Hullo, there. I'm taking a break from Happy Tree Friends to try my hand at Sonic Fic. There isn't going to be any hot fox-on-hedgehog action (nor Shadow-on-Sonic, for those of you who like that sort of thing), so don't worry about reading this in the company of others.

If you have not played Sonic Adventure 2 Battle, you won't understand any of this. I used the character's actual speech from the game for the sequences where they're talking to each other, with the exception of Kit. This is fanfiction, after all.

Who is Kit? Well, you're just going to have to read along and figure it out, aren't you? (^_^)

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Once, she supposed she might have been human, but that part of her mind was lying dormant, for the time being. As far as she was concerned, she was an eighty-seven ton lizard with a massive life-support system hooked to her back.

Well, at least she THOUGHT she was.

Perhaps it wasn't her. Perhaps it was that other voice, the one that was neither a male nor a female. She preferred to call it a 'him,' if for no other reason than the sheer power it commanded. Besides, it was somehow more comforting to have a bit of an idea about what you're dealing with, especially if you've been in suspended animation with that creature for longer than you can remember.

Ah, that was it. Her mind wasn't the inhuman one after all, but it belonged to the creature that had been frozen, and she along with it. Had she any feeling or sight left in her body, she would have found herself to be curled up in the crook of his neck, the place she had been when GUN attacked and sealed them both away, after he destroyed most of them...

GUN! That's who was responsible for all this! It slowly came back; the memories of the soldiers bursting into the creature's chamber, shooting madly like a bunch of brutes. Naturally, they startled the giant lizard (Ink was what she called him, for no rhyme or reason other than the fact that it sounded good), who had been on edge for the past few weeks, and he went wild.

He had done similar things before, as he was unruly and dangerous, sick of the endless testing and the painful pokes and prods that go with it. He had been weakened by them to the point where he had to wear a life-support system to keep him breathing...but that was neither here nor there.

As the matter goes, he would go on rampages and injure people, even going so far as to do serious damage to the ARK. Usually, she could calm him from his violent rages, as she had been there when he was 'born' and he trusted her like a mother.

Anyhow, she had been in his holding chamber, as it was her break and there was no one else about. He had been ramming himself against the walls again, letting out ear-splitting roars of blind rage, but he had stopped when she showed up, which was not so unusual.

Whereas most people would have fainted on the spot, she did nothing more than laugh when this massive beast lumbered closer to her and snuffled her, anticipating a treat. He was so big that he could have easily crushed her, but either luck was on her side most of the time, or he was more aware of his huge size than he let on; she had never been injured by him before.

Those military men had simply burst in and attacked, frightening Ink to the point where he snapped, charging at them and tossing his huge head wildly about, crushing the soldiers or flinging them against the walls, then lashing out with his tail to the same effect.

She hated to see this violence, but it all happened so fast that she had no time to think. She climbed onto his back, settling herself in the crook of his neck, willing her mind to his so he would grow calm, but it was too late. The crippling coldness settled in, and then there was nothing but darkness and the sound of each other's minds.

In her pondering, she supposed it was her passion as a herpetologist that attached her so to the ugly creature; at any rate, she would coo to him and scratch him under his chin when the other scientists weren't looking, and her kindness earned his deep-seated trust. Her colleagues didn't approve of being friendly with their testing animals, the cold-hearted fiends!

Speaking of being friendly, there was another, was there not? She could remember watching a tiny pink creature slowly take shape in a tube, its eyes covered by temporary eyelids that didn't open, a long umbilical cord curling and winding from its navel to a life-support system outside the artificial womb. He had started so small, but what...?

Oh, of course. That one had been a hedgehog.

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Aboard the ARK, two lone figures were standing in front of a giant window, overlooking the stars outside. One was pleading with the other, her shrill voice echoing sadly in the empty halls.

"Shadow, we need you!" Amy wheedled. "Please help us!"

"It's all going according to plan. There's no reason for me to help them," Shadow replied coolly, staring steadily out the window. "Besides, there's no way to save anyone." The pink hedgehog looked exasperated to the point of tears, and she stamped one foot out of temper.

"There has to be! I know that people fight over the most trivial things. Some people may be selfish, like the professor said...but they're basically good, if they try their best and never give up on their wishes."

She was speaking in a high-pitched whine, her hands clasped in a begging motion under her chin.

