Author's note: I have always wanted to write a Sonic story. I am a huge ShadowxMaria fangirl and just never got around to writing it until I got the powerful inkling to do it today. Let me know what you think. Enjoy! Remember this is rated M for a reason!

Warnings: Nudity

Disclaimer: I own nothing but the plot.

Word Count: 2,999

He spent a lot of time thinking about her. Especially when he got his memory back. Shadow lowers himself beneath the weeping willow, making him feel a little less sad. Well, it wasn't just plain sadness, it's more nostalgic sadness. He presses his back into the rough bark and closes his eyes. He can hear Rouge walking about nearby, on her phone yelling at someone.

Shadow thinks he heard a distinct, "I'm serious, Knuckles!"

Shadow folds his arms over his chest and leans back a bit more. It's wonderful to have memories, Shadow felt like half a hedgehog without them. Especially the memories of Maria. They hurt a lot to think about, but he felt a bit empty without that pain, without being able to recall her beautiful golden blond hair and big sapphire eyes. The way her smile crinkles the corners of her eyes and her nose. The way she laughs softly as if being too loud would bring about the wrath of angry scientists. The way she would always race Shadow, even knowing that he was so much faster then her, but then claiming to let him win when he did.

But most of all, he misses when, at the end of the day, she would crawl into bed and hold him tightly in her arms.

Those were the moments that made Shadow feel the most alive. At the end of the day, curled up in a warm bed with Maria's arms wrapped tightly around him, her head buried in his fur, occasionally stroking his back with her gentle fingers. She would sleep soundly, breathing deeply with a look of complete innocence and childishness. It was hard to believe that she was 10 years old. Still a child in human terms, but younger looking asleep then when she's awake.

Shadow would snuggle close to her warmth and listen to her deep breathing. Because her immune system was so bad, Maria would get the horrible chills at night. She would get as close to Shadow as possible and try and absorb his warmth.

She would tremble in the night and he would pull the covers over her shoulders and rub her skin, on her arms, legs, stomach, anything to create friction and keep her warm at nights.

Nothing kept them apart for long. Also because of her immune system, Maria would be in the labs, sick. When he could, Shadow would be by her side, holding her hand and listening to her raspy breaths or wheezing breaths. Holding her hand as she shivers uncontrollably even covered in multiple heating blankets or dabbing her forehead with a wash cloth trying to cool down her body when she sweats buckets, suffering from a high fever.

But then there were times when she was so weak, she couldn't have anyone not properly sterilized at all times in the room with her, he would sit in the observation room, looking in at her. She would be bed ridden next to the glass and they would touch through the barrier between them, looking at one another. Maria would look so frail and delicate but so incredibly beautiful to Shadow.

Shadow blinks slowly from his reverie to find himself smiling softly. It drops the moment he realizes it's there. There is a subtle pulsing pain in his chest when he thinks about Maria. Not all of the memories are back just yet, but there is enough for him to know what went on at the Space Colony ARK. How he met Maria, how she died, and how he felt about her even to this day.

His crimson eyes raise up to watch Rouge pacing back and forth. He would never admit it, but Rouge is probably the closest Shadow has had to a friend since Maria's death. No one would ever be able to replace Maria in Shadow's heart but Rouge was always good company and they understood each other. They wouldn't butt into the other's business unless directly asked.

"Is this serious, Knuckles?" Rouge asks, still talking into the phone to the red echidna. Her brows are pulled together in worry.

Shadow's left ear twitches.

"Are you sure? Okay, fine. I'll come help but if this isn't as serious as you are making it out to be, so help me." She shakes her head. "Send me the location. I'll be there ASAP."

With that she hung up her phone and turned to look at Shadow. The two stare at one another for a long time before she sighs and looks away. "Looks like Knuckles is going to need a little bit of help." Shadow doesn't speak, merely waits for her to continue. She does. "He's looking for some scientist that is working on some old project from a long time ago or something. Says that the guy has been really sketchy lately. His experiments seemed harmless at first, until he started to kidnap people."

Shadow raises an eyebrow. "Do you need help?"

Rouge shrugs. "Probably not. It's going to be Sonic, Tails, Knuckles and Amy. They want a fifth member who can actually fly. Not hover like Tails or sail like Knuckles. I can't begin to imagine why they're letting Amy come along, I bet Sonic is upset about that." She shrugs. Then she crosses her arms to push up her endowed chest a bit out of natural habit rather than flirtation.

Shadow jingles his legs a bit. "Fine."

Rouge nods, more to herself than to Shadow, and turns away. "Keep your phone on you. I'll call if I need any help. Later, Shadow."

