A/N: 10 chapters already and counting. Anyway, it's time to get this one in the box office. For those of you who might have noticed, I updated my story logo, and you can take a guess as to who it is. Credit goes to my older brother who drew it up for me in only two days (he studied graphic design and had been drawing years before that. I can't draw worth a damn). But yes, this is what my OC looks like currently (though he occasionally wears pants.) Also, turns out my guess was right about what 'DP' means for the that shotgun.

Anyway, it's become clear that something wanted Ellidy out of the picture. However, the heroes don't realize it yet, but their foe is much more powerful than they could've predicted. Let's see how they figure out this mess.

Disclaimer: All characters belong to Sega and Archie except my OC.

Shortly after Sally and Tails caught the two love birds in a rather embarrassing position, Ellidy had awoken from his nap. The gray lynx grabbed a tissue to wipe his eyes as he found he had cried during his sleep. He could've sworn he heard someone utter 'Nikki', and like any parent, it still pained him knowing his daughter was no longer amongst the living. He wished he could've saved her, but...things didn't go as planned. Pushing those thoughts to the back of his mind, Ellidy stood and made it for the door. With his mind clearer, there were more pressing matters to discuss.

"What's all the laughter about?" He asked.

"Nothing, nothing." Sally said, still leaking giggles.

"Anyway, how was your nap doc?" Kor asked, seriously wanting to change the topic.

"It was, alright, I guess." He cleared his throat. "Anyway, as I don't get many visitors, how would you all feel if I gave you a tour of the place?"

"I think that would be nice." Nicole smiled.

"Right. As you can see from my lab, there isn't much. Aside from the monitors that give me a view of the place from the badnik's perspective, there's also my digitizer which you all would know by now, as I was lying on it before you arrived." Ellidy explained.

"Is it the first time you've been in the Digital World?" Tails asked.

"Well, actually no, somewhat. I've built this device with the intent of being able to fix any problems to my system that pushing buttons on a computer wouldn't solve. And through accident, I discovered what lied beyond your average computer system. Though, it was during that time I found myself stranded out there and well...you know the rest..."

"I see..." Sally then noticed a cylindrical machine next to the monitors. "May I ask what that device is for?"

"It's a safe built for preserving valuables, and I was about to mention that." The gray lynx smiled as he walked over to it. He input a code before the middle of the safe opened up. "This is also something I wanted everyone to take a look see. My latest discovery: the Red Star Ring."

As the name implies, the Red Star Ring is a massive ring that's almost twice the size of any regular power ring. Along with its unusual color scheme, it also contained a red star that takes up much of the middle.

"I have no records of such a phenomenon..." Nicole said in wonder.

"After doing some tests, I've found it's properties much like that of a regular ring, but the energy output may be multiplied by a factor of 10!" Ellidy stated as inspected the large ring.

"And it came from the Lake of Rings here right?" Tails asked.

"Yes. The lake usually produces a ring on a daily basis. However, just a week ago, it went dormant, so I thought it had dried up. Fortunately, I was wrong, and this oddity appeared. I don't know what caused this pattern to appear, but after a few days of no activity, it formed at the bottom of the lake. I still need to make more observations on it, and...are you looking for something?" Ellidy asked Kor, who opened the door to another room. It was rather cold as a cool mist poured onto the floor.

"Sorry, I got a bit curious. Makes sense that the server room would be cold considering the amount of heat these CPUs would produce." The red fox closed the door. "So you were saying?"

"Eh, yes. Anyway, I need more observations of the lake to deduce why this phenomenon occurred. It could be that the Dark Gaia energy may have something to do with it, but I'm still not sure..."

"Well, that Dark Gaia energy has been causing some strange things to happen since Day 1..." Kor mused.

Ellidy nodded. "However, the potential this ring has is fascinating! If I could just recreate the conditions or maybe even synthesize it, it could lead to a whole new level of understanding of power rings in general."

"It could also be great for Nicole." Sally pointed out, causing the doctor to glance at her. "While Nicole is able to project her physical form thanks to rings, their energy gets used up pretty quickly. So, with a more powerful ring, she could stay in her form as long as she wants."

