A/N: Wow, thank you to ultimateCCC, soul96961, Hysteria Rogers, TailsLovesCream, and King tater. I didn't expect the first chapter to get so much feedback.

Pen: Neither did I.

Always the ray of sunshine, aren't you?

Sword: I thought that was me!

Pen: And another goes over her head. Big surprise.

As always, Tails, Cream, and all related material belongs to Sega. Beauty and the Beast belongs to Disney and Jeanne-Marie Leprince de Beaumont. The story was requested by soul96961. The story, Sword, and Pen belongs to me. Please do not use without permission. Thank you.

Chapter 2- Late Night Experiment

The horse ran until it was a dot in the noon distance, then it disappeared altogether. Cream reached out, helpless and tears pricking the corners of her eyes. When the prince turned around, he startled at her sadness. "You didn't even let me say goodbye," she said, sniffing.

The prince stood there for an uncomfortable moment, shielding her from the sun, then swept inside. "I'll show you to your room," he said softly.

"My room?" she asked. "I'm not staying in a cell?"

"Do you want to?"

"No."

"Then follow me."

They climbed the staircase and Sonic rolled beside the prince, staying several feet ahead of Cream. He nudged the prince with his hose. "Talk to her." Cream's head drooped like a prisoner and she wiped her eyes. "Go on."

He thought for a moment and settled on, "I hope you like it here." She didn't respond and Sonic urged him on with another nudge. "We'll start work tonight. For now, rest up. You have free reign of the castle except for the east tower."

"What's in the east tower?" she asked, her voice scratchy and raw. It tore at his conscience and he hid his face.

"It's private. Leave it at that," he said. They continued in silence to one of the west towers and took a winding staircase to the very top. Sonic deployed a spring shaft on his underside and hopped up the stairs after him. That seemed to distract Cream for a while, but she slipped back into a melancholy mood when the novelty wore off.

The prince was a little perturbed that she wasn't reacting to him. Her depression must be worse than she was letting on and that in turn made him hate his actions more. She said she knew what she was getting into, he tried to reason with himself. He considered letting Sonic show her the room when they already arrived at the top of the stairs. He opened and door and stepped aside for her.

"Your quarters," he said. It hadn't been used in years, but the servants had kept it spotless nonetheless. Sunlight shone from two windows onto a four poster bed with red sheets. The white walls were painted with gold, swirling outlines and borders like flower vines. He also showed her the walk-in closet next to her dresser and nightstand, filled with dresses and clothes of all designs.

"If you need any adjusted, ask me," Sonic said. "We have an excellent seamstress on staff."

"Thank you," Cream said, not looking at either of them.

The prince thought he should say something and Sonic gave him an eye that reinforced it. As he opened his mouth, a baby blue creature poked its head out from Cream's ears. "What's that?"

Cream raised her head and pulled him out. "Oh, Cheese! You're still here." She stroked the middle of his scalp. "Cheese is my friend."

She clutched him close to her chest and turned, protecting him from the prince as if he was a wild wolf outside. No, he thought, a monster.

"Please, let him stay," she said. "Please."

He pursed his lips and scratched his head. "Alright. As long as he doesn't cause a ruckus."

"He won't."

He headed to the door and Sonic scooted past him. "We begin at seven tonight."

Sonic tapped him. "Dinner."

"Dinner is at six," he said. "I'll expect you down there then. Don't be late." He slammed the door and stomped down the stairs, angry and upset at himself, her, and the whole situation.

The horse threw Vanilla into the town square and into a crowd of people. She fell face-first into someone's shoe and stood on wobbly legs. Villagers around expressed concern and asked if she was alright. From the crowd, Vector appeared and supported her, throwing her arm around his large neck. "Vanilla!" he said. "Vanilla! What happened?"

She sneezed and looked at the crowd, all waiting with bated breath. "It's Cream," she said. "She's being held—" she stopped and realized what she was about to say. Held by a monster, a beast. She couldn't believe it herself and certainly the villagers wouldn't. If anything, they would deem her insane and commit her to an asylum.

"What's all this commotion?" a voice asked from above the town square. All eyes turned up to Robotnik's office. The mayor himself stood on a balcony, leaning on the guard rail. "Who's being held where?"

