As Eggman continued to chew out Decoe and Bocoe over improper settings from the cockpit, Tails watched their ascent out a starboard-side window. The clouds below continued to shrink as the shuttle passed through the upper atmosphere, blue fading to the black, star-speckled canopy of space.

"Just like stargazing, huh?" said Cosmo, coming up from behind him and leaning on his shoulder.

"I suppose," the kitsune agreed, tilting his head into hers while one of his tails unconsciously wrapped around the seedrian's waist. "Still not as pretty as you though, flower."

Cosmo giggled a little, then grew gravely quiet for a few seconds. "I'm worried Tails…" she finally said, "You don't think it's… him, do you?"

There was no need for the name. The kitsune had considered the scenario a few times already, though he hadn't brought it up to Sonic or his other friends. Aside from Cosmo, none of them knew his full history with the mysterious being calling itself Mephiles the Dark. And to this day, he still felt the stain of the bargain he had made in another time, despite its supposedly happy resolution.

"I don't know, Cosmo." Tails finally said. "I certainly haven't ruled out the possibility." Considering it again, it definitely was. Just because the crystallized fiend hadn't shown his face in three quarters of a year didn't mean he wasn't there, watching, pulling and pushing with subtle influence. Hell, it could have been only a few seconds to that ancient of a being. And the kitsune could think of no other who could move such a massive object as the ARK through dimensional barriers.

Eggman interrupted these musings as the self-proclaimed genius came grumbling out of the cockpit, mumbling something about damaged cognitive processors. His head slowly worked around the room, drawing Tails' attention as he seemed to search for something the kitsune could not perceive. Then, suddenly he spoke up: "I don't remember inviting you along for this expedition."

A grate in the ceiling clanged and fell, followed shortly by the descent of a lithe, feminine form. Landing with the grace of an acrobat, Rouge the bat stood up from her crouch, a smile in the corner of her face. "You didn't. I invited myself."

Tails blinked a few time, but for some reason wasn't surprised. Rouge did have a habit of stalking Eggman, stowing away on his vessels and spying on him inside his own base.

The Doctor snorted. "Whatever," he responded, waving a hand in dismissal, "I don't care. Just stay out of my way." She obliged, stepping aside as he walked past her and over to the still-covered aircraft in the back of the hold. "So Tails, going to tell me what's so useful about your toy plane that it merits bringing, or am I going to have to take it apart myself and find out?"

The kitsune sighed, shaking his head as he uncoiled his tail from Cosmo's waist, pulling away from the seedrian and walking over by Eggman. Lifting into the air with the aid of his namesakes, he grabbed the front of the tarp and pulled it slowly back to the rear of the plane before depositing it in a heap behind the aircraft.

Underneath the fabric and now revealed for all to see was another Tornado, though smaller than its former incarnations. It had the same blue-and-yellow paint job as the Hyper, but a more technological look akin to the X-Tornado. There wasn't a canopy, but instead the two seats possessed windshields that seemed more decorative than practical. The tail of the plane curved up past the second seat to make room for the single propulsion jet below it, and was mounted with a fat energy cannon whose barrel was rimmed with a pair of rings. The wheels were each surrounded by a booster pack and locked into place by clamps at the front edge of the wings, which were mono now rather than bi like the Tornado 2. At the front, a bazooka stuck out from under the hood and atop the propellerless engine, with "P-3b" stamped across the side of the latter.

"I call her the Tornado 3," said Tails, hovering over and dropping into the front cockpit. "It's designed after the X-Tornado, but as a lighter and more versatile version. The armament isn't as good as the Hyper's, but the payload is still quite substantial considering the reduced size.

"Not bad," said another hitherto unknown occupant, the kitsune's head snapping to the left. In a shadowy corner there, a patch of the darkness stepped forward and resolved itself into the form of an equally dark hedgehog with red eyes and highlights on his spines.

Tails' eyelids slipped down a few centimeters, but other than that he did nothing. Shadow wasn't quite as good at stealth as fighting, but he came by being a loner honestly and his fur color definitely helped. If he didn't want to be bothered or seen, there was a pretty good chance he wouldn't be. It still troubled the kitsune that he hadn't noticed him once, though. But then again, Tails hadn't noticed Rouge either.

Shadow didn't notice or acknowledge those feelings. He continued to slowly walk up to the Tornado 3, pausing next to Eggman as he folded his arms in inspection. Then: "Like the Doctor, however, I fail to see a point in bringing it. You have taken into account where we are going, correct?"

All too gleeful to prove the ultimate life form wrong, Tails pressed two buttons on his control panel and flipped a safety toggle. The console beeped once, a feminine voice saying: "Cyclone Walker Mode: Activated." The plane buzzed and whined, the tail snapping off from the back and splitting, spinning down around the jet. The clamps holding the wheels in place disengaged, lowering to the ground as the rear end of the wheels connected with the now reversed tail wings. Another hiss of hydraulic pressure, and the jet disengaged from the back of the plane entirely, rotating down and bringing the now reverse-jointed legs along as it locked into the bottom of the Tornado. As the walker stood on its new limbs, the wings split open and began retracting section by section into the hull, a plate snapping over the opening once they had fully withdrawn.

"Oh ho!" said Eggman, Shadow remaining silent but a smirk forming at the corner of his mouth. The fat man walked down the short length of the transformed plane, inspecting his rival engineer's work and finding himself grudgingly impressed. "Versatile indeed. I wasn't aware there was anyone else with the IQ needed to build mecha. Back on Earth, anything G.U.N. made remotely like it was just copied from me!"

The Doctor didn't even give Tails time to acknowledge the compliment he'd given. Turning around while flexing his fingers against each other, he stalked over to a control panel near the cockpit door, saying: "However, you're not the only one with the brains to build a mobile weapons platform! Behold the work of a true evil genius: the Egg Walker!"