"Well, I suppose, in theory..." Nicole said, a bit unsure.

Ellidy rubbed his chin. "Maybe..."

Tails noticed a pair of rings on a nearby table. "Wow! You even made magical chain links for the rings!" He picked one of them up to examine it.

"I wonder what's the limit on these." Kor asked, picking up the other. "Wanna test it?"

"Sure!"

"Now boys put those down. I haven't finished refining them yet!" Ellidy scolded them. He waited until they did before he walked over to the monitors. "Since the Red Star Ring appeared, I've had my little robot buddies monitor the lake. It appears to have grown dormant again, hinting that it might be making another ring. Unfortunately, I've lost the feed to that area..."

The engineer shrugged as he looked at the monitors. "Eh, could be a technical glitch or it was damaged." His curiosity peaked when the lower right monitor showed an ominous looking face on it. "Uh...you see that face on the lower right?"

"Hmm?" Ellidy asked, taking a look. When he did, the screen was static. "Ah yes, there has been more than one badnik acting strange lately..."

Kor scratched his brown hair. "I could've sworn I saw a face there though..."

"Think you might be a bit sleep deprived Kor?" Sally asked.

"I've been up for nights on end before Sal. I ain't hallucinating..."

"Well, regardless, this badnik is still active according to my systems. I tried to take a closer look with the digitizer and well...you saw how that went...other feeds are reporting similar issues." Ellidy told them.

The young kit perked up. "Well if its a hardware issue, I'd be happy to take a look at it."

"Actually doctor, I wanted to bring this up earlier..." Nicole began. " When you digitized yourself, you ended up trapped out there, and you came under attack. While you would have been fine physically, mentally you were at risk. All of this points to deliberate acts of aggression, and as I've told Kor earlier, I believe someone is trying to take over your system..."

Ellidy gave a heavy sigh. "I'd like to believe my systems are ironclad, but I suppose you would know better than anyone, and I guess that makes sense..."

"Relax Dr. E. Nicole and I can handle this." Tails told him.

"Kor and I can go investigate the lake then. I'm guessing you don't have a vehicle or...?" Sally asked.

The elder lynx gave a smirk. "Heh, I'm not that much of a recluse. There's a hovercraft in my garage. The keys for it are on the table under the lamp. Please be careful with it?..."

"Oh we will." Kor smirked, though that didn't give the doctor any confidence.

The red fox grabbed his gun off the floor while Sally grabbed the keys. The hovercraft only had one seat, so the two did a game of rock-paper-scissors as to who would drive. The princess smirked when she won. She promised to let Kor drive on the way back though. Having been given directions to the lake, it didn't take long to find it. However, the time of day was beginning to become an issue.

Kor looked at the orange hue that blanketed the sky. His ears flattened against his head. "I used to like nights, now I hate 'em..."

"I know that feeling. Let's find this ring before it gets dark out..." Sally took out a scanner and began looking at the readings. "Hmm...there's a baseline here, as well as an energy spike."

"Think that's our ring?"

"Could be..." Sally noticed a small flying badnik sitting on the pier that extended into the lake. It was offline. "Well, there's Dr. Ellidy's robot, but it doesn't seem to be responding to anything."

"He said it was 'online' right?" Kor asked.

"Yeah. Something doesn't seem right..." Before she could dwell on it further, Sally noticed a red glow coming from the lake. Upon closer inspection, it was another Red Star Ring floating near the surface. "There it is! Kor, hold my feet."

"Is that a little straight forward Sal? I mean, I didn't know you felt that way for me." Kor joked, starting to laugh.

The princess groaned. "Just shut up and help me..." The fox held onto her feet as half her body went under. He pulled her up when he saw her grab it.

Sally spat out some water. "Probably should've brought Big to fish it out."

"Well, gotta improvise. Now let's get outta here before dark set in."

