I would like to thank everyone for reading, and especially to the reviewers. I should have gave this last chapter, and will probably put it in there eventually.

I do not own any of the characters (besides Roy, Script, and Jerome) of this story. The belong to Sega, but you probably knew that already I would hope.

This story is going to be pretty angsty compared to the other two. Yes, the other two were bad, but this one will probably be worse. I hope to achieve a feeling where the reader connects with the older Tails, which means that you will be discovering things as he does, and like him the past might seem confusing at first, and hopefully in your reviews you will ask questions about these past events, so that in the end, you will know most of the gist of his past as Tails will eventually.

On with the story.

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"Nichole?" Tails's mind was aching still since this raccoon wasn't the best story teller. He knew the name of this network though. Sally would constantly call the palm gadget she held 'Nicole' and used it as a valuable tool to fight the evil doctor. How it had come under the influence of the tyrant was a very unpleasant surprise.

Script noticed the fox's look of utter shock. "You were surprised when you first learned of it too... because you said the princess used that gadget on her missions. What she had was a portable devise that had a direct connection with the database. Other terminals on Mobius only had a partial connection. Only the Royal Family could be given such a direct link to it, because there is data in Nicole that commoners aren't supposed to know. Nichole's main console is actually huge, and hidden, what you saw in the bunker is actually just a network hub for the area, it's not Nichole's main processor. We haven't found that yet..."

Tails sighed as he stood up and moved toward the door, as his eyes gazed outside he saw what he recognized as Lower Mobius. "If Nicole is taking over all the terminals... then how come things are still working down here?"

The raccoon moved to the door and opened it, "Well, luckily for us Lower Mobius was developed after Robotnik took over... so it is independent of her system... we've recently put up a defense program to keep her out, hopefully we can keep it updated, and she doesn't learn to bypass it."

"How long has this been going on?" The fox asked.

"About a year... we've been in refuge here for awhile, luckily this bunker like city can make its own food..."

"We can't be down here forever." Tails never liked enclosed areas too much, he liked the freedom of the skies, and if he had to live without them then life would not be worth living.

"Someday we'll figure out how to beat this thing... and save those enslaved by her too..."

The older fox just sighed as he walked out of the room, the fighting just never ended. "I'm going to go see Rotor."

"You can't be serious..." Jerome looked aghast at the walrus technician.

"I wish I was, but we haven't heard from Grif or Bunnie." Rotor shook his head. "Worse off is that we haven't been able to contact them, or the sector in which they went."

At this time Tails walked in, followed by the raccoon. Jerome looked back to the two. "Well just in time fellas."

Script gave a nod. "So what was the big emergency?"

Jerome sighed. "Well Grif and Bunnie still haven't returned, and communications with sector 3-T is also cut... Rotor tells me that it might be a problem in the system, but it will have to be fixed on their end."

Tails looked a bit happier. "You mean Bunnie's still alive?"

The mouse laughed. "Of course, you think she'd go down that easily?"

Rotor returned them to the topic at hand. "I'm sure this communication lapse isn't anything serious, but we should get someone down there to make sure everything is ok, and to troubleshoot."

"So are you going to go?" Jerome asked.

"Well, I had a few things to work on here... but Script should probably go, since it could be something with our networking."

"And if it's a hardware problem that needs repair?" The raccoon asked.

Tails gave a nod. "I'll go with him."

Jerome perked up. "Are you sure? You haven't really had a chance to get yourself together yet. And your memory isn't in the best of shapes."

Rotor was confused. "His memory? What happened?"

The vulpine sighed. "I still remember how to do things from what Rotor taught me... it should be enough for if there is something wrong."

With a scratching behind his ear the mouse thought. "Well alright. You two will head down to the sector and Rotor and I will wait for you two to get things online." He tosses a key chain at the two tailed fox which the vulpine catches. "That's for the transport car. If you run into any sign of trouble you should use its radio. We can't take any chances."

Tails looks to the keys. "I'm not exactly sure where sector T-3 is."

The raccoon stepped toward the fox. "Then I'll get us there, you can ride shotgun... I mean, it'd probably be better anyway since you literally have a weapon to use."