"They always have a reason to be happy; that's why you should help them out! Saving them is a good thing! Shadow, I beg you, please do it for them! Give them a chance!"

Shadow's ears perked, as if something she said had caught his attention. He slowly shut his eyes and pursed his lips, concealing a grimace of pain that shuddered through him like a dark wave. Damn that pink nuisance, why did she have to keep bothering him? Why did she have to remind him...?

He took a deep breath and brushed away a tear that had slid down his cheek.

"I've got to go now," he mumbled, turning away. Amy cocked her head to one side.

"...Shadow?"

"I have to keep my promise to Maria…and you."

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Right, the little hedgehog, project 'Shadow.' He had grown so fast; from a pink fetus in a tube to a full-grown menace in only one week. Of course, only his serious black appearance gave him the air of menace; he was asleep most of the time, his personality and "memories" being programmed into him by large electrodes stuck behind his sharp spines.

When awake, he was usually dazed and confused, barely being able to focus on anything or anyone, not even attempting to speak. During those times, a little girl named Maria, the granddaughter of Professor Gerald, would try to play with him, although he could do nothing more than stare vacantly, his pupils dilated, but it did no harm to him and made Maria happy.

She could remember checking his vital signs during one of the many programming sessions, and when she was done, she took a close look at his face. He was so young, too young to have that permanent frown of his. She gently patted his head, then grinned and tickled him under the chin like she had done to Ink so many times before.

His face twitched slightly, and then he...smiled. He actually smiled, just like a content child, revealing sharp white canines that glinted in the light. Her heart melted as she realized that he was just like Ink, only in a smaller skin. Her little Ink...if she hadn't been there to calm him during his rampages, he would have been exterminated long ago, but Gerald said he might be useful...

Ah, Gerald. How could she have forgotten? He was the entire reason she even had been aboard the ARK.

She remembered going to an academy of science at some point, although she couldn't remember how old she had been at the time. One thing that stuck to her mind, no matter how hard she tried to shake it off, was the memory of being too short to reach over the table that had the Bunsen burners in chemistry, thus burning the cuffs of her favorite laboratory coat.

Yet another strong memory was of a certain Ivo Julian Robotnik, a young man that she had admired since high school, although he was far too smart to want to hang out with a lowly herpetologist like her. They had known each other since their childhoods, and she supposed that somewhere along the line, he had mentioned her research to his grandfather, because she soon received an E-mail about the ARK, with a corresponding list of scientists that were to be taken aboard. Her heart had leapt when she found her own name on the list, right under Ivo's.

Now, though, she was stuck in...where was she? She paused to scratch her arm, thinking, and then froze. She had just moved, but how-?

The very next thing she remembered was the horrible feeling of being squeezed through a tight tube, and then she was sprawled on her back in Ink's holding chamber, about three feet away from Ink himself, who was thrashing wildly on the wet floor and shrieking his horrible shriek. Someone shouted in surprise.

"Could this be the prototype of the Ultimate Life Form that was supposed to be encapsulated?" asked a husky male voice, and someone else growled a few words in reply. She felt hot and cold all at once, her eyes misting over behind her glasses, but she was able to glimpse a familiar black shape glancing from her to Ink and back again.

"What the-?" he asked, and Ink whipped around to face him. She knew that voice, but from where?

"S-Shadow?" she asked shakily, making Ink look from the hedgehog to her in confusion. Shadow paused for a split second, then attacked the lizard while his back was turned. There was the sound of hedgehog quills on metal, and Ink shrieked as his life-support system was damaged, and she cried out herself, her mind exploding in pain.

"Take that, creep!" Shadow roared as he attacked, and she forced herself to see though the pain and stagger to her feet. Shadow stood only a few feet away, and Ink brought his head up to smash himself down on the little hedgehog. Panic seized her and she flung herself at him, knocking him aside. He grunted in pain and anger, trying to shove her off so he could attack again, but Ink had paused and was staring straight at the two of them, cocking his massive head first to one side, then the other.

"I-Inkie..." she cooed, getting off of Shadow and wobbling over to him, one hand extended. "...Inkie, don't be a bad boy..." He let out a soft wroa, snuffling her hand.