Vanilla searched for an excuse, coughing as the phlegm clogged her throat. Even telling the people about the castle and the inventions would warrant further explanation. How did she lie about that? Her dull mind ached and numbed, cutting itself off from the situation. "She's being held up by," she eyed the horse, "him. He kicked a shoe and bolted from the wagon. I managed to grab hold of him before he could run off."

"Well, that's quite the accident," Robotnik said.

The blacksmith raised his hammer from the crowd. "I can shoe your horse for you, Ms. Vanilla, and have you back to your daughter in no time."

"No, no," she said. "That's not necessary. I can do it myself. Thank you."

"You should have the doctor check you out," Vector said as the fringes of the crowd dispersed. He touched her forehead and she winced. "That's a nasty bruise you have."

"I'll be fine," she said. Robotnik lingered a minute before losing interest and returning to his office. The rest of the crowd filed out and went about their evening business. Vanilla grabbed the horse's reins and tugged, but fell into a sneezing fit. Vector grabbed the reins for her and put her on the saddle. "Cream," she said, slipping forward onto the horse's neck and losing herself in a swirling sight of the village.

"Cream can wait," he said. "We need to get you home."

Cream tried to lay down and rest for hours. However, sleep eluded her. Her mother's screams ringed in her ears, calling her name, waking her whenever she caught a few minutes of sleep. The last thing she would ever hear from her mother, the desperate pleas loud and clear as if she was still there. She rolled over and wept into her pillow. Cheese patted her cheek with his stubby arm, but it was no use. No comfort would help her.

"If you're going to cry, at least use the tissues here," an adult said. She lifted her head. Which inanimate object in her room was talking now? "The launderer is kind of a germ-freak. Surprise, surprise. Hates snot or anything like it and when she finds it, guess who she complains to while making the bed?"

Cream sat up and looked around. "Where are you?"

"Over here. On the dresser," she said, rather impatient. Cream walked to the dresser and searched the belongings. A mirror, make-up cases, an old music box. In her search, a silver jewelry box flapped open, scaring her. "Right here."

"Who are you?" she asked.

"Name's Rouge." It was a beautifully crafted box, with strings of pearls crisscrossing the top. Each time it spoke, Cream spotted various necklaces, earrings, and all sorts of expensive accessories for formal occasions. All the gems caught the light, sparkling like dazzling teeth for the box and a pair of eyes scrutinized her from the hinges. "You're the prince's new assistant, huh?"

"That's right," she said. "What do you do here?"

"I collect jewels," Rouge said in such a suggestive fashion that made Cream want to guard her valuables. Cheese hovered beside the box and fell on top of it. "Hey! Get off me!" she shouted, throwing him aside with a mighty pop! Cheese yelled back in his best angry voice, a series of furious squeaks and muttering coos. Cream set him on the bed and warned him to behave himself. "If you keep that pest under control, maybe I'll let you borrow a nice necklace for dinner tonight."

Cream noted the setting sun and the grandfather clock reading ten till six. She was amused the clock hadn't come to life as well. She shook her head. "No. I refuse to eat with him."

"Suit yourself," Rouge said. "But this is your only chance to eat tonight. You'll need your strength helping with his experiments."

"I'll manage," she said, plopping onto the bed. It was very comfy and she sank deep into it. Cheese certainly enjoyed sitting in the middle until he disappeared into the blankets. "What sort of experiments are they?"

"Oh, you know. The usual," Rouge said, clacking with every syllable. "Harvesting dead bodies to create life, switching the brains of living beings, constructing monstrosities unfit for the darkest depths of hell itself." She burst out laughing at Cream's horrified and deathly pale face. "I'm joking! No, it's just experimenting with the Chaos Emerald. Every night, same thing, no matter what."

"A Chaos Emerald?" Cream asked. "What's that?"

"You'll find out for yourself sooner or later," she said. "Speaking of which, if you're not going to dinner, you might want to change. A dress isn't suitable for a lab. Especially if he needs a test subject."

Cream gulped a stone in her throat. Test subject? Rouge snickered and Cream entered the walk-in closet to search for a more appropriate outfit. There were clothes upon clothes for every event imaginable that she didn't know where to start. Many were of royal and noble design, but further back, there were commoner and plain clothes, as well as simple undershirts.

She grabbed a black shirt and dark pants and changed into them, dreading the upcoming experiments. She hoped and prayed she wouldn't have to fill in as a test subject or participate in anything terrible.

