The Highwind hovered over a strange construction in a desert of sand. The unnatural formation was a series of metal domes within multiple sets of laser grids. Each dome was made completely of metal, an unfortunate fact that meant any onlookers were blinded by the sun's reflected glare. Each dome was connected by a series of tubes, also made of metal. The insides would no doubt be air conditioned and sheltered from the heat of the desert sun. Robots made from rare and expensive materials patrolled every inch of the perimeter. The settlement even had its own power plant, large chimneys belched out toxic fumes into the atmosphere. It was a conservationist's nightmare. But Dr Eggman had never planned to help the environment when he conquered the world, so why should he start now?

"Disgusting!" Cid muttered. "A mechanical genius and he can't even think of an alternate power source to fossil fuels."

"And this airship is so economical!" Sonic said sarcastically.

"Of course it is! The entire thing is held up by oxygen cleansed from the air, and the propellers are solar powered. Even the computers are powered by the sun. I am perfectly in tune with the environment."

"Whatever you say, gramps." Cid bit down hard on his toothpick to stop a string of swear words erupting from his mouth.

"You're getting irritating, kid," he seethed. "You know that?"

"Getting?" Silver said as he and Espio walked in. "You must have nerves of steel to last more than ten minutes!"

"I resent that," Sonic yelled at the white hedgehog.

"But it's true," Shadow added from his place at the window. Cid, Yuffie and Silver broke out laughing at Sonic's expense.

"You just wait Shadow!" Sonic declared. "I'll get you for this!"

"How about right now?" Shadow turned to Sonic, who grinned and gave a mocking gesture. Before they could start, Espio stepped between them.

"Can you not try to kill each other at every possible second? Our situation is too unstable for us to fight among ourselves." Shadow nodded and turned his back to Sonic, who started making faces. "Stop Sonic." The cobalt hedgehog sighed and went to an available seat to sit down. "Now, we're going to try to infiltrate Eggman's base without a massive robot massacre. Understand Sonic?" Sonic sighed again and nodded.

"Why don't you ever criticize Shadow or Silver for going with the aggressive option over a stealth option? They do it just as much as I do!"

"Because they know when stealth is necessary, unlike you. And they don't cause international incidents involving three countries, a giant drill, two platoons of GUN soldiers and three billion dollars of recovery money from the UN."

"One time in Serbia and you're branded for life." Sonic muttered sourly. "I'm sure Eggy knows we're here anyway."

"No he doesn't!" Cid insisted. "The Highwind's cloaked well enough that no scanners can spot us at this altitude."

"So how do we go in?" Shadow asked.

"Well split into three teams to make sure that Eggman can't escape while we come in," Leon explained. "You and Espio will take the front door, Silver and I will take the side and Sonic and Yuffie will come in through the back." Silver raised his hand like a curious schoolchild. "Yes Silver?"

"What about the roof?" Leon looked confused by Silver's comment. "Dr Eggman usually makes the roof to his 'throne rooms' retractable so he can escape."

"Throne room?" Yuffie giggled.

"Ego problems. Don't even ask." Leon coughed none too politely.

"Back on topic, Cid will be staying in the Highwind to catch anyone trying to escape."

"Getting too old to fight gramps?" The comment nearly made the raccoon blow his top on Sonic.

"Get this ungrateful cretin out of here before I strange him!" he roared at everyone. Leon and Shadow obliged and removed the laughing Sonic as the other followed them to the hanger.

"So how are we getting down?" Silver asked his purple scaled friend. Espio almost smiled.

"That part you're going to like." In the hanger rested six hexagonal prisms with different shaped and coloured lights on their faces. Sonic's jaw nearly dropped.

"Oh no!"

"Oh Yes!" was all he could say as the six of them dropped out of the airship on extreme gears.

Inside the central dome of complex, in a large room with only one chair and a million computer screens, the singe living thing within the entire area sat with his eyes on the monitors. He looked around sixty with a giant moustache and stomach. Beady tinted glasses hid his eyes which constantly darted around in an insane matter and a pair of welding goggles was the only thing that covered his bald scalp. He wore a long red tailcoat with golden buckles over tight black pants. But the most unusual thing about his wasn't what he wore, it was what he was. He was a human, a now nearly extinct race wiped out by the animaloid virus. Soon they would be all gone, their memories overshadowed by the thing that replaced them. Unless this man had anything to say about it.