Before either Shadow or her had the time to blink, the mental link between the giant lizard and diminutive woman broke with an almost-audible snap that brought tears to her eyes and made her try to flinch away; it hurt more then she could have imagined. Ink touched her with his muzzle, and there was a flash of green light before she could feel herself being compacted, forced through time and past darkness once more.

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She was aware of falling for a brief moment, landing hard on her back on a smooth surface, and a young-sounding voice gave a cry of surprise.

"Dr. Eggman, look!"

"Who the-?" That was a rougher, older voice. Someone kneeled next to her and lifted her head slightly, checking to see if she was breathing. She forced her eyes to open and found herself looking into a face so familiar that she would have cried with relief had she not been in so much pain.

"Professor G-Gerald...Ink's gone out of control again..." she gasped, putting one hand to her pounding head. The man she was looking at smoothed his large, bushy moustache, the blue lenses of his glasses glinting in the light.

"Gerald? But I'm not..."

"Please..." she said, gripping his arm, frightened almost to the point of tears. "...Shadow's gotten loose somehow and is fighting him as we speak. I can't let either of them get hurt!" A flash of recognition showed in the man's face, and he put one hand to his mouth in bemusement.

"Wait a minute...Kit?! You're still alive?" That caught her attention, and she stared at him.

"What the Hell are you talking about, Gerald?" she asked, wondering if he had gone round the twist at last. He shook his head.

"Don't you recognize me, then? I'm Ivo, remember?"

Ivo. She remembered him as a tall, thin, clean-shaven young man, but he looked so much older now...she had mistaken him for his own grandfather!

For a moment, she would have been content to lie there, staring into his blue-grey eyes, but then she thought of Ink and Shadow laying dead, murdered at each other's hands, and that thought alone pushed all feelings of romance firmly out of her mind. She brushed his hands away.

"Whatever. There's no time for this; either Shadow or Ink is going to be killed if we don't do something!" Kit said as she tried to struggle to her feet, and Ivo merely shook his head in response. He helped her stand, but restrained her, almost as if he knew that the second he let go, she would attempt to get back to the ARK's core to save Shadow and Ink.

"Yusho, Kit. Nothing can be done about it now." His look softened slightly, and he pulled her closer, taking a better look at her plump, pale face. "I thought you were dead. You were on the list of casualties when GUN attacked..." He brushed her hair away from her face, looking slightly amazed. "...How did you survive, huh?"

"That isn't important, okay? We have to stop them!" She turned to leave and found the doorway blocked by a fox, who was only as tall as she was.

"You've gotta stay here!" he said, staring straight at her with bright blue eyes. "If Shadow doesn't defeat that prototype, the ARK will crash into the Earth!"

"What?! Ink wouldn't do something like that, would he?" Kit turned to face Ivo, her eyes filled with something akin to horror. He rubbed the top of his bald head, glancing at a screen full of binary code.

"Well, the ARK is programmed to enter the Earth's atmosphere and destroy the entire planet, and I can't override the program my grandfather created." He paused, smiling. "That mad scientist!"

The young fox spoke next.

"Sonic and Knuckles think that if they use the Master Emerald, they can stop the ARK," he said. "But the Biolizard won't let them!" There was a tremor that shook the entire ARK, and all three of them lost their balance and fell, Kit grunting in pain as Ivo landed on top of her, delivering a sharp jab to her back with his elbow.

"Gah!"

"Ouch...sorry..." He staggered to his feet, then glanced out the window. He froze, then swore loudly and slammed his hands down on the control panel, grabbing a speaker. "The Prototype is still alive!" he shouted into it, and his voice echoed in the halls of the ARK. "He's controlling the Space Colony as it is falling to Earth! He has become one with the Space Colony, and is determined to keep it on its collision course!"

Kit scrambled to her feet and rushed to the window, not daring to believe what she saw. There was her baby, her Ink, attached to the front of the ARK, steering it towards the Earth. His life-support system was destroyed, broken tubes hanging from the corners of his mouth, dripping plasma. His breathing was ragged, she could tell, and there was unspeakable pain in the way he shrieked.

Ivo was staring intently at Ink, and then he turned to the side and pressed a button on a walkie-talkie attached at his hip.

"Sonic! Shadow! Can you hear me?" he barked. "He's very weak without his life support system. Aim for the red swelling area to damage him! You're our last hope!"