"Doubt we'd need to use it." He said looking to his left hand which hid the laser. "But I have no problem with it."

With that the fox and raccoon made their way out of the room, leaving only Rotor and Jerome.

"Today has been just loads of fun..." Rotor sighed. "We just got back Tails, and now we gotta search for two more Freedom Fighters."

"Makes you feel kinda nostalgic don't it?" Jerome laughed.

"It would if the whole gang were here..." the walrus replied somberly.

The hovercar moved swiftly down the pipeline, the raccoon giving a look over to his passenger, who hadn't said a word since they had started off. With a yawn, Tails broke the silence.

"It'll be a bit before we get there. Maybe you should get some rest." Script kept his eyes forward as he spoke.

Tails looked over to the raccoon and shook his head. "Don't think I could if I wanted to."

Script sighed. "You know what's ironic? Sometimes I wished to myself I could forget the things that have happened. But now I see that ignorance can make things worse rather then better."

"All I want to know is if my friends are ok." The fox looked down to his feet.

The raccoon seemed a bit uneasy. "Ya, I haven't heard from many of my peers either. Bunnie might be able to tell you more... we'll need conversation on the way back, so for now get rest while you can. Sleep comes sparse in these times."

The air blew past the two from the car's motion, and it rustled through Tail's fur as he relaxed, letting himself take a nap.

VVVVV

"A kit? All this trouble and it's from a kit? I wouldn't have believed it if I hadn't seen it for myself." A green Mobian looking woodpecker glared down at the young fox from its place on the rock. The two were high up on this mountain on the island, almost to its peak, the wind was strong here. "Do you know who you're even dealing with?"

The young Tails just stared back, a little worried. "No..."

"Hrm... You've never heard of the Great Battle Kukku Empire?"

The fox shakes his head in response.

"Well ignorance isn't an excuse... no one gets in our way... and we want those Chaos Emeralds." The bird glares at the little pouch that the kit was carrying.

With the glance the fox hid the bag behind his back. "I don't care who you are... you're not getting the emeralds, you've done nothing but try to destroy everything that has them... I don't see any good coming from you! Sonic would never had let you have them, so neither can I!"

"Hrm. Well I was secretly hoping to do this the hard way. But I'm not about to kill a kid, especially one that can fly. If you really wanted I'm sure the boss would let you join us, especially with the annoyance you've been causing us so far."

Tails was kinda caught off guard. "No!" He would never even consider joining a group that would do such things like Robotnik... even if they appeared to be fellow Mobian creatures.

The woodpecker grinned, "Well, guess that means I have no choice... I appreciate the spirit you have, so we're gonna race, winner takes all. You win, you get this purple emerald I have, you lose and I get both the emeralds you have so far.

"Well that's hardly fair..."

"Tough, I could just take them off your hands, but I figure a test of skill would be more then honorable. The others might have killed you on the spot, and though we hardly take any prisoners, I don't know why... but I like your attitude, and spirit... so you should feel lucky I am giving you this chance."

Tails frowned, the fox wasn't like Sonic, he didn't like making challenges over important and vital things. He never liked making unnecessary risks. However, when weighing the options it appeared he had no choice. If he were to just run, he would risk being killed if he were slower, and losing out on the emerald if he were faster. If he raced and lost he'd lose all the emeralds, but he could always fight to get them back.

"Alright... lets do this." The fox said, the wind blowing from being so high on this mountain.

"Heh... ok kid, well this mountain's peak is just about a couple hundred yards up, we'll race up to the peak, of course it's too steep to travel by foot, we'll have to fly, which makes the race that much more interesting." He chuckles. "Not like a land dweller like you has any chance of beating a creature of the sky's like myself. They don't call me "Speedy" for nothing."

Tails started to get annoyed, he wasn't usually impatient but this constant gabing was an annoyance. "I'll be up there before you finish talking." Without further announcement the fox lifted off heading up the cliff side.

The bird laughed. "Oh? A head start huh? Guess you'll need all the help you can get." With that he shot up like a rocket into the sky up the ridge rushing past the flying fox.