Ivo Robotnic was a genius, a master mechanic, scientist and geneticist. He'd been born into the greatest scientific community on the Earth, and had grown under the wing of one of the greatest minds in history, his grandfather Gerald Robotnic. He'd seen a world of prosperity and new frontiers for humankind with his family at the head. And then, in the blink of an eye, it was all gone. At ten his uncle and cousin were murdered. Before he reached 20, his entire race was nearly wiped out by the human holocaust that was the animaloid virus. He'd managed to save one city, Soleanna, but he was too late for the rest of the world. So now, for fourty three years, he'd been trying to find a cure to the disease. But to do this, he had to control those freaks that had been born from the virus. Stupid beasts with no sense at all. They deserved nothing but slavery to his superior mind. But every time he tried, that adrenaline addicted idiot Sonic the hedgehog and his friends had stopped him. It was Sonic that had given him the demeaning name Dr Eggman. Maybe it was when he'd started trying to kill them that he as classed as a madman. Not that it mattered to Ivo. When he found to cure to this atrocity he would be heralded as the savior of the world. And then, he would bring a new era to mankind, and era of unrivaled peace and creation and no blue animal freak was going to stop him. Especially now that Sonic was dead.

Dr Eggman was staring at the computers, hands clasped under his chin. Outwardly he appeared calm, but a trained eye could spot the lines of fatigue on his face and heaviness of his breathing. The Heartless takeover had first seemed to be a godsend to the doctor. Their first attack did what he never could; it eliminated the infuriating heroes once and for all. The heartless could have been the perfect troops: powerful, indestructible and mindless. They were even better then his robots, which had the habit of gaining free will and rebelling against him. Gamma, Omega and Metal Sonic were the most persistent of these flawed creations. But these creatures, Gerald's reports had said that they had lost their free will to the darkness, unable to think independently, enslaved to the strongest power. And Eggman was most certainly the strongest. It would have been perfect, if they weren't already controlled by another. The Superior, they called him. He seemed to have no interest but to turn the entire population into heartless for some other purpose. What could have been the perfect dream had become a nightmare. Now even the last pocket of humanity in Soleanna was lost to the darkness, and that meant that a race that had populated the entire earth for centuries ended with him. It was a sad moment indeed.

"Who are you?" Eggman muttered to himself. He was puzzling over the Superior and the band of cloaked figures who worked with him.

"Now if we told you that," someone said behind him. "Then where would the mystery fit in?" Eggman turned slowly in his seat to face two of the figures standing behind him. He noted that the stood no taller than he was sitting. They were roughly the same size as an animaloid. Curious.

"How did you get past my defenses?" he asked calmly. Unannounced entries were common practice by Sonic and co, and Eggman worked hard to never be surprised by anyone coming up behind him.

"We…" The second figure covered the first's mouth before she could finish.

"No pleasantries, XI," she said. "We are here on business for I."

"Loosen up IX. It makes no difference what he knows." Eggman smiled slightly at her ignorance. Didn't she know who he was?

"That's where you're wrong, my dears." The doctor clapped his hands and twenty robot soldiers appeared from hidden alcoves around the wall. "I will be remembering everything you ladies are about to tell me as you beg for your lives. For I am the great Ivo Robotnic, greatest scientist on Earth and none can challenge me!" IX sighed deeply as XI broke out laughing.

"You wouldn't be the greatest man on Earth if you were the last man on Earth. Your own shadow is smarter than you are." IX groaned at her partner as she burst out laughing at her own joke.

"You know, you could have retained some of your self control when you turned."

"And you could have retained that glistening sense of humor you used to have," IX retorted.

"Goodbye, ladies," Eggman said, ignoring their bickering. He clapped his hands and every one of the robots raised their rifle arms. Before they could fire, IX had pulled out two unusual guns from nothing. They were purple and silver and covered with unnecessary points, the largest making up the barrel. Along the hand guard were glowing crystals that appeared to be the guns ammunition. Spinning or her toes, she turned the robots into scrap with a calculated arc of crystals, one shot into each one's processor. It was an amazing show of marksmanship.