Kit covered her mouth with one hand, sobbing silently. She realized how hopeless it was; if Ink lived, the entire planet below them would perish. The little fox, Tails, glanced from her to Ivo, then out the window again, a worried look on his face. Kit followed his gaze, then gasped out loud when she saw one golden form, and then another, throw themselves at him. He roared each time, lifting his massive head, and the rational part of her mind realized that they were doing the kindest thing possible; putting him out of his misery.

Ivo was following the ARK's progress through space, and he slammed his fist down and swore once again.

"Can both of you hear me?" he asked into the walkie-talkie. "Atmosphere entry in about four minutes! Hurry!" He then turned to Kit, who's knuckles were white on the control panel, and he sighed, placing one hand on her shoulder and pulling her close. "Here...why don't you get out of here? This isn't something you need to see." She nodded, thankful that everyone else's eyes were glued to the battle so no one but Ivo could see her slip away.

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Kit stumbled to one of the many abandoned rooms aboard the ARK, shutting and electronically locking the door behind her. She was shocked the codes still worked after all this time; she was sure that they would have been replaced by now, although she really had no idea of how long it had really been.

She slowly walked around one of the long counters, full to overflowing with test-tubes and other bits and pieces of chemistry equipment, all of them still in place despite the intense vibration of the ARK. This was the room, if not similar to it, where Shadow had been created; when he ceased to be an idea and became that black menace with the innocent smile.

She kneeled to the floor, her laboratory coat surrounding her like a blanket as she broke down and cried. What if Ink survived? Yes, her sweet little pet would be alive, but he'd be in mortal pain, and Shadow would most likely be killed, along with everyone else on Earth. They (everyone on the ARK, including Ivo and herself) would be killed. There was only one way things could happen to save everyone, but knowing that the fate of all mankind depended on it didn't make it any less painful.

There was a roar that ripped its way through the vacuum of space, audible to everyone aboard the ARK, and then complete stillness, as if a ghostly creature had passed over the entire space colony.

Ink was dead.

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Ivo, Amy, Tails, Rouge, and Knuckles all whipped around when the airlock to the outside world opened, revealing Sonic. To everyone's surprise, he was completely alone. There were a few moments of shocked silence, and then Rouge spoke.

"Where is Shadow?" she asked, looking slightly worried. Sonic gave no reply but to look down and shake his head.

Rouge also adverted her eyes, not sure of what to say, but she was spared the embarrassment of having to say anything when Sonic stepped foreword and handed her one of the golden bracelets that Shadow had always worn around his wrists. She took it, tracing the edge of the smooth golden circlet with one finger.

"Do you really think..." she asked quietly, out of curiosity more than anything else. "...That the professor created Shadow to carry out the revenge on all those who live on Earth?"

"He was what he was," Sonic said, showing no sign of tears or remorse, but admiration instead. "A brave and heroic hedgehog, who gave his life to save his planet. Shadow the Hedgehog..." Rouge glanced out the window at the peaceful Earth below, then nodded.

"I guess you're right..." she said, before leaving Sonic by himself and making her way to Knuckles.

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Ivo and Tails stood side-by-side, looking out at the void of space.

"As a child, I looked up to my grandfather because of all the great things he accomplished in his life," Ivo said, glancing down at his new-found rival...and temporary friend... with something like pride. "He was my hero, and I wanted to be a great scientist like him, but..." He trailed off for a moment, smoothing his bushy moustache in thought. "...Did he really mean to destroy us?" The young fox thought for a moment, scanning the stars with his blue eyes.

"I don't know," he said slowly. "...But what I do know is that we all did it together!" That took Ivo by surprise, and he grinned.

"You're right."

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Knuckles turned as Rouge sidled up to him, a shy smile on her face. He gave her a wry grin.

"So, what's next for you, Rouge?" he asked, crossing his arms across his chest. "Off again to find more of those jewels you love so much?" She thought for a moment, leaning against the window, looking out.

"Nah, I think I'm gonna give up this line of work. Too much work, for too little pay," She frowned, thinking of the reward that GUN had promised her, the reward she was never going to get, but she glanced at Knuckles and smiled again. "Anyway... I've got something better than jewels that I'm thinking about right now..." Even her coy attitude couldn't cover the blush that turned her cheeks a light pink. "...It'll all work out, you'll see." Knuckles shrugged noncommittally.

"If you say so."