Shadow quietly watches her leaving. After she's out of sight, he closes his eyes again, ears twitching. He listens to the sound of rustling leaves, birds chirping the wind blowing. It's a nice warm day. Shadow really needs the shade of the willow to stop from roasting alive in the unforgiving sun.

Rouge makes it to the location specified by Knuckles after about three or four hours of flying. She's the second to arrive. Naturally the first is Sonic. He's laying on his belly looking down at a large compound at the bottom of the large hill their meeting spot takes place. There is an eight foot wall with barbed wire running along the top. Enough Keep Out signs to get the point across and what almost appeared to be a guard tower on all four corners of the building. And the guards had these shiny little objects in their hands that Rouge immediate knew were guns.

The building in the center was relatively large and looked almost like a prison. It looked to be about three stories, but there could be more lower levels. At the north facing side there appeared to be a parking garage that lead out of large gates and onto the main road. Then a short walk into the main structure. There was also a helicopter pad on the opposite side of the compound then the parking garage.

Rouge looks down to see Sonic staring up at her.

"They're going to see you like that, I hope you know," he says, turning to look back at the mini fortress beneath them.

She lowers herself to mimic Sonic. "Did Knuckles tell you I was coming?"

Sonic nods. "Yeah. He said we would need someone to get in through the roof."

Rouge raises an eyebrow. "Okay, so who's going where?"

"You take the roof, work your way down. Knuckles will dig under ground and hit the lowest level and hopefully burrow through and into the building that way, which I'm a bit skeptic about," Sonic says honestly. "Amy and Tails are going to go in through the main floor and split. Amy going down towards Knuckles and Tails going up to meet with you."

Rouge nods. "And you?"

Sonic smiles broadly. "Distraction. I'm going to take out the guards up top and hopefully stop any possible reinforcements."

Rouge whistles. "Are you sure you will need me? I mean this isn't the most complex facility that your self appointed band of do-gooders has ever broke and entered, if you know what I mean?

Sonic's smile disappears. "Yeah, but this one... we expect a lot of prisoners. Plus they have substantial military and political backing."

"What's this doctor researching anyway? I asked Knuckles but he didn't have a lot of information to offer."

Sonic shakes his head. "Not really sure. Tails is the one that found out about this place. All we know is that this group has been kidnapping young women left and right. Took Tails forever to put the data together. They usually got for run-aways and prostitutes. People someone wouldn't notice going missing."

Rouge grins slyly. "A friend of his going missing? One of those special friends that help you out in special circumstances?"

Sonic blinks rapidly, shaking his head. "No! You've got it wrong! They slipped up and took a girl that was of higher social standing. Someone in the media was the one that put it together. That maybe the other mysterious disappearances could somehow be related. Tails investigated from there. That's how we know."

Rouge chuckles dryly. "Oh good, I thought our innocent friend Tails may of had a little confession to make."

Sonic lets out a loud whoosh of air. "Good grief."

The two sit in silence for a long while as they wait for the others to show up. Knuckles is the next to show, then finally Tails and Amy on another of Tail's flying machines, like the Tornado. Naturally they park it far enough away that it'll be hidden and no one would hear or see it coming. Amy caught Sonic in a big ol' bear hug before he could escape and kissed him on the cheek.

"I'm so glad that we got to do this together, eh Sonic? Us, fighting crime once again as a super powerful, unstoppable couple in love!" She gushes. Sonic struggles out of her grip.

"What? No! Uh, can we just do this?"

Knuckles chuckles, nodding. "One thing before we start: Why do you want to come along, Amy?"

The pink hedgehog, who was pouting about being rejected by her love once more, turns to Knuckles. "I just can't sit around while poor innocent girls are being abducted and held captured being forced to do who knows what! It's immoral."

Rouge nods. "I wouldn't necessarily call all of them 'innocent'," she starts but holds up her hands to show she means no harm when the pink hedgehog glares at her, "but that doesn't mean they should have to endure whatever form of torture they're being put through down there." Amy nods, glare falling into a worried look. She holds her white gloved hands to her chest.

"I hope everyone is okay," she says softly.

Sonic nods, slamming his fist into his palm on the other hand. "Yeah! Now, let's get this party started. Everyone ready?"

They all nod. Tails the hands out ear pieces to help them keep in contact. Sonic then turns to the mini fortress and darts towards it, disappearing in a flash of a blue blur. He's scaled the wall of one of the towers and is already taking care of one of the many guards.

"That's our cue," Knuckles says, then jumps up and hits the ground digging a hole beneath the surface and vanishing into the darkness.

Rouge, Tails and Amy, hammer in hand, make their way towards the wall. Rouge and Tails fly over while Amy uses her hammer to hit the ground and propel herself into the air and over the wall.

"Oh no!" Amy cries, grabbing the back of her dress where there was a little tare. "Shoot, my dress!"