"Now Eggman," XI said, taking no notice of IX's show. "We have some information for you."

Yuffie and Sonic landed easily outside the back entrance, leaving their extreme gears outside and got to the door without being spotted by the cameras. Yuffie began tapping at the keypad on the side of the door.

"What are you doing?" Sonic asked.

"What does it look like I'm doing?" Yuffie snapped. "I'm unlocking the door!" Sonic pushed her aside gently and summoned the Kingdom keyblade. Within seconds the lock clicked and the door opened. "Easy."

"This isn't good," Yuffie muttered.

"Why's that?"

"If you can use your keyblade now, that means that there are heartless nearby." Sonic looked lost.

"Isn't Eggman working with them?"

"If he was working with them, would he have built a base that only uses light based defenses?"

"Eggy never has any luck with any of his allies. Maybe he's becoming a little more cautious." Sonic finished the conversation by running forward into the building, forcing an angry Yuffie to sprint after him. Hampered by the heavy keyblade and without his usual supersonic speed, Yuffie managed to catch up to him easily.

"I thought you were supposed to be fast," she jibed to get him back for running off. Sonic made a noise that was similar to a bull when faced with the colour red. His speed was the thing he prided himself on most. Having it insulted was like insulting his birth. "OK, OK, no need for that. Yeesh!"

A few more corners passed, and Yuffie remembered the questions she'd been meaning to ask the blue hedgehog.

"Hey Sonic?"

"Yeah."

"What can you tell me about Maria?" Sonic nearly tripped over his keyblade, having dropped in surprise. "Quietly! This is a stealth mission!"

"Did you say Maria?" Sonic hissed.

"Yeah, so?" Sonic shushed her loudly, looking over his shoulder. "Don't you dare tell me to be quiet, hypocrite!"

"If Shadow hears you say that name, he'll skin you alive. Then he'll skin me for telling you!" Sonic glanced over his shoulder again, checking for the dark hedgehog even though he was nearly certainly on the other side of the base.

"But you didn't tell me," Yuffie said. "I found the picture in his wallet and Silver explained it. Why would he skin you?"

"He'd just think I told you, and that's all he needs." Sonic seemed genuinely scared of what Shadow was going to do to him. Yuffie wondered if she really wanted to know about this Maria person. Curiosity went against caution. Curiosity won by a landslide.

"So who is she?" she whispered to Sonic, not because she was scared but so that Sonic would actually answer her.

"Well," Sonic started as the walked. "She was a friend of Shadow's from ages ago, before the animaloid virus. He was created by her grandfather as a weapon for the government, but he became friends with her. I think she was probably the only person he ever cared for. Soon the government saw no use for him as a weapon, but to stop anyone trying to misuse his powers they decided to terminate Shadow and anyone involved with the project."

"Terminate?"

"Murder, eliminate, take care of, whatever you want to call it they killed Maria and everyone else Shadow had ever known. Maria saved her hedgehog friend and…"

"Wait, he wasn't a human as well?" Sonic thought for a second, confused again.

"No, he was always a hedgehog. Why does it matter?"

"That means that he was an animaloid before the virus struck."

"So?"

"He was the first animaloid."

"Is this going anywhere?" Yuffie sighed.

"It means that ROBOT!"

"How the hell does it mean…?" Sonic stopped as a rocket whistled past his face. Without paying attention to what they were doing, the two intruders had walked straight into the path of a robot patrol. Sonic grinned happily.

"Finally, some action I'm used to!" Holding Kingdom at the ready, he charged headlong into action.

Espio and Shadow moved quickly and quietly through the empty corridors. The lack of any intelligence in the robots meant that getting around without setting off any alarms a breeze. It was all basic laser traps and unemotional droids that could be leapt over or simply warped past. In less than ten minutes they were at the point that Espio had specified the others to meet at.

"Eggman's getting repetitive," Espio muttered. "He usually at least puts in some new trick with a new base."

"The doctor wasn't expecting us to arrive," Shadow said in a monotone. "He thinks we're dead. Just like he thinks everyone else is dead. He's right, isn't he?" Espio's eyes widened, millions of possibilities flying round in his head all out voiced by a single scream dread.