However, as they were leaving, the 'offline' badnik suddenly became active, and aggressive. Kor and Sally could see the evil look in its eyes as it tried to ram them. Sally was about to slice it open with her swords, but Kor beat her to the punch. He lined up his shot before two sprays of buckshot tore into the badnik, taking it offline permanently.

The engineer pulled the pump foregrip back. The spent shells ejected out the bottom of the stock before two more took their place. "Another day, another crazy robot trying to kill us."

"Yes, but this is getting beyond creepy...hatever's in Ellidy's system is definitely aggressive...I wonder if it's after these Red Star Rings..." A beeping on the scanner drew Sally's attention. "This thing is still picking up an energy signature...is it the lake itself or...?"

"Well, lets worry about that later. It's gonna be dark soon, and I'm sure both of us don't want to be caught out here..."

The princess nodded. "Right." She was about to get in the front seat, but Kor grabbed her arm.

"I'm driving, remember?" He smirked.

"Have you driven a car before?"

"Yeah, once." Kor smirk grew into a devious grin. Sally gulped as she climbed into the back andd held onto something. Screams could be heard throughout the island as Kor drove the hovercraft like a madfox.

-Inside Dr. Ellidy's system-

Nicole locked her PDA before she entered her creator's system. The first thing on her list was to check the firewall. Nothing appeared to have breeched it, but she knew something could've slipped in undetected. After checking the badniks, most of them were online, but not being responsive, though one just registered as being completely offline. As she continued checking the system, Nicole became more certain that something else was in the doctor's network. Was it was very skilled hacker? A virus? Or perhaps...an A.I.? Nicole assumed it would be the first two. Chances of encountering an A.I. much like herself were less than 5%.

As she continued to check the system, Nicole felt a presence behind her. When she turned, nothing. Her eyebrows furrowed as a frown formed on her face.

"Hey Nicole. We finished checking all the servers and came up with zip. Think it's a virus or something?" Tails asked.

"Not sure...but there is definitely something in here. I suggest we partition the system to limit its movements. I'm gonna search for it directly..."

"Alright, just be careful." Tails told her as he slid a server cartridge back into the main router.

"With the way you all interact, Nicole's growth is truly impressive..." Ellidy noted.

"Yep. I don't know if I could even pull off programming like that. For instance, I built a robot named T-Pup, and there was this one incident when we played fetch, and well...it's kinda embarrassing...Kor also developed these two cool machines he's used over the years, so he might be able to, but I don't know."

"Ah. Well...truth to be told, Nicole's creation was the result of...unique circumstances...I'm not sure-"

"You don't have to speak as if I'm not here." Nicole cut in before he could continue.

Ellidy mentally slapped himself for forgetting the speaker was on. "O-Oh, sorry...Nicole, do you remember when you were activated?" The doctor asked.

The A.I. paused her search. "Technically...I remember everything, but how it happened is rather different from...well I just can't view those events the same as I see things now..."

"I see...was there some kind of catalyst or event that took place that changed your outlook?"

"I don't believe so, but as I said, my connection to those memories is not consistent..." Being a computer, she could still remember both timelines fairly well. However, for everyone else those memories would fade in time, being replaced by those of their new existence. "My entire perspective existed in a different context, and the more I think about it, the more those memories make me regret how limited I was in the past..."

Before Ellidy could ask another question, Sally and Kor walked in. The chipmunk was using a towel to dry herself. "Oh, you're back! And you found a second Red Star Ring!"

"We found it as soon as we got there, along with some other readings...oh, and the robot, well-" Sally began.

"It tried to attack us after we got the ring, so we had to kill it." Kor explained.

"But, it wasn't responsive at first, but then it just went berserk..." The princess finished.

"That's not very reassuring. I don't know if we're even close to figuring out the problem." Tails gave a yawn. "Boy I'm tired..."

Sally sighed. "Well it has been a long day..."

"You guys should get some rest." Nicole stated.

"But what about the robot problem?" The kit asked.

"I'll keep tabs on things. If anything goes wrong, I'll let you know." The lynx assured him.