"Later, Amy! We have a base to liberate," Tails says grabbing her hand and pulling her toward the main structure. Rouge flies ahead toward the roof kicking one of the guards in the face and then knocking him off the building.

Amy and Tails make it in easy, knocking out anyone who gets in their way. They don't like to kill, they will if they must, but now wasn't the time or the place. They split up with a single nod. Amy continued down to the lower levels.

Over the radio, Amy heard Knuckles voice, "Shit! I can't burrow through it. I thought I would be able to, but they got some durable stuff down here."

"I could of told you that, Knucklehead," Sonic says sardonically.

"Shut up Sonic. Amy, how are you doing?" Knuckles asks.

"Fine," Amy says slamming a guard into the wall with her hammer, kicking his gun away from him should he wake back up soon. "Just follow the trail of unconscious bad guys and you'll find me easy!" She grins. "There is only one floor below ground."

"Got it. I'll be there soon."

"Hey, I found some of the prisoners," Rouge says. "And um, does anyone know what these girls all have in common other then the fact that they are all teenagers?"

Tails is the first to respond. "They are all white with blond hair and blue eyes?"

"Yeah," Rouge says, "How'd you know?"

"Because I found a bunch too."

Sonic makes a strange noise. "Okay, weird. We need to clear out this place to make it safe," a pause, someone screaming. It stops. "Then get them out of here."

"Right," came a chorus of replies.

Amy walks down one of the many halls, the entire thing a sterile white; walls floors rooms. Amy opens the nearest door and almost drops her hammer in horror. This room is rather large with the walls lined with medical and surgical equipment. In the center of the room is a giant horizontal pod of sorts. As Amy moves closer, she can see there is a girl inside.

Like the others, she's got long blond hair and if Amy had to guess, she would probably have blue eyes too. But what horrified her more then the fact that she was probably being experiment on, post-attack, but that the young girl was stark naked for the world to oogle at. Amy, a regular fashion loving, girly girl, can't even begin to fathom how someone could be degraded like this.

Anger swells in her chest and she has to turn away. "Tails, there's a girl on the bottom floor. She's in some kind of pod. I don't... I don't know how to get her out." Amy says tersely, anger evident in her voice.

"Uh, okay. I'll come help, make sure that floor is cleared in the meantime."

The clean-up of the base took about a half hour, it really sped up when Sonic entered the building and blind sided all of the remaining guards with his immense speed. Rouge and Knuckles both agreed to tie up all the personnel and guards outside, calling for assistance.

Tails found Amy in the room she specified the young woman being held captive. She was pacing back in forth angrily, hammer in hand, ready to smash the next thing to get in her way. Tails walks closer to the center of the room where in a pod with a large see through window along the front is the young girl that Amy told him about but there was three or four white lab coats placed over the top, hiding the girl inside.

"What's with the coats, Amy?" Tails asks, immediately regretting it when Amy turned a fierce emerald glare on him.

"Does it matter?" she asks darkly.

Tails's tails literally drop like dead weight on the floor. "N-No, sorry Amy."

Amy, suddenly feeling really bad, sighs. "No, I'm sorry Tails. It's just that... this poor girl isn't exactly... clothed."

At first Tails didn't appear to of understood her, then he did and his face grew a bright red and he twisted away from the pod completely. Almost like he had suddenly gained the ability to see through the metal and glass and cloth to the naked girl beneath. He stutter unintellectual babble trying to busy himself.

Amy turns away from her friend, still feeling bad for back talking him. "S-Sorry. Um, Sonic, are you getting those girls out?"

"Yeah, why?"

"Are they..." Amy hesitates.

"Are they what?"

"...dressed?" Amy chews on her bottom lip.

There is a pause. "Yeah, why?"

"N-No reason."

Another pause. "Is there something I should know?"

Amy glances over at Tails, who is working at the top part of the pod where there is a control panel. His stammering has stopped and now he looks focused. She turns away. "It's just... one of the girls... the one I spoke of earlier... isn't exactly wearing anything."

There is a long pause, longer then the last two. Then, "What?" Sonic, Knuckles and Rouge all yell at once. Tails yelps, jumping into the air at the sudden yell in his ear. The pod sparks and then opens.

"Warning. Warning. Unauthorized awakening of Subject 1," A robotic female voice says. Her voice echoing through the entire building. "Repeat: Unauthorized awakening of Subject 1. Unsanctioned release of NIDS. Take mandatory precaution. Prolonged expose could be detrimental or even deadly."

Amy and Tails both jump away from the pod as it pops open, like there was suctioned cups holding the glass to the metal. Cold vaper escapes the pod. Almost like it was frozen inside. A single shock went through the bottom half of the pod, jolting the girl and starting her heart.