The prince sat at the end of a long wooden table with the fireplace roaring behind him, casting him in red and black shadows and the embers floating up to a painting of an idealistic sunny day in a forest. He sipped his soup and looked at the far opposite chair, at the second soup bowl and plate of biscuits growing cold. He growled and crumbled more crackers into his bowl until a mountain rose out of the red soup. Sonic, Knuckles, and Amy watched closely, whispering worries amongst themselves.

"He's not happy," Knuckles said. "Not happy at all."

"He'll get over it," Sonic assured him.

"You always say that."

"Because he always does."

"After blowing up," he said.

"Can you blame the girl?" Amy said. "She lost her mother and her freedom all in one day."

"A deal she agreed to," the prince said, startling them. "You forget I can hear you."

"Please try to be understanding with her, sire," Amy said, rolling to him.

"I am," he said. "She doesn't want to eat? Fine." He checked the clock and rapped his fingernails into the wood. "But if she doesn't show up in five minutes—" He trailed off as Cream entered the dining room, outfitted in dark work clothes for the task. They stared at one another for a moment until Amy broke the silence.

"Your food's cold, dear. Let me heat it up for you."

"I'm not hungry," Cream said. Her stomach rumbled otherwise.

The prince wiped his mouth and pushed away his half-eaten meal. "We have work to do anyway. Grab a biscuit if you want." He marched out of the room and toward the dungeon. He half-expected Cream to stay behind and refuse to follow, but when he checked, she was right there, albeit not looking at him.

Sonic followed them, again nudging the prince to talk to her. "Make a little conversation," he said, hopping down the staircase with him.

The prince groaned. "Amy sent you, didn't she?"

"She thought it would be a good idea."

"I'd rather focus on my work," he said, pushing Sonic away with his foot.

"Which you're not even doing yet," Sonic said.

Giving in, he asked her, "How's your room?"

"Fine," Cream said, looking everywhere except at him.

He eyed Sonic as if to ask, "Now what?" Sonic patted his back. "Is it to your liking?" the vacuum asked her.

"Yes," she said. "But the location leaves a lot to be desired."

The conversation died as they passed the dungeon and into a damper, colder, darker room beyond it. The prince flipped a switch and lights flickered on, brightening the room more than any in the castle thus far. In the middle, machinery of all kinds were powered down. Giant boilers and conveyor belts the likes which she had heard talked about when her mother visited Robotnik's office and some new and unfamiliar to her.

The prince shut Sonic out and sat at a table littered with sketches, calculations, and blueprints. Beside it was a chalkboard, which had been written on and erased so often that a white smear covered all the original green. Cream stood by the door, waiting and rocking on her heels for a few minutes. When the prince kept going over his calculations, she cleared her throat. "What do you need me to do?"

"To sit and stay silent for now," he said, pointing at a spare chair. She sat and he busied himself with his equations, making quick marks and rambling off numbers to himself. He drummed his chin, deep in thought, like a child with his homework. Cream stretched her neck, trying to see some of the papers. When he noticed, he covered them with his arms and silently bared one of his fangs. She sank into her chair and waited.

Around one in the morning, when Cream's eyes drooped and her stomach was eating itself, he gathered his papers together and spread them out in neat piles. "Alright," he said. "We're ready." He grabbed a ringed cord on the wall and spoke into the pavillon-shaped end. "Knuckles, get down here."

"Right away," came a reply, filtered nasally through the pipes. He hung the cord back onto the wall and ordered Cream to stand beside a machine with various knobs and dials.

"When I say so, turn the output to half and slowly increase it until the needle is touching the red." He tapped a plastic case with a needle marker set at zero and a red zone at the other end. "Once it touches red, immediately open valves one, three, and four. Then shut down the gas." He pointed to the different controls and Cream's heavy eyes managed to follow. "Got it?"

Without waiting for an answer, he headed to the other side of one of the machines and opened a hatch. At that moment, Knuckles entered and waddled over to the prince. The prince opened the cabinet's doors and took an object out with a powerful light and hidden by the machine. He set the object inside the hatch, then powered the machine on. A low hum echoed through the room and electricity prickled Cream's fur. "Watch that needle!" he said.

She kept an eye on the needle. It rose steadily, but more interesting was the machine. Its conveyor belt tongue rolled forth and lights blinked on the side. It rumbled and shook violently and a powerful glow blinded the two on the other side.