Kor had a scowl on his face as he thought things over. This seemed so simple, yet so complicated. It was obvious something had already hacked into Ellidy's system given the crazed robot from earlier, but it was becoming a real chore just finding it. He was considering jumping into the system to help Nicole look for it, given his experience with rooting out spies during his mercenary years. However, he didn't want to upset the lynx if he thought she wouldn't be able to find the intruder.

Looking out the window, darkness was already here. Years of intense fighting gave Kor of sense of when he literally felt something bad may happen. Dark Gaia monsters plus robots that could turn on them at a moment's notice? Not a good combination. As much as he would like to sleep tonight, he doubt he ever would.

"You gonna sleep on the couch Kor?" Sally asked.

The red fox shook his head. "Nah...I'm gonna stand guard. Something just ain't feelin' right..."

"Worried about Nicole?" Tails asked, making the engineer blush.

Kor scowled at the kit. "...Yes...but I'm also concerned about the fact Dr. Ellidy's 'friends' will knife us in the back when we least expect it, not to mention the Dark Gaia problem around here..."

"That is true...want some help?" Sally asked.

"Nah. Y'all get yer beauty sleep. I'm used to doing stuff like this." Kor walked towards the back door.

"Well before you head out, mind giving Rotor an update?" Sally tossed him the scanner. Apparently it also acted as a communicator. Kor caught before examining it.

"Eh, why not." He exited the house as everyone else started getting comfortable. Strapping his shotgun to his back, Kor fiddled with the device before he managed figure it out. "Hey, Rotor? You readin' me?"

"Hey Kor! How's it hangin'?" The walrus replied.

"Eh..." The fox did a shaky motion with his hand.

"That bad huh?"

"Well, not entirely. Dr. Ellidy is fine, though this whole situation is pointing towards someone trying to do a hostile takeover...whoever it was hacked into Ellidy's system and is trying to take control of his badniks."

"Wait, Dr. Ellidy has badniks?"

"Yeah, as odd as it sounds. Long story short, Eggman abandoned them yada yada yada...and Ellidy uses them for home defense and doing other stuff. Anyway, Nicole's trying to find out whose responsible for all of this. One of them attacked me and Sal earlier, and we still don't know if it's a virus or a hacker...hopefully we can nip this in the bud before it gets bad..."

"I hope so. We've been busy lately as well. Earlier today, someone named Gregarios contacted us. He said he had info on how to fix the world, so we're heading to Apotos."

Kor eyes widened. "Apotos? That's pretty damn far."

"Yeah. Hopefully you guys can catch us there when you're done."

"Right..." The engineer sighed, but then his lips formed into a smirk. "By the way, did you ever tell Cream how to operate the coffee machine?"

Rotor's face contorted into a frown. "Yeah...when she used it, she caused it to overload from pressing too many buttons before it fell over..."

The fox held a small laugh, but then his ears perked when he heard a noise. "Alright Rot, I'll let ya go. I'm gonna need to be on full alert for the next few hours...we'll see ya tomorrow."

"Alright. Cya." Was all Rotor said before he ended the transmission.

Kor unstrapped his gun as he cautiously looked around. He heard a noise coming from the back of the house. If someone was trying to break in, they're gonna wish the thought never crossed their mind. Eyes trained down the scope, he slowly moved around the edge until he could see the entirely of the rear of the abode. The fox lowered his weapon when he found Dr. Ellidy standing before a bricked area connected to the wall of his house. Kor felt he shouldn't intrude, but he also knew it would bug him later. The doctor always felt a bit uneasy around Nicole despite the fact she's pretty docile in nature. Time to get some answers.

The engineer was sure the doctor heard him as he neared, though he didn't show it. "Didn't expect you to still be up doc."

"This is something I've been doing almost every night...paying my respects to her..." A tear slid down his cheek.

In the bricked chamber, Kor was surprised to see a framed photo of a female lynx who looked close to Tails' age. What surprised him the most was how similar she looked to Nicole. "Uh...who is that?"

"That...is my daughter Nikki...she passed away several years ago..." It was then that Kor got the answer he was looking for. The two lynxes looked so much alike it would be unnerving for any parent to see someone that looked like their deceased child.

