Introductory note: This story is a partially AU, based on the SatAM version of the series (Sally, Bunnie Rabot, Antoine, Tails, and co, on the planet Mobius). Effectively, the series is unchanged until near the end of the second season. Robotnik, instead of focusing on the Doomsday machine, realizes Sonic and his band of cronies are slowing him down too much. He's put the Doomsday machine on the back-burner, and is focusing in on how to deal with Sonic once and for all. Effectively, you can say I'm cutting in after the episode "Spy Hog", and changing the end of the second season into my own spin on things. Thank you for looking at this story.

Chapter 1: "A New Toy?"

Sunlight beamed brightly down into the verdant trees of the Great Forest on Mobius, practically the only part of the planet not corrupted by the empire of Dr. Robotnik and his roboticizing technology. Most likely, the forest only remained so because of the brave group of young freedom fighters who called it their home while struggling against the robotic legions, a great deal of which were their old friends or family lost to Robotnik's control. There was a particular freedom fighter who knew the bite of roboticization quite directly compared to her close friends, her new family, as she walked across one of the bright, healthy green pastures around the vast, gleaming complex of Knothole.

Bunnie Rabot smiled warmly up at her home, with its glimmering white arches, and smooth, almost organic design. The rabbit woman had soft, rich fur of a gentle brown hue, paling several shades on her face, where her large green eyes were accented by a curious amount of pale eye shadow. Few women pulled the look off so well as she, however, and her tall ears, the left flopped down near its middle then as usual, gave her an air of pep, energy, and casual humor.

It was nearly impossible to imagine that this young woman thought of herself as corrupted, an example of the scourge they were trying to rid from the land. Her right arm was slender, even lithe, and its fur kept it both adorable and beautiful. A mild pink body-suit clothed her torso, but let her small, puffy tail poke out near her waist. Sadly, she found these parts of her body so easy to ignore compared to her remaining three limbs. The boxy, bulky, mechanical extremities were useful despite their drab gray colors and lack of sleek, smooth contours her real limbs had possessed, and she was glad to have them for the sake of the resistance… but they haunted her eyes, and she couldn't help feeling her friends noticed them too much.

In fact, her friends barely noticed them at all for her great sense of humor, charming smile, and warm voice. She hid her feelings of hurt better than most, and focused on the positive. Only in certain moments, when she just couldn't ignore the uniqueness of her robotic limbs, did she reveal a glimpse of her pain on her otherwise warm, beautiful face. And it was those rare glimpses, those cracks in a beautiful smile, that often reminded her motley, adorable family just what they were fighting against. Beyond the lost friends and family, Bunnie was a living, lovable face to the injustice of Robotnik's tyranny, the emotional hammer behind his cruelty that kept them all going when facing another day just seemed unbearable.

Bunnie had much to smile about that day, though, and she spotted her destination with a big smile on her bright face, hop-skipping faster toward the small wooden hut in the shadow of the white arches. Coming up to the door, her furry hand knocked a few times, and Bunnie called inside, "Hey, Sally-girl! What y'all up to in there?"

The door quickly pulled open, revealing the smiling face of the beautiful Princess Sally Acorn. With a big wave of red hair gently flowing down into a curl near her face, which held her bright blue eyes and soft, dark nose, the squirrel princess wore a blue vest over her two-shade brown fur, and boots over her narrow legs. She had a very similar build to Bunnie, but was still blessed by all four of her original limbs. If asked, the rabbit woman would always concede that the princess was the more beautiful of the two of them, but Sally never considered them very different on that score. "Bunnie, it's good to see you." Sally's voice was more elegant than Bunnies playful accent, but carried the same warmth and sincerity in it.

Bunnie, however, caught the faint sadness in her old friend's manner. "I expected ya to be a might more happy about it, Sally-girl," she started with a light smirk, and then continued more sincerely, "What's eatin' ya?"

Sally slumped her shoulders with a dismal expression. "What else? Robotnik… Come in, I'd like to hear your ideas on what we know."

With a light nod, the friends entered the small, cozy home, and Sally sat down on her bed, Bunnie leaning against the wall and crossing her mismatched arms. The princess pulled a boxy, pale device off of her left boot, and flipped it open, revealing it to be a computer of some kind. "Nicole, relate information from Sir Charles on the supply lines to the Doomsday project."

Robotnik's ultimate weapon, the Doomsday Device, had been the focus of most of their attacks on his forces and supply-routes over the last months. With Sir Charles' help, the only roboticization victim to free his mind of Robotnik's shackles after complete change, they had kept one step ahead of Robotnik, keeping the horrible weapon from full function. It's pods could destroy organic matter in seconds, threatening the entire planet on a very real level.

