meanwhile, Stinger was still at ground level with Max. Seeing at opening when he deflected her and turned his attack onto Flying-Agnes, Stinger rush him head first. She didn’t bother slashing at him, instead the slits in her legs opened and, a few feet from colliding with him, she kicked, hard, sending a mass of ants that flew from her flesh, through the open air at towards them. So miniscule, so small, they could hardly be seen until it was too late. She didn’t look to see how many landed but instead rushed in with her stingers at the ready.

There was no holding back with this test.

The Agnes' seemed to be enjoying themselves fighting Max. It was impossible for him to get a solid opening to escape upward. He was buying himself some time. Flying Agnes blocked her face as coins smashed into her and Max continued to counter Stinger Agnes to the best of his ability.

She was quick and the stingers pounded into his trashcan lid with solid impacts. Tiny dents formed in the lid as Max held it up to block himself. He got a bit of distance between him and Stinger Agnes. Time wasnt on his side. He knew his quarter attack wouldn't stall Flying Agnes for long. He needed to at least get one of them out of the equation.

Stinger Agnes charged and threw a kick from a few feet away. Max raised the lid instinctively and heard the splatter of insects connecting with it. She was adapting to how he fought, the longer this dragged on the worse his position would be. He came at him with her stingers and he made a desperate choice. He tossed the shield behind him at Flying Agnes, tossing it like a Frisbee. He kept his eye on Stinger Agnes arm as the Stinger came.

He took a solid step forward and twisted to avoid the posionous blade. He thrust his arm out in an open palm strike to hit Agnes in the center of her mass. All he needed was one instant of contact. If his strike landed he would throw his power over Stinger Agnes. The field would change gravity on her, sending her straight up to the ceiling and pinning her to it. If she wanted to act like a bug she could experience what a windshield felt like.

All the humor and engagement of the earlier Max seemed to be gone. Agnes noticed that, indeed he was a bit more frazzled right now, almost desperate. He was trying to win a situation that looked all-together impossible but he was handling it in stride. As Flying-Agnes hissed and turned her face away from the oncoming barrage of coins, Stinger-Agnes was taking advance of his distraction by sending a cloud of army ants directly in his vicinity. Sadly it seemed that the damned makeshift shield continued to prove to be useful.

The ant ticked pitifully off the shield, but Stinger-Agnes still wasn’t done. Barbs extended, she ran at Max, ready to inject a dose of poison that would render him unconscious and barely breathing. Flying-Agnes started to recover from the coins tossed in her face, just in time to watch as the metallic lid flew in her direction. She barely had the time to turn before the lid drove into her ribs and caused her to hiss and careen downward. She caught herself just in time before she splattered on a nearby roof.

Stinger went in for the stab but found that Max was still quicker. He twisted at the last minute and lashed out. The open palm struck Agnes dead center in her chest – and then she felt was weightless as a bubble. Well, as weightless as a bubble that was now being sucked upward and into a ceiling vent. Thanks to his manipulation of gravity Stinger-Agnes lifted off the ground and was flying wildly towards the sky. Thankfully it had a limit as it was only the CLASS room. Far and away, she thudded, hard, against the roof and felt her eyes roll back into her head. It was a painful hit but now that gravity was restored, she was seen falling limply to the ground.

Flying-Agnes, barely recovering from the trashcan lid, looked up just in time to see her falling doppleganger. She tried to move in an attempt to rescue her but stopped when she felt the soreness in her side. Stinger would have to be left to her own devices. For now, Flying-Agnes moved, slowly, onto her hands and knees in an attempt to stand. This would have proven the perfect opportunity for Max to flee but CLASS was still not over.

From above man there fell a small trickle of roaches down onto his shoulder. If he looked up, he would see that there was another Agnes, dressed just the same as the other two, but this one was clinging to the wall like an arachnid themed superhero from the comic books. As she lifted her hand, it was apparent that there were hundreds, maybe thousands of tiny, tiny insect barbs sticking out of her palms – her means of sticking to the wall. Before Max could register her presence, she opened her mouth wider and a steady stream of new wasps and flews flew at him.