"The needle!" the prince shouted.

Cream looked and the needle was almost at the red. A second later, it touched the edge. She turned to the controls and racked her brain. Valves. Gas. She opened the valves and shut down the gas. The glow grew brighter and brighter, like a golden sun shining upon them. The machine hissed and whined before it coughed out a blast of steam and smoke from the conveyor. On the belt, a gemstone rolled out amidst the clouds.

The prince snatched up the gem and shoved it into Knuckles, slamming his doors shut. He hacked, wheezed, and waved away the smoke. "I said as soon as it touches the red, not whenever you feel like!"

"I did!" Cream said. "I turned the valves as soon as it touched the red!"

"If you had, it would've worked!" he said.

"Maybe it was your fault!" She was tired and fed up with all this. She kicked the side of his machine with a hollow thud. Knuckles gasped and the prince pulled her away.

"Don't do that!" he roared, his fur standing on end. She met his angry, piercing eyes head-on and didn't back down this time.

"Your highness," Knuckles said. He opened a tentative door and pointed with the edge. "Perhaps you should re-check your calculations? Merely as a precaution, of course," he quickly added.

He growled at Knuckles, but took the suggestion. Cream was surprised and he sat at his table for a while, running his fingers along the equations. When he reached one page, he grabbed a pencil and made a small correction. "Found one," he said.

Knuckles cleared his throat. "Your highness?"

The prince turned around and looked at Cream. "Oh. Sorry. It wasn't your fault." He didn't thank Knuckles or say anything more and Knuckles didn't seem to expect him to. Instead, he dismissed the cabinet. "That's all for tonight. I'll have to go over this again."

"Yes, your highness." He left them alone and Cream sat down. She slumped ever lower in her chair as the night waned and her stomach gnawed at her ribs.

"What did you find?" she asked after a while.

He eyed her and took a deep breath. "An error. A tiny error." If she had the energy, she would've smirked, but her adrenaline had worn off and she was growing sleepier by the minute.

"With all that smoke, maybe there's a leak," she said, mumbling.

"There's no leak," he said.

"Too much pressure then?"

He became thoughtful and tapped his chin. "Perhaps." He flipped over a paper and jotted some figures down. Her vision blurred and she closed her eyes. The last thing she remembered was someone carrying her to her room. When she woke next at daylight in her bed, a fresh, hot breakfast of eggs, sausage, pancakes, and tea waited for her on a tray. Unable to ignore her stomach any longer, she devoured the food until she was full. Then she slept a few more hours to catch up on the late night.

"So how did things go?" Sonic asked, bright and refreshed. The prince pulled several books from his library shelves and tossed them on a table.

"Not well," he said. His eyes were bloodshot and he strained to hold them open. His whole body dragged in exhaustion. "Nearly destroyed the machine."

"Again?"

"I said 'nearly,' " he snapped.

"You should get some sleep."

"I will later," he said, picking up a book.

"You're exhausted. You know how cranky you get when you don't get your eight hours," Sonic said.

"Or when people pester me."

"Knuckles told me what happened. You've been up for two days. So you made a mistake and blew up at the girl," he said.

The prince sighed. "I apologized."

"Barely," he said. "Only after Knuckles basically told you and sided with her. You rushed things again." He shut the book and pushed it away from the prince. "Look, get a little sleep. You stay up this late, you'll make more mistakes and get worse."

"Fine." He wiped his eyes. They were dried out and he couldn't think through the lethargy he kept at bay. His bed had been calling to him for hours.

"So how did she do?" Sonic asked.

"She was," he shook his head, "competent."

"Not bad to have a cute assistant for a change, eh?"

"Yeah, not bad." He stopped and shoved Sonic with his foot. "She's a decent assistant. That's all."

Sonic watched him leave with his books tucked under his arm like a gorilla with a large food haul. He had spotted the dried batter under his claws. "Sure it is."

A/N: Should've had this one out earlier, but work has been killer. We actually had a lot of fun writing this. Nice to have a fairy tale story to do. Hope you're all enjoying it so far.

Sword: Aww, sweet Tails! It's so nice!

Pen: At least the idiot is.

Sword: You're the idiot, idiot!

Thank you for taking the time to read this. And as always, please let us know what you think of it so far. Take care!

Pen: En garde!