Though Tails was giving it his all, it was obvious he was out classed, even with a favorable up draft. The young one began to panic a bit, if he lost this he would lose both of the emeralds he had worked so hard to obtain. That was before he looked up to see the woodpecker peering down at him from a high ledge tapping his foot.

"Well isn't this boring, you're no flyer at all. Well, guess to make it fair I'll change the deal... if you can make it up to the peak alive I'll let you have the purple emerald... and if not, well, I guess we won't have to go into the details of that one."

The green bird hops off the ledge and spirals down to hit him with the sharp beak first. "Ready or not double or nothing."

Tails gasped as he quickly flew at the steep cliff face and clung to it as the beak whooshed past him. He had to catch his breath as he had worked his name sakes really hard, he had about a hundred yard left. Looking down he could see the bird flying up to strike at him again. Then an idea struck, causing the fox to grin inside.

Speedy could see his prey curled up into the mountain, he appeared to be clinging desperately to the side of the cliff. "What's the matter, is the flyin' fox cub afraid of heights?" He grinned ready to strike the young one with full force.

Wait for it, Tails thought to himself, wait for it... the young one waited until he could feel the wind shift behind him as the opponent neared. Now!

The soldier of the armada was shocked when the fox suddenly leaped back landing on his shoulders piggy back, the fox covering his eyes with his hands.

"You little punk! I can't see!" He started to fly about randomly, but was smart enough not to go into the mountain face that he knew was right before him.

"What's the matter? Afraid of the dark?" The fox jibed back for the previous insult as they continued to soar about higher and higher until Tails realized they were a little over the peak, with that he launched off Speedy and hovered down to the top quickly, landing a little roughly.

As the bird was let go he looked about. "Where did you go you little punk..." He looked about seeing nothing but sky, until he looked down to see the fox waving up at him with a smile.

Tails watched as the bird came back down a bit with a frown on his face. "Last chance kid, give up now before I get serious."

"What? We had a deal!"

The bird hrmphs and throws down the purple gem at the fox's feet. "Yes we did, you won, you get the emerald, however I was giving you one last opportunity to give up. Next time, we won't play any games... next time one of us is not going to walk away."

These words rang through the fox, he was not Sonic, he did not get thrills from defying the odds. He was lucky he was here now. Not knowing what he was up against, with the other four chaos emeralds still out there, and being here alone not knowing if there was an ally to call on besides any machine he could create, really made this a hard call. However, though he didn't get thrills or enjoy confrontation for its own sake, it was sometimes necessary. These birds could not get their hands on these gems, something inside of him told him that, and no matter the cost, they had to be stopped.

"Sorry, but I cannot do that, your threats tell me you don't deserve these gems." Tails felt his knees kind of shake as he spoke those words, as true as they were, it was hard to say.

Speedy smiled. "You have far more guts then most adults on all of Mobius. I like that about you kid, but sadly it'll probably get you killed. It's too bad to, but I gave you your choice, now you must fly with it. Good luck, kid, you're going to need it." With that the woodpecker flew off.

Tails let out a sigh as he watched the green Mobian fly off, but his relief was squelched a bit as he saw something in the distance where the bird was flying toward. A giant object out in the ocean which was massive, it looked like an island but obviously was not one. The metal surface reflecting in the sun.

It must be their base... and it was not a small one either. "What have I gotten myself into..." he sighed, while he contemplated a way to attack it alone.

The winds picked up causing him to feel unsteady on his feet.

:

Miles felt himself shake a bit as he started to wake up seeing a dash board in front of him. The sound of the raccoon's voice was the next thing to prod him away from the memories. "Hey we're there. Man, you really were tired."

Tails leaned up and shook his head. and looked about, "I guess I was." he said with a gloved hand to his head. There was a small station in what appeared to be a large junction in the piping system. Obviously this was a major access point. One exit to the area lay just a bit behind the vehicle and was open, obviously the tunnel that lead back to Lower Mobius. Another entryway was closed of just a score of yards off the left side vehicle. To the right there was a staircase that led up to what appeared to be some sort of lookout/control station.