Still…that was nothing compared to what walked out of a nearby door and into the alley they were in. On heavy feet, a fourth Agnes stepped out who looked a bit different than the rest. Her body was not the healthy shade of pale peaches it had been. This time it was a green iridescent color, casting an array of rainbow colors along the walls. On top of that, her skin look hard and jagged, like the plates of an insect…a carapace. Cracking her knuckles, this Agnes ran headlong at Max, opening her mouth as yet another swarm flew at the young man. She reared her fist back and lashed out when she was within range. If connected, her fist would hit with all the solidness of a car door. It would hurt.

Max saw Stinger Agnes fly upward and he felt rush of satisfaction. His eyes darted over and he saw Flying Agnes on her hands and knees. His body felt like hell. The stings and bites burned and itched. His muscles kept doing tiny little spasms sue to his constant use of power. Now that Stinger Agnes was caught in his field the timer was on. Max had three minutes before his power failed and he would be left defenseless.

He was about to charge Flying Agnes and he give her a quick kick to keep her down when he felt something fall onto his shoulder and shutter around. He looked up and saw yet another Agnes clinging to the wall using some kind of spider like power. His head hurt, he felt dizzy for a moment. More bugs spewed from her mouth at him.

"You have got to be fuc-" He began.

He never got to finish his sentence as he felt a powerful force slam into his chest and throw him back. He collided with a dumpster. He slid down to the alley floor and felt that his ribs were bruised in addition to all his injuries. He cried out in pain and looked up to see yet another Agnes. This one was armored and had punched Max. He felt like he had just been hit by a truck.

Life wasn't fair. He couldn't do this. It was too much. Fighting a single mutant that had control over their ability was usually a fair fight. Max had tried taking on two. Now he was staring at two more. What was the point of this.

He reached over his head and grabbed the dumpster, exerting his power over it. He threw it and as his fingers let go changed the gravity to double on the object and watched it fly towards armored Agnes. He negated gravity on himself and jumped to his feet. Bad move.

His ribs screamed in protest and no sooner had he landed on his feet did Max find himself kneeling with his arm against the wall of the alley. He couldn't stand. His legs weren't working. His head was spinning from wasp venom and the residual adrenaline in his body. He fought to rise but his vision swam. He looked at the horde of enemies before him and his vision started to tunnel.

"I'm not going down. I won't..." and he collapsed.

It was a hard fight to watch. Max fought hard, pushing through the offense that Agnes had put up. The two identical Agnes’ had thrown him off, allowed his guard to fall as he busied himself with trying to protect the real one, only to have his defenses get slipped under. It seemed that he was never without a face full of insects as the swarm worked together to bring down the one threat that they saw against their queen. Anyone else would have run screaming from the encounter, but Max was dead-set against not giving up. However, therein lied the problem – this wasn’t a test to see how strong he was, but rather could he accept his limitations?

Stinger-Agnes was still hovering somewhere above them, her body under the effects of Max’s mutation. Flyinger-Agnes was struggling with pain radiating from her ribs, and both Crawling-Agnes and Carapace-Agnes were advancing on him. Crawling pulled his attention while Carapace delivered a hard punch that clearly made the young man see stars. However, he still wasn’t allowing himself to go down. It was admirable, yes, but not every fight could be won.

As the ants from Crawling-Agnes began to pour down, crawling all over the young man, Carapace-Agnes stood nearby, looming above him. Exhaustedly she growled that he wasn’t going to go down, that he refused to. However, the second he collapse, Agnes knew it was over. As Carapace-Agnes lifted her armored fist to bring it down on the back of his head, there was a sudden shout from one of the nearby walls.

”CLASS! Break.”

One of the brick walls shifted and shimmered as the hard light parted. From within a doorway-shaped hole, the real Agnes Nicholas stepped out, her wings pressed down against her back. None of those Agnes’ that had been attacking Max were real. As a matter of fact, as she walked towards her fallen friend, the holograms that covered their bodies shimmered and vanished. Underneath the lights, they were just robotic frame, training droids crafted by CLASS to be used for these simulations.

Walking towards him, the world that CLASS had created vanished from sight, leaving geometrical structures all around them. As Agnes stepped up to Max, she moved onto her knees and knelt next to him, casually checking his pulse and inspecting the welts he had received from the fight. She remembered when she did this with Devon, she was certain that she was going to die before she admitted defeat. It was different being on the other side of this training drill – but it didn’t make it any easier to look at.