"What happened to her?..."

"She...she suffered from a rather debilitating disease that slowly degraded her health...I tried to save her by uploading her consciousness into a computer...I had everything planned, mapping out neural pathways digitally and even created an A.I. so I could copy her mind into it...but when I activated the handheld program...all I got was an emotionless voice..."

"That must be how Nicole was created..." Kor muttered.

"It still pains me when I see Nicole walking around among us when my poor Nikki never got the chance..."

Kor grew irritated by that comment. "Look doctor. I'm sorry for your loss, but you can't blame Nicole for what happened..."

"I didn't...that's why I gave her to Sally instead of deleting it all..."

"Well you gotta admit you're upsetting her by acting so distant..."

"Upsetting her? What would she know about that term?..."

The engineer growled before getting up to the elderly mobian's face. "If you're insinuating that Nicole can't feel anything, I won't hesitate to bust you up old man..." He stated venomously before backing off slightly. "Honestly, for someone as old as you, how can you be so-wait, why are we even arguing about this? You should already know Nicole isn't at fault period. I thought you'd be happy your own creation has evolved into something more than just a simple computer." Kor pointed out before he noticed a purple mist floating around the lynx's head. "Of course..."

"What?"

"There's Dark Gaia energy in the air, which means those things are close. I thought you said your robots usually hold them off."

"They should, unless they're-" Ellidy stopped when he saw a few of his robots. Instead of fighting the monsters, their red eyes locked onto the mobians and started to attack them.

"Yeah, so much for your 'buddies'..." Kor groaned. He aimed his gun and put out 4 shots before he and Ellidy quickly ran inside.

Sally and Tails were sleeping on a chair and the couch respectively when they heard the sounds of gunfire. They both guessed Kor saw a few monsters and decided to have a little fun. They didn't think much of it until the fox quickly shook them both awake. "C'mon guys! Get up!"

"Wha...what's going on?" Sally asked, rubbing the sleep out her eyes.

"No time to explain, we gotta get to the lab!" Ellidy yelled as he rushed to the door. As he got in, the door was beginning to close on its own. Kor managed get to it and tried to hold it open. However, Ellidy saw it would probably crush him and pulled the fox in before it slammed shut.

Tails tried to move the door while Ellidy pressed the release button. Nothing worked. Sally noticed the monsters as well as the badniks trying to get in, so she moved to block the door using the furniture.

"Tails, a little help?!" The princess said as she started moving the couch. "Guys! What's going on?!"

"We're trying to figure that out..." Ellidy's muffled voice came through the metal door.

Kor was at the computer. "Nicole? Not to sound desperate but we could really use Ellidy's machines on our side right about now!"

Instead of the lynx giving an answer, a menacing face overtook the entire screen. Kor swore it was the same face he saw earlier. "I'm sorry but Nicole is unavailable. I'm in charge now." A feminine voice spoke.

The fox growled. "Who the hell are you?"

"I'm Phage. I'm here to retrieve Dr. Ellidy's research, the Red Star Rings, and the chaos emerald that's here on this island."

"Chaos emerald?" Ellidy asked, confused.

"So that's what Sally was picking up...who sent you?" The engineer asked. He gritted his teeth when Eggman's logo filled the screen. "Fucking figures...and I suppose if we give you the rings you're not gonna let Nicole leave?..."

"Perceptive. And yes, she's mine."

"Look Kor, if we shut down the system entirely-" Ellidy said in a hushed voice.

"We'd destroy Phage, but Nicole would perish as well..." He was clearly against that idea.

"That thing already controls my badniks. It's only a matter of time before-"

"Now see that's the difference between you and me: I don't give up so easily..." The fox growled.

While the two bickered over a course of action, Phage watched in amusement. While Phage was an A.I. much like Nicole, she had no definite physical form. She was just an ominous black cloud of particles that could absorb anything it touched. The malicious A.I. had Nicole surrounded in a barrier to prevent her from moving. Nicole growled inwardly at the fact she didn't see this coming earlier. All the signs were there, but Phage was just too elusive for her to track, and apparently more powerful than she originally thought. Nicole tried to quarantine her, but Phage easily broke free. Currently, the lynx was thinking for a way to escape, but was broken from her thoughts when Phage chuckled.

