Hey all, so I've sat on this idea for a while and I guess I'll get working on it now so it will be done before the end of summer lol.. This is intended to be the sequel to Shadows and Chaos. This probably will end up containing spoilers so read that first.

On with the story!

Sonic belongs to Sega.

Any Hollywood references belong to Hollywood lol.

Shadowsthebest presents;

Power of Fear

Tails had been working for several weeks in a row now, the Comrade model was more complicated than originally thought so it took Tails awhile to even figure out where to start. He now had a working body but was still working on the innards of the powerful machine. In irritation he threw a screwdriver down and looked at the blueprints again.

"Damn it, how did G.U.N and Eggman make such a fancy running system!" He said loudly to no one in particular.

"Don't swear kids….it's no good..." said a sleepy voice. Tails looked towards Sonic who was stretched out in a hammock. "Heh, the nineties were good to us." Tails said chuckling.

Sonic hadn't really been interested in Tails' new project, but he still came over daily late at night to crash after another day of running. Tails was pretty sure Sonic only showed up daily to make sure the project didn't blow up in his face. At least one could call it brotherly love and not greediness.

"C'mon let's try this." Tails said finally. He booted up the machine. The cyborg replica stood and saluted.

"Project Superhuman reporting for duty." He said in his deep voice. Tails only frowned, the original Comrade had, for a bot, been really lifelike. This wasn't even close.

"Shut down." Tails ordered.

"Shutting down." The bot replied as he lay down on the work bench again and shut off.

Tails rubbed his head and checked the time. It was 3:37 am. Tails agreed with himself and hopped into a hammock next to Sonic's.

"Nite bro." He said as he went to sleep.

Elsewhere...

"We did it Shadow, the World is safe now!" Sonic yelled as he turned towards Shadow. The two had been fighting the original "Project Shadow" to stop the ARK from colliding into the earth.

"Shadow? Shadow!" Sonic yelled as his newfound friend fell towards earth.

Shadow opened his eyes. Another nightmare, he told himself. He could still remember falling and hitting the earth. That had hurt.

He dismissed the collection of thoughts as he stood up from the tree he had been sleeping against. He looked across the lake next to him as the reflection of the moon lit it up.

He stood like that for a while, he thought of Maria, Professor Gerald, the ARK, his journey after the fall, watching G.U.N build a cyborg, battling it and no being impressed at all. Only to be impressed as said bot saved the day pretty much.

He pulled out an emerald, the green one. And stared into it. Watched the energy swirl around inside of it. Then, he yelled "Chaos control" and moved on.

Rouge had been a natural treasure finder as long as she could remember, but this topped it all. She was in the hills of Mystic ruins looking for a house, for a mission of all things.

As she flew along she thought of briefing she had been given; to find the Fox's house and stick a USB chip into the replicas head. The bot would lead the way from there. To some artifact the eggheads at G.U.N wanted for testing. Such a waste.

Still, she reasoned. It could be fun, and rewarding. She flew on.

Suddenly she saw it, a small house next to a work shed, if one could call it that. Bigger than a shed. An airplane hangar. She smiled, she had finally found it.

She landed next to the house, watching and listening for any traps. The fox, Tails she remembered, was a genius after all. No traps, she determined as she crept towards a window. She peered in, saw two sleeping heroes and an unwatched cyborg. Perfect.

Rouge slid the window open, and slipped in the hangar. She tip toed past the heroes and to the work bench the bot was on. Heh, she thought, never thought I'd be staring down at a man. She shook her head and pulled out the chip.

"Where to stick it…" She asked quietly. She found a USB port and stuck the chip in. Now she started to wonder what it would do.

"System boot up, welcome back Comrade." A female voice said inside of my head.

I shifted through some files, or memories rather, and came the conclusion that fox boy had rebuilt me. Mostly, as I took in a bat girl looking down at me. I pulled some files out and found the mission briefing also stored in the chip. Hmm... A good warm up exercise to see what I needed to self-modify.

I sat up and the girl jumped back some.

"Relax." I "whispered" as I took in my surroundings and compared them to some maps I had.

She nodded and motioned some sort of signal and crept towards an open window.

I decided she wanted me to follow her and crept after her, careful not to bump into anything. I hopped out of the window and then thought of something. I looked down at myself and scowled, another jumpsuit, not compatible with my systems at all. Especially my understocked weapon arsenal, only a couple of pistols and some ammo. Sad. Not even Desert Eagles, just .22's.

I accessed my clothing files for something useful, after looking around at my sparse "closet" I just chose my leather clad suit. Good old boots, black jeans and a black leather jacket popped out with some aviators. Too bad I'm not really human, it would be nice to have a female liking me instead of fearing me. I stored my thoughts away to review later and said;

"C'mon Rouge, let's go" She looked up and said "How did you…? Never mind, let's go."

She flew and I found my rocket boots working... ok… going to need modifying to increase the power though. I'll do it later, I decide.

And "away we went" Heh.

Author's note; Fun fun... Cyborgs, Hedgehogs, and Bats oh my lol. Review please