Agnes sighed as she leaned down, draping Max’s arm over her and hefting him up. It wasn’t an easy task considering he was a little taller than her and had most dense muscle. But, still, she grunted and persisted to heft him onto his two feet, half-dragging him over to a tall cube for him to lean on.

”There you go, Max. You okay?” she asked, a small, sad smile on your lips. ”Sorry CLASS was so rough one you. That last simulation is design to up the difficulty the harder that you fight back. It’s about accepting loss.” She chewed on her lip as she checked his face. ”By the way, there wasn’t actually venom in those stings. Just hardlight simulated stingers. Doesn’t mean they hurt any less though.”]/color]

Max came to as he was lifted to his feet. He was groggy and it took him a moment to realize Agnes had helped him up. His arm was over her shoulder and she was guiding him.

"Please don't puke more bugs on me." He mumbled disoriented.

The street was gone, replaced by the shapes Max had been playing with earlier. He titled his head and saw the Bots standing around. Fakes, all of the Agnes had been constructs of CLASS. He leaned against the cube as Agnes explained and nodded his head.

"Well you got me with that one. Call me proud but I've never been good at accepting defeat. Guess I still have a lot to learn." He replied.

He was too competitive, always had been. It was what made him such a good dancer and performer. Throwing himself into a performance with everything he had. He realized in that moment that sometimes all that would do was get him killed. CLASS had made that quite clear.

She explained that the venom wasn't real and Max gave her a thumbs up of understanding. His body hurt. The stings ached all over and even though he felt about a million times better now that the bugs weren't on him he knew he would be sore for a while. He had over races himself, he couldn't remember a time where he had gone all out like that before. It wasn't like him, but now he knew where his limit was and what he couldn't do.

"So teach," He said playfully, "I know you said no grade on this one but I kinda feel like that was a bust. I let myself get too focused on keeping that copy safe, then when she turned on me I threw everything I had at them. Wasted my strength. Work smarter not harder right?"

>> "Please don't puke more bugs on me."

Agnes had to snort at that when she helped Max to his feet. Honestly, she wasn’t surprised. How many mouthfuls of insects was the man pummeled by? Agnes didn’t keep a steady out of the swarm numbers that she possessed but she wasn’t the one that had been attacking him. Each of the bots had been attacking him with simulated swarms, four of them converged into one to be exact. It seemed almost like there wasn’t a single moment where the young man had been free of the pests.

Helping him to get back on his feet, Agnes sighed as she tried to keep him moving. He was tired and rightly so considering everything that he had just been put through. CLASS had a way of breaking people down, of lashing out at them near constantly, especially with this training session. It was meant to break people down until they could finally admit defeat. Technically Max did that. Maybe not verbally but when his body finally gave in, that was a clear sign of “enough”.

>> "Well you got me with that one. Call me proud but I've never been good at accepting defeat. Guess I still have a lot to learn."

She nodded her head. ”It’s a hard lesson to learn. Trust me, when I went through it…” she shuddered. ”Still a bit sore from that.”

Max was a good kid but clearly he was not one to throw in the towel when it meant losing. The truth was that he needed to let go of that if he was going to survive out there. Sometimes missions didn’t always go as planned and, in those instances, it was required of them to back off and let the mission fail. The most important part was that they returned so that they could live to fight another day for mutantkind. That wasn’t always the easiest call to make but it was an important one to learn to make.

After few seconds of standing back and letting Max regain his senses, he finally put on his winning smile and asked whether or not his run through had been a bust. Truth be told, for Agnes it could have gone either way. He didn’t really say uncle out loud but the fact that he was recognizing it and not flipping out after the fact, well, that had to say something about himself, right? With a twitch in her lips, Agnes smirked and patted him on the arm.

”Eh, we’ll call it a solid C-,” she said with a sweet smile. A second later she shrugged, deciding to be generous. ”Hell, make it a C+. You have potential and that’s good. But come on, let’s get you to the med bay so you can have those wounds treated.” Her wings twitched as she moved away, heading towards the doors. ”Then, afterwards, you can show me how you did those dance steps.”