"It seems you are quite the hostage. But, how would they know if you were gone? I could easily take your form and take them down from the inside..." To prove her point, Phage formed into a little mock-up of Nicole. She nailed just about every physical feature, save for the mask that hid her face.

Something inside Nicole snapped. Phage might mock her, keep her captive, and what have you, but Nicole would be damned if she let Phage use her identity to hurt her friends. "No...you...WON'T!" The lynx yelled as she cast a powerful wave of energy that broke Phage's hold on her and pushed the evil A.I. back.

Phage was slightly startled, but was by no means intimidated by that little display. "Well, it seems you are more capable than I perceived you to be. But..." She towered over the lynx, frightening her a bit. "That won't stop me from getting what I want..."

Hairs standing on end, Nicole flew off into the system. She had to find some way to defeat Phage, or else she'd become nothing but pixel dust...

In the lab, Kor and Ellidy were a bit confused when Phage was pulled away from the screen, but then they both saw a message from Nicole. "Kor, evading Phage. Get the emerald from the lake, save the planet..." The fox read aloud.

"Kor!" The engineer looked towards the door. "The badniks aren't fighting the monsters! They're all trying to break in!" Tails shouted.

Behind the kit, Sally was trying to keep the door shut. They both pushed whatever furniture was in the room up to the front door and pushed a book case to block the window. Sally's body vibrated whenever the monsters bashed themselves against the door.

"Tails, listen good. This virus called Phage is after a chaos emerald in the Lake of Rings. I don't have to tell you and Sally how important it is to retrieve it first..."

"But what about you guys?!"

"Just go! Sally knows the way."

"O-Ok...Sally, we gotta get to the lake!"

"Alright. Oof!" Another monster rammed the door. "I hope this barricade will hold..." Sally and Tails ran into the garage before they powered up the hovercraft. Not bothering to wait for the door to open, they just rammed through it and sped as fast as they could to the lake.

"You know what they say about jumping out of the frying pan?..." Ellidy asked.

"I'm well familiar with that, and if we don't deal with Phage soon, we're all gonna be in serious trouble here..." Kor said before he looked towards the digitizer bed. He also spotted a camera mounted on the wall before he shot it to pieces.

"What was that for?!" Ellidy asked in shock.

"So Phage doesn't see what we're doing. It's clear Nicole can't stop Phage by herself, and I already made a promise to her..." He handed Ellidy his shotgun. "I doubt you're good with firearms, but if those things break in, use it."

The old lynx held the gun awkwardly. "Wait, what are you going to do?!"

"I'm gonna solve this problem directly..."

-Inside Ellidy's system-

Nicole flew as fast as she could through the digital landscape. She tried to retreat to her PDA, but Phage already blocked that escape route. Now, all she could do was run. Some of Phage's monsters tried to block her path, but she gave them a powerful shock that caused them to dissipate. All the while, Phage's voice haunted her no matter where she went.

A shiver went down Nicole's spine as Phage chuckled. "Do you really think you can run away? It's futile. Pointless. I control this entire system Nicole. There is no where you can run that I won't find you. I don't have a cozy little handheld like you. I'm everywhere. I'm not contained by any mere server either. I've infected hundreds of systems, absorbing everything. Their resources, their processing power, all of it linked directly to my core. And once I absorb you, so will you be linked to me."

Nicole frantically looked around and saw a large box with lasers protecting the opening. On a monitor, this would be a folder that needs administrative access to be opened. Nicole slipped through the gaps in the defense, catching her breath.

"You know you can't outlast me. Have you pretended to be alive for so long you've actually learned to fear death?" Phage's voice mocked her.

The lynx really wished the malicious program had a mute button. Nicole looked around her hiding place and saw various pictures that were saved to the folder. All of them contained pictures of Ellidy and Nikki at some location, ranging from doing fun activities to winning an award at a science fair. Nicole didn't know who Nikki was, but she was startled by how similar she looked to herself. Before she could dwell on it further, Phage broke through the wall she as hiding behind.