But Nicole spoke in her calm, monotone manner, "Accessing data, Sally… All supply lines have diminished in visible activity by up to 80. Materials are being re-directed to Robotnik's main facility in Robotropolis."

Bunnie blinked. "Who-what in the where-now? Did I hear that right, Sally-girl?" she asked in bewilderment, looking to her friend.

Sally nodded, still dismal, as she met the look. "And we have no idea why. After he found out about Uncle Chuck, Robotnik kept up anti-bug security everywhere in the main compound. He is up to something very big to turn away most of the material from his main project like this. Or," she added with a grave turn to her face and an outward wave of her arms, "he's just found a way to hide his material transports from us. In which case, he'll have Doomsday up and running in no time."

Putting on her old smile, Bunnie stepped over, and put an arm across her friend's shoulders, patting the nearest one with her metal hand. "Now hang in there, girl. We'll find out what's what, and have old bolts for brains cursin' and fussin' like always, don't you worry 'bout a thing."

Sally laughed a bit, nodding as she reached up and gripped Bunnie's furry hand affectionately. She knew it would bother the other woman if she'd gripped the mechanical one. "You're right, Bunnie. I'm sorry, I just… I'm a bit worn out with all the raids over the last few weeks."

"This war is wearin' on all of us, sugar. I'd be more worried 'bout ya if ya weren't showin' some signs of tirin' out. Tell ya what. You rest up today, and I'll round up ole Sugar-Hog and company to figure out a plan to find out more info. Take a rest, Sally-girl."

The princess showed a pang of resistance, but met Bunnie's playfully firm half-smile, and finally slumped in defeat with a wan smile of her own. "Thanks, Bunnie. I guess I could use a nap, yeah."

"That's my girl. Lie yourself down now, I'll go take care a-business for ya."

Sally pulled her friend into a hug first, which the cyborg woman happily returned with a light pat on the princess' back, and then she hurried out of the small cottage to let Sally relax. With a light smile and a shake of her head, Bunnie trotted off, looking for the Sugar-hog himself.

(Elsewhere…)

"You're gonna have to do better than that, Tails!"

Wind roared around the blue streak dashing straight across the vertical side of a cliff in the Great Forest near Knothole. Black eyes narrowed with a grin back over the shoulder of the front of the streak, pale limbs and a round belly keeping a sharply snouted head off the side of the cliff. The legs were lost in a twin blur of red, his red and white shoes slamming into the cliff-face too fast to be made out individually, propelling him at near the speed of sound… He wasn't really pushing himself at the moment.

Panting, sweating, but focused with admirable discipline for his age, was the young fox boy behind the blurring blue hedgehog. Born with a pair of tails rather than one, Miles Powers the fox had learned to fly by spinning the pair of limbs like a big propeller for his small body, and it let him keep up better than most with his hero and best friend, Sonic. "W-wait up, Sonic!" his young voice finally gasped. "I-I can't… keep going this fast…"

Smiling with more obvious affection for the young one, Sonic skidded to a halt, and let himself slide down the cliff-face, grinning up at his little partner. "Just pushing you, kid. That was a good run…" he blinked, glancing off, "Well… fly." He grinned again, and let the young fox land, huffing and sweating as he just plastered himself on the dirt path.

"Right… thanks… Sonic… I did… okay then?"

"You did great, Tails. Way past cool on this run."

The boy grinned wearily. "Way past."

"Waaaatch out!"

Sonic sank with dismal humor, recognizing the young, female voice from above quite well. Tails did, too, but was so tired that the speedy hedgehog had to zip over , and yank him out of the way as a huge, green mass rammed down the cliff-face and skidded to a rather painful halt down in front of them. The two 'racers' winced sympathetically, but Sonic shook his head. "Sheesh, Dulce, you really need to work on that landing." The dust was still settling from his quick dash to Tails, and the poor owner of the voice's landing.

A big mass shifted as the dust settled, swaying a bit, until finally coming into view. It was a tall, green-scaled, yellow-bellied dragon, with a ring through her nose a broad fin down her back and over the top of her head. She seemed a bit off-kilter, grinning distantly. "Right, Ma… I'll get it next time…"

"My stars…"

Sonic blinked over to where Dulcy had originally landed, and zipped over, startling Tails. Bunnie was picking herself off the ground, dusting herself off.

"Whoa, Bunnie. You alright after that?"

She gave the hedgehog a dry smirk first, setting her furry hand on its corresponding hip. "I'm just fine, Sugar-hog, but you sure know how to make yourself hard to find! And it looks like poor Dulcy's gonna be sleeping with an ice-pack on her chin again."

Sonic laughed, but was scratching his spines on the back of his head nervously. "Sorry about that. What's up?"

"You heard the latest from your Uncle, there, Sonic?"