As the raccoon headed for the foot of the stairs, the fox also couldn't help put notice an eerie silence that was in the air. "Are you sure Grif and Bunny are here?"

"Well, I can't be sure of course since we lost contact with them, but this is where they were sent." The Raccoon said as he reached the top of the stairwell, "We should hurry, if what Rotor said about the firewall being down then time is of the essence."

Both Tails and Script went into the building and they could see Bunnie standing by the machine looking at some gadget while making a fuss.

"Stupid gizmos why don' they eva' work when they'all need to? Did you find 'im suga goat?" She hears the two and turns to see the fox and raccoon. "My stars! My prayers be answered. If it ain't the l'il ol' geniuses..."

Tails gave a nod. "I thought Grif was with you aunt Bunnie."

The rabbot cocked her head. "My stars Tails I haven't heard you call me aunt in a dog's age."

Guess things were a lot different, a lot can change in ten years. This thought brought back tough questions that he desperately wanted answered. Was Sonic ok? And Sally? The uncertainty was strangling for sure, so the raccoon reiterated the need to know what was going on. "Bunnie, where is Grif?"

Bunnie shrugged. "Well, we'all have been tryin' to get a'hold of y'all for a good while now. Of course somethin' is causin' the signal to be all frizzed out. So he went to look for the one who's supposed to be sittin' 'ere and takin' care of the whole thing." She looked to the panel. "Neither of us could figure the darned thing out... maybe y'all can take a whack at it?"

Script and Tails move to the panel... there seemed to be a warning on the screen pertaining to a processing error. The raccoon sighed. "It's a good thing we brought you along, apparently it's a hardware issue..."

Tails gave a nod and moved to the side of the panel, opening up the casing. "Unfortunately to work on this, we'll have to shut the whole thing down, but only for a few seconds." He looked to the others to see if they were ok with it.

"It will eventually be useless if we don't do anything, so you better go for it." The raccoon said, looking out the windows that lined the walls that gave a view of the area below. He through he could see a silhouette at their vehicle. "Hold on a second... I think I see Grif! Hold on I'll go get him."

Tails continued to work at the problem at hand. "Ok,this shouldn't take too long, but I think we left the tools in the car too, get them while you're out there."

"Gotcha," Script said. "All's going pretty smoothly."

"Don't be jynxin' it suga'."

With the raccoon gone the fox was alone with Bunnie, and since Miles could get a good look at her he noticed something very different and surprising. Of course he knew that he should probably know about this detail, as it is hard to miss, so as not to cause too much conversation, and to hide the fact that his memories are hindered, he acknowledged the fact without appearing too shocked. "You're looking good. Gotten used to having the old limbs back yet?"

The rabbit smiled and gave a nod. "A bit. Kinda odd to 'ave it so that my arm and legs aren't weighin' me down... it made me a bit more agile in the long run, but my strength probably ain't what it used ta be."

The raccoon got back down to the foot of the stairs and the figure that had been there before was gone. With confusion he looked about. "Grif? You out here?" He asked, looking about to see nothing.

After a minute of looking around and coming up empty the raccoon leaned over the car to look for the tool box that was brought with them... It was gone.

"Looking for these?" A voice called out, the raccoon looking over his shoulder to see a bear. This was the one they sent to be the watchman here... and in his right paw was the box of tools.

"Sheesh don't scare me like that..." The raccoon sighed as he reached his hand out to take the tool box.

The bear took a step back, the box getting out of Script's reach. "There is no need to fear, for you will no longer fear it once you join our network... you shall be free of all fear."

Script felt a chill run through him. Any security illusion that he had with him was instantly shattered, this was the voice of the bear... but it was being used by another speaker. Instantly his flight or fight response kicked in... and since he was outclassed in muscle there was only one option. "Tails!" he shouted as he tried to run and duck past the burly bear, but he was caught and pinned against the car with a thud.

The fox's sharp hearing wasn't really necessary to hear the ruckus just outside. He and bunny both run out onto the Stairwell, they see the raccoon being held down by the bear. Not even knowing who this stranger was the fox was the first to act, flying down the stairs with his tails and giving a side elbow to the back of the bear.