"You knew?!" Shadow nodded, no type of emotion breaking his eyes or mouth. "Oh God, I'm sorry." Shadow shook his head.

"You didn't cause it, so the blame is not yours to shoulder."

"How did you find out you find out? Who gave it away?"

"You did, when you broke your own rule. You showed your emotions, even slightly. Every time Sonic mentioned anyone we knew, you flinched. You silenced anyone who tried to speak when their names came up. When did you plan on telling us?" Espio fell against the wall, sliding down to the floor.

"I don't know," he admitted. "You three were supposed to have died in that battle in Station Square. Sad as it is, now I kind of hope you did. I never thought you'd turn up again, so I never thought about how to break it to you. I just couldn't bear to see what would happen when Sonic and Silver heard that everyone they cared about no longer exists."

"Their shoulders would slump, their head would fall, part of the light in their eyes would go out. That or their fist will clench and all their soul would become consumed by a one single minded hunt for revenge. In the end, they would either be left as a weeping heap or a monstrous combination of hatred and agony. Neither is a desirable sight." Espio looked at Shadow and understood instantly.

"How can you cope so easily?" Espio asked. Shadow shrugged.

"You learn to forget emotion after a time, then when sadness strikes you are no more affected than a robot is. If the price is a few happy days, so be it. How are you going to tell them?" Espio gave a weak chuckle.

"You aren't going to help me with this, are you?" Shadow shook his head. "Very well, I'll tell them after we confront Eggman. Hopefully one of us dies before then." The joke was weak, even to the ninja's own ears. Jokes hand never really been his style.

"Does the Doctor know?"

"I would believe so. If not then he assumes, and with a man as smart as Eggman that's enough of a problem!"

"Make sure he doesn't tell them. It's one thing to hear this from a friend, but it will be a thousand times worse if they hear it from an enemy and thinking your friend kept something from you. Make sure they hear it from you. At the moment, doubt isn't something we want in their hearts."

"But if they find out at all, then they are at serious risk of being taken by the darkness. Isn't it better if they don't know at all?" The comment wasn't meant to, but it broke Shadow's charade of calm instantly.

"Listen to yourself! Of course it would be better if they never knew, but that isn't going to happen! Stop making excuses and do your duty. Or is your honour forfeit?!" As intended, the Shadow's challenge changed Espio's entire attitude instantly. He leapt up, drawing a knife off his belt and got within a centimeter of Shadow with the weapon, his mouth a hairs breath from Shadow's ear.

"You may have every rite in the world to insult me Shadow. You may know exactly how I feel. But don't you dare question my honour on the basis that I won't destroy someone's innocence. I still have a heart! Understand?" Shadow nodded, no signs of any sort of disapproval or surprise at Espio's reaction. In fact, Shadow seemed to have been expecting it, as his crimson eyes revealed. It was at that moment that Silver and Leon decided to arrive.

"Sorry we took so long, we had to wait for some…what's going on?!" Espio sheathed his knife again and stepped back from Shadow, his features returning to normal.

"Nothing Silver, forget you even saw it." The chameleon noticed that both Silver and Leon hadn't drawn their weapons. "Didn't you need to fight either?"

"That's what Silver was trying to tell you," Leon said exasperatedly. "We had to wait as a platoon of robots came past us fully armed."

"Which way were they headed?" Shadow asked. The lion pointed in the direction of the back of the complex. "Where did Sonic and Yuffie enter from?" Espio palmed his head.

"By all that lives, that girl is impossible!" Just then, Sonic and Yuffie entered. Sonic jacket and jeans were stained with motor oil, his quills slicked back even more then usual. A few tips of his clothes were singed and some stray pieces of metal had caught in his exposed back spike. A childish grin was spread in his mouth, showing gleaming teeth that contrasted the rest of his dirty body. Yuffie, on the other hand, looked tired and mad. She walked up to her sensei and went to slap him, except he caught her hand.

"He's a madman! He is insane. He attacked them before they even saw us! It was just so stupid!" Everyone glared accusingly at Sonic.