More serious, the super-fast hero nodded. "I helped Sal recover it last night."

Bunnie nodded. "Poor ole Sally-girl's gone and worn herself out, so I said I'd help plan out a recon mission today, let her know about it tomorra. Mind pitchin' in now?"

Sonic grinned. "Music to my ears, Bunnie. Grab hold of Tails, get a grip yourself, and we'll juice back to Knothole."

The rabbit woman blinked, gesturing to the dragon woman. "What about poor Dulcy, Sugar-hog?"

Sonic grinned. "I just can't race her back like I can you two. I'll juice back here, make sure she heads home, and be back before you can get the others rounded up. Guaranteed."

Knowing he was quite right from experience with his speed, Bunnie finally just rolled her eyes playfully, and went over, scooping Tails up in her furry arm with a warm smile. "Doin' alright there, sugar?"

Tails grinned sleepily. "I am now, thanks, Aunt Bunnie."

She winked, and put her metal hand on Sonic's shoulder. "Ready as we're gonna be, Sugar-hog."

Sonic's legs burst into round blurs as he revved them into the ground, leaning forward. "Then hold on tight!" he emphasized with a fresh sonic boom that woke Dulcy up from her daze.

"Oooh, ow." She sighed, shook her head to clear it a bit more, and then smirked at the dust trail behind Sonic's departure. "Never changes, does he? Ah well." She took flight, and made her way back to Knothole as well.

(Later…)

Bunnie, Sonic, Tails, Dulcy, and a handful of other resistance fighters, including Rotor, the blue-furred walrus who was the brain behind most of their equipment, and Antoine, the fox man in old military regalia with difficulty speaking English… and showing courage, were gathered around in a circle near Knothole, some standing, most sitting. Bunnie had already explained Sally's situation, which everyone was sympathetic to, and then Sonic took over.

"So here's what we know," his hand blurred into the dirt between them, drawing out a vague reference to Robotropolis. "Ole Butt-nik has been cutting off supplies to the Doomsday machine, at least that we can see, and hording a whole bunch of junk in his main HQ. We need to find out if it's staying there, what it's being used for, and if anything is still being sent to Doomsday."

Bunnie finally spoke again. "Sugar-hog's got it right. We'll be runnin' it by Sally-girl tomorra, but I think we're looking at a combination of small teams infiltratin' the big egg in the city. With Sonic divertin' most a-the ole rust-bucket's forces like usual, we oughta be able to get inside and figure somethin' out."

Dulcy smiled. "I'll stay high and circle so we can get out in a hurry on the way back."

Sonic was grinning himself. "And I'll keep your tails covered. Got a few new maneuvers I want to send dust into Swat-butt faces with."

Reminded by the word that matched his nick-name, Tails raised his little gloved hand. "Sonic, can I come this time? I can help Dulcy!"

The others shared awkward glances, and Sonic rested a hand on the boy's shoulder. "Tails, this is one mondo mission. I can't keep an eye on everybody, and it'd be too uncool for you to get hurt when I'm tryin' to back someone else up. You're still in training, kid, won't do you any good to get hurt out there too soon."

The boy was crestfallen, but nodded his understanding. Sonic patted the same shoulder lightly, giving Tails a cheering smile, and then looked across to Rotor as the walrus man raised his hand to get attention.

"I've been working on some new scan-blockers. I should have enough for a few teams, but not much more."

"No!" a heavily accented, rather high-pitched voice began abruptly, already getting dry glares from everyone else in the circle, even Tails to some degree, "Zis is unacceptabul! It iz far too dangerous, I am thinking, and vera, vera vague." Antoine stuck his nose up and off to the side as he finished.

Bunnie couldn't resist. "You realize this mission is basically Sally-girl's idea, doncha Antoine?"

The fox blanched. "Ze Prinzess? Surely you are making with the jokes, nes pa? Ze Prinzess would nevur condone such fuelish action without a proper plan or even a specific target!"

"And how would we pick a target, Ant?" Sonic challenged darkly, all but glaring at the fox.

It was starting to make Antoine's rare force of will falter. "W-Well… I am thinking we must… ah… Send ze scouts, yes? To learn more, yes?" He finished hopefully.

Bunnie sighed with exasperation, though Sonic was near livid. The cyborg focused on the fox, and said, "Antoine, just what do ya think this mission is?"

"A vera dangerous attack mission!"

"No, Antoine," Bunnie calmly continued. "It's a scouting mission, 'cause we don't know what to hit yet. Honestly, sugar, I worry about your noggin' sometimes." She punctuated her remark with a light smile and a knock on her skull with her furry hand.