"I told you: hiding is futile." Phage sneered.

In desperation, Nicole shot a blast of energy at Phage. Amused, the cloud with a face shot her own beam to counter. Phage increased her own power until the point she overpowered Nicole and shot her out of the building. The lynx screamed before she landed in a heap, sporting a few scraps. Nicole started to stand up as a shadow loomed over her. She glanced up, fear written all over her features.

"It's over Nicole. You have no where to run, no where to hide, and no one to help you." Phage mocked once more, taking note of her frightened expression. "There's no need to fear me Nicole." The A.I. said in a sweet, yet misleading voice. "Think of it as a transition to a greater whole. I promise it won't hurt." A wicked grin appeared behind the mask.

Nicole felt herself experiencing what she believed others would call 'having your life flash before your eyes'. She remembered everything, from her previous existence to her current one. Despite all the power Nicole had, Phage was right...she had her trapped, and none of her friends could do a thing to help her. She had a good grasp on the concept of death, and she didn't want to go out like this, but again, there was little she could do to stop Phage. A tear slid down Nicole's cheek as she closed her eyes and prepared for the worst.

Phage was about to wrap her appendages around the little lynx when a large amount of pain suddenly shot through her back. Her scream was loud enough to force Nicole to open her eyes. Standing in front of her protectively, was Kor.

"You ain't layin' a tentacle on her you Satan's spawn! If you want Nicole, you gotta kill me first!" He growled. He was only armed with just his giant wrench.

"Well if it isn't the person who made my existence possible." Phage grinned despite the pain.

"What are you going on about?..." The fox demanded.

"If it wasn't for your constant hacking intrusions into my master's systems, he would have never thought of creating me. I should thank you, but, it'd be more enticing to kill you."

The engineer grinned. "Try me."

Phage did a low swing at him, which Kor jumped to dodge. She tried to swat him with two hands, but the fox either smacked them away or tore into them with the blade portion of the wrench. While that happened, the A.I. brought another arm straight down at him, and not having time to dodge, he just blocked it with his wrench.

Nicole was still surprised that Kor suddenly appeared in the system, until she recalled their discussion earlier that day. He made her a promise, and he was intending to keep it even if he was under-gunned. The lynx realized she had a chance to escape, but she knew Kor wouldn't last long while Phage was in her element. While Kor was holding Phage at bay, Nicole noticed an opening on Phage's back when Kor tore into her. Summoning a pitchfork, she angled it at the A.I. while she was distracted before she swung her hand down.

The weapon managed to pierce Phage's core, causing the program to howl in pain. The A.I. dropped to the floor, her mask cracking upon impact.

Kor breath a sigh of relief. "Thanks Nikki. Now let's put her down before she can get back up." He gripped his wrench. Nicole hesitated for a moment before she nodded and summoned another pitchfork. However, before the two could get close, Phage growled in which such ferocity they backed up instead.

"You...insolent...savage...rude..." Energy began radiating out of her. One of the beams shocked Kor a bit before Nicole pulled him back. "I'LL TEAR YOU DOWN TO THE LAST BIT OF CODING!" Phage shouted, now even bigger than she was previously.

The couple sweatdropped, their ears flat on their heads. "Uh...Nicole?" Kor asked nervously.

"Y-Yes?"

"Any ideas?..."

"Running would be the best option right now..."

"Yeah...let's-" Kor didn't finish as Nicole grabbed his hand before speeding through the system, a very enraged A.I. pursing them.

-Isolated Island Lake of Rings-

Tails and Sally arrived at the lake shortly before Kor decided to enter the system. They had little time to find emerald before the corrupted badniks caught up.

"From what I last checked, the readings were coming from the lake itself. I'm gonna take a look before company shows up." Sally told him, taking off her blue jacket.

"Will you be ok?" Tails asked.

"Don't worry, I'll make this quick!" The princess replied. "Nothing like taking a second swim..."She muttered before taking a deep breath and diving off the pier.