"Great work Sonic," Silver said. "Two days and you've scarred her for life."

"I needed to do something normal in this hellhole of an experience. Sue me if that was destroying Eggman's robots." Yuffie came over and kicked him in the shin, hard.

"I'll consider it."

"Now that everyone's here, can we continue?" Espio nodded, and Sonic led the group into the throne room.

Dr Eggman sat listening intently to what the two black clad females were saying. As a sign of friendship, their leader had instructed them to explain everything about the heartless and hearts so that the doctor was on a level playing field with them. Much of what they were telling him about the heartless, about their formation and powers, made scientific sense. The presence of hearts in the universe explained so many of the flaws in all the attempts made to simplify the universe. These 'hearts of worlds' as they were called could accomplish anything, if they were used correctly. Harnessed, Eggman could finally cleanse the world of those infidels of his genius and finally resurrect the human race. It was perfect, better than perfect. Now all he needed to do was get these intelligent heartless to allow him to use that power.

"So," Eggman muttered. "The heart of the world has unlimited power."

"Nearly," IX replied. "It has the power of at least four generations of life energy at the moment, if the Superior is right. I believe that that is more than enough for whatever we would want to do." Eggman raised his eyebrow at the use of a group pronoun including himself. He wasn't working with them just yet.

"But what use does this Superior person have for all that power?"

"Ah ah ah, no guessing," XI said cheekily. "You only get one answer at a time Eggy." Eggman and IX both glared at XI, but for completely different reasons.

"Do we have a deal, Dr Ivo Robotnic?" the serious IX asked.

"Well…" Suddenly, the door opened, and the last person Eggman had expected to ever see again waltzed in.

"You see!" Sonic exclaimed triumphantly, pointing at Eggman and the cloaked figures. Shadow, Silver, Espio, and a mouse and a lion that Ivo didn't recognize followed him inside. "I told you they were working together!" Dr Eggman was shocked, to say the least.

"Sonic?! How did you survive?!" he exclaimed. "Can nothing kill you?!"

"After what I just saw I highly doubt it," the mouse muttered.

"We're not going to let you destroy the world with the heartless. We'll stop you first!" Eggman looked at the hedgehog with uncharacteristic confusion.

"What are you talking about?"

"That's what you're planning this time, isn't it?" Sonic's one minded determination to prove him guilty surprised Eggman for the first time, probably because this was the first time he'd been convicted while he was actually innocent.

"Of course not you fool! I want to rule the world, not destroy it. It's Organization XIII that's doing this, not me!"

"Who the hell is Organization XIII. Start explaining yourself Doctor!"

"I can do that," XI said. She was standing next to Eggman, one hand on his back. "We are Organization XIII, a group of like minded people with a common goal. We are not working with Eggy here on anything. Our Superior sent us here to do two things only." A worm of doubt began digging itself into Eggman's head as he saw what he though was a smirk under the woman's hood. What was she doing? "The first was to make sure that you three are captured." She pointed to the three hedgehogs. "And the other, was to do this!" Without moving, XI's hand extended into a blade of darkness, going into and through Eggman's chest, the deadly shadows seeping into his body. The old human's body convulsed violently. Through the shock, Ivo could feel the energy feeding off the hatred and despair in his heart. It was like a demon eating at his soul. But there was something else, something that to his was far more terrible. He was feeling himself growing shorter. The hair on his arms was growing longer, changing colour into the same brown as his moustache. In fact hair was growing everywhere. A second of sane thought made him correct himself. It wasn't called hair, it was fur. Despair rode through the elderly doctor as he realized what was happening.

"So the heartless carry the animaloid virus," he heard IX say as if from a long way off. "Most interesting." Ivo roared as he felt quills rip out from his hairline. He knew that now he was becoming an echidna, and would no doubt resemble the gullible Knuckles. He was turning into a monster, but for some reason it didn't matter to him. It was as if his heart was no longer in it. The body didn't actually feel that bad to him, and he didn't feel any dumber. Maybe, everything he'd spent his life hating wasn't so bad after all.

With that revelation, a brain of 300 I.Q shut down.

A chapter over 4000 words, that's a new best. Hope everyone likes this part. Antares out.