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Sonic was pacing back and forth just outside the main room, muttering under his breath. As he thought of Shadow, he couldn't help but wonder if it was possible that he wasn't the Ultimate Life-Form after all. If he was, it meant he couldn't be killed, right? Could he possibly be alive somewhere on Earth, or was he truly dead, and thus just a regular hedgehog who had been mixed up in something beyond his control?

His thoughts were tossed aside when Amy ran up to him (sticking her nose in as usual, that pink menace!).

"What's the matter, Sonic?" she asked in her typical innocent way. He couldn't help but grin at her chipper face, although the memory of Shadow's death still weighed heavily on his mind.

"Oh, it's nothing..." he said, patting her on the head, which is something he'd never dare to do if this had been any normal time. "Come on, let's go back to the planet as cool and blue as me." Everyone walked out, but Sonic paused and turned back once the room was empty. His green eyes rested on the stars outside, and a glimmer of sadness welled up in his chest as he thought of the past few days.

"Sayonara, Shadow the Hedgehog."

His quills drooping slightly, he turned and walked away.

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Long after everyone else had gone back to Earth, Ivo remained aboard the ARK, walking the hallways he had known since he was a child, trying to find any technology he could salvage for his own creations and wondering if it would be worth his while to make repairs to the ship, turning it into yet another base.

Lost in his ponderings, he didn't even remember Kit until he unlocked one door and found her asleep, sitting on a lab stool with her head resting on her folded arms, leaning on a counter. She wasn't crying anymore, but her pale face was slightly blotchy and her hair was frizzy. He walked over and gently petted her shoulder, and she jerked awake with a sharp intake of breath.

"Who-?! Oh, Ivo..." she mumbled, stretching before she took her glasses off and frowned, polishing them on her shirt. "What's going on?"

"Nothing, now. Everyone went back to Earth, and I was just doing a little planning. After all, now that the Earth is safe, I can conquer it and build my Eggman Empire!" Kit smiled, resting her glasses back on her nose.

"Eggman? Do they still call you that?" she asked. "I thought you made sure no one would ever pick on you like that again. Remember the biting calculators you made?" Ivo grinned as he recalled the faces of the high-school bullies, their fingers bleeding after he tampered with their math equipment.

"Did I do that? It was so long ago..." he said evasively as Kit stood, the hem of her lab coat brushing the floor.

"Yes, you did, and you got in trouble for it too." Her smile suddenly fell as she looked Ivo up and down.

"What's wrong?" he asked, smoothing his moustache. "Is there something on my face?" She shook her head, looking down at her feet.

"Can I ask you something?"

"You just did, you miniscule woman, but go ahead."

"Exactly how long has it been? What happened while I was...shut down?" Curiosity had gotten the better of her. "More importantly, why did GUN attack us like that?" Ivo sighed, patting her shoulder.

"You might want to sit down, Kit. It's a long story." She nodded and settled herself back onto her stool, and he pulled up one for himself. She was watching him like an eager child, leaning forward on her stool, her shoulder-length mouse-blonde hair falling around her face.

At last Ivo was settled, and he cleared his throat once or twice, wondering where to begin.

"Well now...what do you want to know first?" he asked.

"Start off by telling me how long it's been. How long was I frozen?" Ivo thought, smoothing his moustache and adjusting the goggles he wore on top of his head.

"Well, the ARK was shut down fifty years ago..." he began, but a gasp from Kit stopped him in his tracks.

"Fifty years?!" she asked, then put one hand to her mouth, looking astonished. Ivo nodded, putting one hand on her shoulder.

"Fifty years, Kit. GUN decided that Shadow was too dangerous, and they decided to get rid of everyone involved." There was a silence.

"They got...Gerald?" Kit asked, her voice shaking. Her eyes were welling with tears, but Ivo shook his head.

"No. My grandfather was merely taken prisoner, but my cousin..."

"...They got Maria?!" Ivo nodded, taking a deep breath, trying to hold back a wave of sorrow that welled inside of his chest, making his eyes burn.

"Then, as if killing an innocent girl wasn't enough..." He suddenly grew angry. "...They executed my grandfather! They shot him, like a Goddamn dog!" He slammed his fist down on the counter, the shock sending several vials tipping over.

