Tails and Rouge were standing at the back of the house in front of a white garage door, faded from dirt and age. A long paved driveway stretched in front of it. Tails reached down, grunting as he pulled the door open. Inside sat a small blue and yellow biplane, the fabled Tornado.

"Are you sure GUN is going to be okay with us just going into the base and taking Omega?" Tails asked.

"They're going to have to be." She said. Rouge walked over and hoisted herself up, climbing into the passenger seat. "He's not their property. In fact, it took a lot for Shadow to convince them to help fix him in the first place. I'm sure they'll be more than happy to hand him over."

Tails climbed into the drivers side. He passed Rouge a helmet and a pair of goggles. "Why didn't you just come to me in the first place, then?"

"If it was up to me, we would have. But Shadow found him first." She fastened her seat belt.

"That checks out."

The engine roared to life, the propellers on each end spinning furiously. They sped out of the garage and took off into the air, ascending rapidly. Tails leveled out the plane and started to cruise over the city, wind whipping their hair.

"Y'know, I don't think I've ever ridden in this before." Rouge shouted over the noise of the engine.

"It's cool, right?"

Rouge stared out over the landscape, taking it all in. It was different than being in a regular airplane. The wind was bracing, numbing her nose and ears. She tried to enjoy the view, but her thoughts were elsewhere. Part of her felt that they were perhaps rushing too blindly into battle with Mephiles. Shadow had only had one encounter with him, and there was no way to tell if the demon had found more emeralds, or was just getting more powerful in general. She shuddered, hoping that things worked out according to plan.

They touched down about a quarter of a mile from the base. As tails powered down the engine and climbed out, Rouge slowly took off her helmet.

"Tails. Are you worried?"

He looked back at her, an eyebrow raised. "I don't know. Should I be? You know more about this guy than I do."

"I really don't know much, to be honest." She climbed out of the plane and led the way. "We've only encountered him once."

"Did he win that fight?"

"He ran away pretty quickly, actually." They approached the entrance to the base, and Rouge pressed her hand to the scanner. A green light turned on, unlocking the thick metal door. "But just because he's a coward doesn't mean he isn't dangerous."

"I'm sure it'll be fine." Tails reassured. "Those four together are a powerhouse of fighting ability. Mephiles is gonna see what he's up against and he's probably gonna run again instead of fight."

"I guess it's the uncertainty about how it's going to shake out that's getting to me." Rouge mused. She blinked. "I guess there's no use worrying about it."

They were almost to the room where Omega was being held. They were walking down a long white hallway when Tails spoke up.

"Hey, I just wanted to ask." He paused. "I don't want to sound rude, but what exactly is Shadow's deal?"

"Are you referring to how off putting he can be?" She asked, activating another hand print scanner.

He blushed slightly. "I... well, yeah. I guess. He just seems to hate all of us for no reason. I mean, except for you, and Omega I guess."

"Well, I can't speak for him, but I think he's just stubborn and doesn't want to accept that he needs other people." She furrowed her brow. "He thinks he can do everything on his own, that he can function without any friends or allies, but I think he's realizing more and more that he can't, and it's frustrating for him."

"I guess that makes sense." Tails said, nodding. "Again, um... sorry if that sounded rude. I've just been wondering for… years, I guess."

"Nah, it's just the truth. I think he'll get over it eventually."

The metal door slid open and the two stepped inside. The hulking figure of Omega's lifeless metal body loomed before them, all sorts of wires and tools spread out around him in a haphazard fashion.

"Wow, he's really damaged." Tails remarked, looking the lifeless robot up and down. "I wouldn't be surprised if some of his functionality was permanently destroyed."

Rouge tried not to let that comment increase her anxiety. "He usually self-repairs, but I guess his self-repair unit was ripped out."

"Well, Mephiles must be pretty powerful, then." Tails had been fidgeting here and there with some of Omega's exposed hardware. He glanced back at her, a hint of worry in his eyes. "I mean, wasn't Omega created to, you know, contain Shadow?"

Rouge could feel her palms break out in a nervous sweat. She shrugged, trying to play it cool. "Whatever. Let's just get him out of here."

Before Tails could respond, however, there was a bright flash of light. His jaw dropped, and suddenly Rouge was too terrified to turn around and find out what he was gaping at.

"Oh, what a surprise. Some mortal nuisances are here." A deep, vaguely familiar voice said. Slowly, she turned, and her stomach dropped. Hovering in the center of the metal room was Mephiles, his green eyes glowing, his mouth twisted into an emotionless smile.

"Wh-what are you doing here?" Rouge whispered. Her mind raced through the possibilities. Did the master emerald plan not work? Were they all dead and he was here to finish the job? "What did you do to them?"

"I'm here to take care of some unfinished business I have with this deplorable robot." He floated forward so that he was face to face with Rouge. "As for what I did with 'them,' I can assure you, I have no idea what you're talking about."

Rouge would have felt relief, but the sight of Mephiles up close was enough to make her knees wobbly. Physically, his resemblance to Shadow was uncanny, but everything about it was off. His features were too jagged, his eyes too lifeless. She clenched her jaw. "You can't hurt Omega. I won't let you."

"Rouge…" Tails whispered urgently. "Don't provoke him. He's clearly unstable."

Mephiles tilted his head to look at the teenager behind her. "I'm sorry, did anyone ask for your opinion?"

The agent flinched as Mephiles rose into the air and sent a blast of energy straight into Tails. He flew through the air, crashing into the far wall and crumpling to the floor in a heap.

"Tails!" Rouge shouted. She tried to run towards his unmoving body, but she seized up midstep, frozen in space. She tried to move, but could only tense her muscles. The hairs on the back of her neck raised as she felt a presence approach from behind.

"You're not going anywhere. Once I'm finished with you and Shadow and this useless machine, there will be nothing standing in my way."

She tried to speak, but her jaw was frozen in a perpetual silent scream. All she could do was shut her eyes and wait for the final blow, but it never came.

Rouge fell to the floor, the chaotic bonds on her limbs broken. She looked up to see Mephiles in a sort of trance-like state.

"The emeralds… they're all in one place, huh?" He looked down at Rouge, and smiled mockingly. "Seems like a trap to me."

Her head was pounding with anxiety as she tried to catch her breath. "I don't know what you're talking about."

"Oh yes, I'm sure." The demon charged up a compact ball of purple energy, crackling and glowing, and hurled it at Rouge. Her body jolted in searing pain as she was tossed across the room. "Trap or not, I'm always up for a challenge. But I'll be back for you three later, I promise you that." And with that comment, he was gone in another bright flash of light.