Though, this didn't get the bear off by force, however the attack did cause the bear to let the raccoon go and turn about to face the new threat. "Why struggle, why fight for such a world where we all fight and are treated unfairly, unequally. Join the network and become where you will finally be equal. Where you will not be a two tailed freak."

That last bit caused the fox to wince a bit, he hadn't been called that in a long time. He growled as he glared at the yellow bear. "Better a two tailed freak, then a slave."

"Miles look out!" The voice of Grif rang out, and just then out of the corner of his eye the fox could one of the dark pods he recalled seeing in the room with Nicole. It was sporting some sort of needle as it zoomed straight toward him.

He was going to dodge but then the bear grabbed him from behind, binding him in a bear hug and immobilizing Tails's arms."It won't be long now." The fox struggled and kicked, obviously this bear was stronger then he first appeared.

Just when the needle was inches away from the fox, there was a sudden cry and smashing clang. Bunnie came flying down off the balcony of the station and gave a solid kick to the metal pod with her foot, causing he contraption to smack into the floor.

The bear's grip loosened a bit and the fox was able to push him back and break free using his tails. As soon as his arms were free he could swing and hit the brain washed Mobian behind him causing the bear to stumble backwards into the car. He then took a tail and pinned the large Mobian into the car by his throat, his wrist laser drawn and pointing at him. "Good to know you're still capable of throwing down some punches." Tails commented Bunnie as he gasped a bit as he caught the breath he had held since he was grabbed.

"Them limbs might have packed a wallop... but that don't mean I'm just a pile 'o fluff 'suga." She smiled as she turned to make sure the fox had everything handled.

Grif then arrived on the scene. "You guys ok?"

They both gave a nod, Bunnie walking over and giving the back of his head a swat. "Where were ya?"

There was no chance to answer the question as their attention snapped back to the pod slowly ascended again, Bunnie was ready to attack if need be, but she didn't want to leave Tails alone holding the bear in case he needed help.

However the pod seemed uninterested in them as it continued to lift higher into the air. Its course changed as it headed up to the window of the station, just outside where the computer rested. Suddenly it darted through the glass with a crash.

Grif suddenly jumped and began to run toward the stairs. "It's trying to override the system!"

As soon as the goat got to the foot of the stairs an alarm sounded and the doors that were once closed started to slide open. An explosion suddenly shook the area as the station became engulfed, obviously with its mission of sabatoge done the pod self detonated in order to prevent repair.

Grif ducked down as glass from the windows flew out from the explosion. "Shit!" he cried as he looked toward the door. "The fire wall is down, they're going to be coming, everyone in the car now!"

Bunnie picked up the downed raccoon and hopped into the back of the vehicle. While Grif started to run as fast as he could to get in. "What about the bear?" Miles asks as he continued to pin, tough he noticed that the struggling lowered since the pod blew up.

Grif got into the driver side. "Bring him along, he's probably back to normal. That pod was probably what had him under that witch's spell..."

Miles looked confused, letting up a bit on his pin. "You sure?"

The goat started the engine, feeling somewhat uncertain about Tails's behavior. "Of course, from what we went over how these things work it is definitely fine... hurry and get in."

Tails got off the bear who seemed to be unconscious... he grabbed hold of him tight and used his tails to lift him and drop him off into a free back seat before getting in on the passenger side.

Looking over past Grif, the fox saw into the dark tunnel that was once sealed off, he could hear an echo of swarming pods, and a wave of dim red lights seemed to grow larger and larger as they got closer.

It reminded the older fox of the swarm of swatbots that came marching into Knothole, but this time, it was Lower Mobius that was in danger. And this time, there might be nowhere to run.

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I'm pretty sure there are some errors in here somewhere, I had fixed some and tried to save it but the internet's tubes backed up and vomited up what I had spent a good while repairing. So, if you see anything you can point it out in the review, and I'll change it. It is still readable though, I hope. I will post the next Chapter sometime before July hopefully.