Dear Chaos, Gerald and Maria were really dead. Kit had only seen Maria once, but Gerald...Gerald had been her favorite colleague, always there with his quick, warm smile, always ready with a kind comment about Ink. She got a sudden mental image of him slumped over, tied to a chair, bullet holes riddled across his chest, blood pumping out and staining his white lab coat. His gorgeous, grey-blue eyes closed forever.

She bit her lip as hard as she could, tasting the salty, coppery taste of her own blood, and looked at Ivo. There were tears running down his face, although his expression was one of anger.

"I loved my cousin and grandfather. Those men took my family from me." His hands were clenched into fists, shaking with rage. "The government is corrupt and vile. That is why I have to take it over and rule justly, with my machines." Kit didn't answer, but she wiped her eyes on the sleeve of her lab coat, snuffling.

"I'm so sorry, Ivo..." she said, and he came away from his own thoughts and turned to face her.

"What was that?"

"I said I'm sorry. Gerald was my friend..." She looked up, and almost smiled a sad half-smile. "I can't believe I mistook you for him. I must need new glasses." Ivo nodded, a wry grin on his face.

"I always wanted to be just like him, you know. I looked up to him so much..." ...Even though he only had eyes for my cousin. Those last, unsead words thrummed in his chest, but he couldn't bring himself to speak those awful words out loud.

"I looked up to him too." Kit didn't try to mask the grief that was making her eyes and throat burn. "What else happened?" Ivo didn't answer for a while, but he wiped his eyes and stood, pulling Kit off of her own stool.

"Walk with me." Obeying meekly, she followed beside his tall figure, glancing up at him from time to time and jogging to keep up with his long strides. Although she knew the ARK as well as she knew every reptile in the animal kingdom, he rushed her along at a pace so fast that she soon lost track of where they were, until they came to the matter transporter that would take them back to Earth.

"Wha-?" she asked, but Ivo turned to her and gripped her shoulders, kneeling down to be on her eye level.

"You want to avenge my grandfather, right?"

"Of course, but-"

"Then come back with me. There's nothing left for you here anymore. Shadow's dead, my grandfather's dead, the Biolizard's dead..." He seemed to be pleading with her. "Look, I know I was an ass in school, and I know I shouldn't have treated you like you were nothing. If we work together, we can rule."

"What are you talking about, Ivo?"

"....Come conquer the world with me, Kit." Before she knew what was happening, he closed his eyes and leaned in, and she felt the tickle of his moustache before his lips were on hers.

Her knees went weak, her vision blurring slightly, and she pressed herself to him, leaning closer. He kissed her hesitantly, his lips slowly parting, and then pulled back with a gentle look in his steel-blue eyes, absent-mindedly combing her hair out with his gloved fingers.

"I was wrong to look down on you. With our combined genius, we can easily turn the world into the Eggman Empire, together." He wrapped his large hand around her tiny one, reaching out to the control panel with the other. Before they were warped through time and space, Kit turned and glanced down the hallway of the ARK one last time, knowing that the corpse of her beloved child was dangling off the front.

In a way, she and Ivo were the same. They had lost their families, their friends, and a handful of their enimies aboard the massive space colony. She looked up at him and realized that he was all of the past she had left, and that she had gotten a little of her life back when she had been unceremoniously tossed onto the floor of the main room.

Ivo was thinking along the same lines, and squeezed her hand. He didn't like the fact that he would have to rely on her help, but he knew that the little woman standing next to him had some incredible ideas in that brain of hers, ideas that he intended to use to his own advantage. His softer, romantic side also reminded him that she was young and alive, and his old college crush was surfacing again.

They stood side-by-side, ready to return to Earth.

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In Kit's pocket, a large, forgotten round orb glowed with a soft pink, pulsating light. A fetus of incredibly small proportions was curled up inside, taking its nutrients from the yolk that surrounded it, almost like a baby reptile in an egg.

Exactly like a reptile.

The orb snuggled in the inside pocket, hidden by the size of her jacket and presed against her abdomen, so that her pulse sent ripples through the amnionic fluid. The tiny creature inside twitched in an endless sleep, not knowing that in a few short days, it would have grown enough to face the world. The warmth from Kit's body penetrated the orb, and the creature's pulse took on the same rythym as hers.

Mama.

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Hmm, decent although clean, yes? Kit will be making a few more appearences, so be ready to see her a few more tiimes in future fics.

Cheers!