Antoine blanched again, the others controlling snickers. Sonic just let himself laugh and roll on his back. Loosening his collar, the fox tried to recover himself, "W-well, of course! You are quite correct to be pointing this out, yes, Bunnie? I was… testing you, to… ensure that… all went well, on the mission, yes?"

Sonic's guffawing only grew louder, even Dulcy moaning into her hand, but Bunnie just shook her head, still smiling. "We ain't buyin' it, sugar. How about you just pick a team, and we'll move on from there, alright?"

Antoine was blushing violently, but quieted with a nod to her suggestion, and they started to divide up the teams, subject to Sally's own choices. By the end of the meeting, Sonic was solo, as usual, Bunnie would be teamed with Sally and Antoine, with Dulcy flying over head, and two other teams of three due to Rotor's limited number of scan-blockers.

As everyone broke up to rest or prepare, Tails tugged gently on Bunnie's furry hand. She was a bit surprised, but smiled and crouched down with him. Her left ear was flopping down in her face. "What's goin' on, sugar?"

Tails seemed adorably shy, awkward about something. "Can… Can I ask you a favor, Aunt Bunnie?"

"Well a-course, darlin'! Just tell me." She was smiling as brightly as ever.

"Aunt Sally is resting today, so I don't have anyone to read me a story tonight…"

Bunnie gave the boy an adoring pout, and patted his head with her softer hand. "Aren't you cute! You bet I'll read ya a story, darlin'. Just give me a little while to clear some stuff up, and I'll come right up to your room, okay?"

Tails grinned, brightening up immensely, nodded as fast as Sonic's legs moved, and shot off like a little helicopter. Bunnie stood up with a soft giggle, watching the child fly off with a fond glow in her eyes, and then hurried to find Rotor. She just had some questions about the scan-blockers she wanted to clear up…

(The dark city…)

It always seemed dark in Robotropolis. Actually, it was just smog keeping even the sunniest day from being more than a mildly well-lit night-time sky under black clouds and across a sea of dirty, hard metal. Only patrolling swat-bots, hover-head ships, or roboticized Mobians moved about visibly. Despite the darkness, the pollution, and the robots, however, one particular edifice was visible for kilometers in every direction.

The giant, egg-like tower in the center of the city. Robotnik's headquarters. Housing the roboticizer, several swat-bot factories, and all of Robotnik's personal equipment and labs, it was very much the heart of his dark empire, and every Mobian with conscience thought, other than the doctor himself or his obsequious nephew, Snively, wanted to see it topple into oblivion.

The practically bald, incredibly short, long-nosed, pale-skinned nephew was standing back warily in the control center of the edifice at that very moment, late in the night according to his chronometer on his wrist. He was near the large control-panel at the front of the rounded chamber, with his rotund 'commander' glaring down into video-images on his large, green control chair.

With a mechanical left arm due to an early fight with the blue hedgehog, and a good deal of mechanical parts installed himself, the red-within-black eyes of the tyrant glowed with unnatural light as he frowned firmly, bristling his orange mustache while his fingers tapped off each other in front of him.

"Yes… I see it now," the 'doctor' muttered in his rasping, heavy voice.

Snively risked speaking, his tinny words nasal and anxious. "See what, sah?"

"The truth, Snively." Robotnik's right hand came out and closed into a fist. "The truth."

The large chair turned on its base, allowing the glowing red eyes to lock on the small subordinate. The main screens in the room came to life abruptly, and showed footage of all the various attacks from Sonic and his friends, with the blue hero zipping around or just buzz-sawing through swat-bots like so much junk metal.

"I'm not sure why I didn't consider it before," Robotnik continued with dark relish in his broad smile, looking rather like a satisfied toad. "But I see it now. And I've been preparing. Oh yes, I have been preparing."

Snively sniffled a bit. "Would this be related to your top-secret project, Dr. Robotnik?"

The large cyborg grinned, and Snively would rather have never seen the expression.

"How perceptive of you, Snively. Yes, it does. And soon we'll be putting it to the test. Care to have a look?" His tone sharpened, turning it into a command.

Snively focused toward the left wall, to Robotnik's perspective, as the green command chair rotated toward an opening doorway. It was pitch black on the other side, but Snively could just make out a strange figure standing in the darkness.

"Meet my latest creation…"

Two red dots burst to life with a sharp hum as a haunting rush filled the air. Razor-sharp blades cutting the air at impossible speed, like a metallic, tinny roar.

Robotnik started to laugh. "If you can't beat them, roboticize them. Or as I may prefer… copy them. Say hello to Metal Sonic, Snively. He's going to make things… interesting for our little blue friend…"

Snively just gulped, and realized the red optics were focusing on him as the rushing, cutting roar sounded again. "…Most impressive, sah…" Those eyes would haunt him for days…

Robotnik strummed his fingers together. "I know…"