Inputting a short code into the console, there was a hiss below deck, two half-circular plates sliding apart a few feet from where Eggman stood. Another platform rose to take its place, carrying a modified Eggmobile atop it. The stunted wings and engine spike had been removed, the internal missile racks stripped to make way for a thick plate of red rust-coloured armor that stretched across the front and sides of the pod, yet still leaving an open center for the green lens below the windshield to fit through. A pair of large, high-powered servo legs had been attached just below the caution-tape line, the lower portions of which having been rerouted with a jet engine on the back in a set of wide ankle pads just above the feet. For weapons, a large cannon with an energy stripper clip protruding out the top was mounted on the right of the pod. Also, a homing blaster that had a pair of rings circling the gun barrel (much likes Tails' own) sat raised and to the rear-left side of the Egg Walker's rim, where it could easily fire over a pilot's shoulder.

The Doctor rubbed his hands gleefully before jumping into the mecha, leaping hands first over the rear edge like a vaulting horse. Leaning on his right arm and with his left hand still on the yoke, he grinned deviously under the king of handlebar mustaches. "To the judges then!" he exclaimed, looking between Shadow, Rouge, and Cosmo. "Who takes first place in best Walker design?"

The bat tilted her head, smirking before answering first. "Why even ask? Everyone knows that you're the best genius around, Doctor. It's not even a contest."

"Sarcasm not accepted!" proclaimed Eggman, "That's one for me! Shadow, care to settle the vote?"

The black hedgehog let loose a smirk of his own, coupled with an amused snort. "I don't think so, Doctor. The fox has put himself together quite a machine, I wouldn't put a wager on yours or his in a straight-up fight."

That surprised Tails. He'd always pictured Shadow as unfriendly as could be, with no respect for the kitsune. It certainly weakened his ability to keep holding a near year-old grudge.

Eggman groaned. "Well that ruins it then," he said, turning his head to Tails. "It's already rather obvious who your girlfriend will vote for. But I think we can all agree that, despite the lack of professional opinion, the Egg Walker is superior to your Cyclone in all-"

A short "Hah!" interrupted the genius's boast. Peering over the windshield, Ivo spotted Cosmo with arms crossed below the front of his mecha. "Superior?" she said with a raised eyebrow, "I helped Tails while he built the Tornado 3. He spent probably more time on it than the other tornados combined."

Behind his opaque glasses, Eggman blinked. "Er—What?"

"Almost everything you build ends up exploding!" shouted the Seedrian, now repeatedly stabbing the front of the Egg Walker with a finger. "Who gave you the right to call Tails' work inferior? Well you don't have it! You-"

The girl suddenly stopped, moaning as she grabbed her stomach. The kitsune was out of the Cyclone's cockpit in record time, immediately by her side. "Cosmo?" he asked gently. "What's wrong? Are you alright?"

"I'm…" she started, "Oooh… I'll be fine," correcting herself. "Lunch isn't passing through well."

The girl got back on her feet, Tails backing off at her insistence. "Eggman," she said, "I don't suppose you have a toilet aboard, do you?"

Still blinking, the Doctor pointed his left hand to a door over by the cockpit. "Thanks," she returned, quickly heading off toward the indicated portal.

It had no sooner closed than Ivo exploded into a noise something between "ACK" and "YEESH". "What the hell happened to the sad little plant girl," he continued to shout, exemplifying innocence by putting his palms together and resting them on his cheek, "who wouldn't raise her voice to a flower?! I don't ever remember seeing that kind of fire from anyone except Amy!" Eggman then turned to his rival genius, his rant still running. "Since when did YOU manage to incite in her that kind of passion?"

This time it was Tails' turn to blink in surprise. Was it true? He thought back to the time of the metarex, the first time he'd met Cosmo. For the most part, she had been just that: afraid, alone, and depressingly low in self-esteem. But he'd still seen bravery in her even then, a girl willing who'd lost everything and still pressed on, trying to save others from her loss and build a brighter future for the galaxy. He'd been impressed with her determination and perseverance, but hadn't realized that extended all the way into infatuation until they'd been trapped together far beneath surface of a world dying without its planet egg.

But that still didn't answer the question. To do that, he thought more recently, to the months of Mobias passing in the company of mutual love: A spring of restored life with the return of the planet egg, Cosmo nurturing flowers and trees in the hills outside his home while he designed a greenhouse for her. A summer ripe with fruit and nature's bounty, playing volleyball with their friends and laughing after Knuckles punctured yet another ball with his namesakes. A fall of renewal and decline, watching the trees shed their leaves and fall dormant as the plant that was to be his own child grew ever bigger within its pot.

And then he realized that, yes, it had been he who'd restored Cosmo's courage. That fire, that drive had always been there, it had just waned with her happiness under the despair of years stained with tragedy. Tails had returned both with home, family, and friends. He'd given his love her life back… And in more ways than one.

"The ARK is nearly within docking range!" said Decoe over the intercom, scattering Tails' thoughts. "Boarding will commence in just a few minutes!"

Eggman, who'd never even expected a response to his rhetorical question, was fiddling with some of the controls on the Egg Walker when the transmission came through. "Well," he said, making a steeple of his fingers and once again glancing between his cohorts, "looks like we're about to get underway. Any last thoughts before going ashore?"

Rouge had one. "I don't see why the mechanical toys are necessary. Last time we were here, the ARK was almost entirely empty except for less than a half dozen security droids and the Biolizard. Shouldn't it be just the way we left it?"

The Doctor's focus shifted to Tails and the Cyclone behind the kitsune, saying with a grin: "Oh, I certainly hope not."