As Tails watched, some of the badniks were beginning to arrive. The kit kicked and tail slashed a few of them, but there was little he could do to prevent some flying badniks from dropping fish robots into the lake. Sally spotted the yellow chaos emerald at the bottom of the lake, and she also noticed the fish badniks heading for it. She couldn't use her blades as she didn't want to risk electrocuting herself, so that just left her down to punches and kicks. She managed to grab the emerald before one of the badniks could reach it, then kicked off of it to swim towards the shore. A muffled cry left her as one of the robots bit into her leg before she kicked it off. Emerald tucked into her arm, Sally walked onto the shore, treading lightly as to not put too much pressure on her injured limb.

"You ok Sally?"

"Yeah...let's just get out of here before-" She stopped when she heard a crunching sound. The two stood in horror as Dark Gaia's minions tore the hovercraft to pieces. What's worse was that more badniks were converging on their location. The two looked at each other before taking defensive positions.

-Back in the system-

Nicole flew around a corner before coming to a stop. "Phage is likely going to unleash her full power at this point..."

"I knew she was mad already when I struck her, but that...was something else..." Kor felt himself losing feeling in his hand. Looking down, the lynx was still holding onto it. "Uh...as much as I like holding your hand Nikki, can you let go?" He said sheepishly.

"Oh, sorry..." She blushed

The fox flexed his fingers a bit. "I probably shouldn't ask, but...how come you didn't run? I gave a chance to escape."

"I already tried, Phage wouldn't let me, but that's the logical explanation, not the real one..."

"So what's the real one?"

"I didn't run because I couldn't stand the thought of leaving you to get hurt, or worse...I wouldn't ever forgive myself if that happened, so I acted..."

Kor's mouth formed a grin. "Recklessly?"

Nicole gave a smile. "Yes, I suppose. I don't even like fighting...but in this instance, I'm willing to do so."

"You sure Nicole? It might get intense."

The lynx gave him a smirk. "Whenever you're involved, it's always going to be intense." This caused the fox to laugh.

"Heh heh, glad you're on board, but..." Kor peaked his head around, noticing a large number of Phage's minions roaming around. "A direct fight may be out. We're doing 6 to 1 odds here plus Phage...if I could fly like you did, we may have a chance."

"Kor, the digitizer interprets the system in a way that your mind can understand. In here, you could fly, but you don't believe you should be able to do so. It's a psychological block." Nicole explained.

"Great..." Kor groaned. "Only time I actually hate my usual thinking...but," He formed a grin. "I've always had a wild imagination. Alright, let's talk strats. Phage can prevent us from getting out to the real world, but what about the digital world?"

"It's still connected to this system, but what do you plan to do? You can't survive in any digital realm indefinitely, and Phage will follow us wherever we go..."

"And I plan to use that to my advantage." Kor stated, already formulating a plan.

"Your advan-...wait, Kor you can't be serious!"

"Trust me on this Nicole. Remember earlier when me and Tails were messing with those linked rings? I need you to create a pair for us. I got an idea to lure Ms. Cranky Pants out of here."

"Oh...alright but how can you be sure she'll follow you?"

The engineer chuckled. "I have a bad habit of pissing people off."

Not too far off, Phage was prowling through the system, searching for the two heroes. She was growing more and more irate as she couldn't pinpoint their location. "WHERE ARE YOU LITTLE WRETCHES?! BRATS! SCOUNDRELS!"

She was answered by a rocket to her backside. Even further enraged, she turned and spotted Kor near the entrance to the digital world. The fox managed to figure out how to spawn the weapons he'd usually carry. "I believe the correct term is heroes?" He smirked.

"YOU MEDDLESOME PEST!" The A.I. flew towards him.

Kor immediately ran for the exit, already wishing he took up Scout's job when he had the opportunity. That boy loved to take a break every now and then. "You missed your chance to get Ellidy's information, and you sure as hell ain't gettin' Nikki, or me!" He shot another rocket at her before he exited. The engineer was greeted by the vast expense of the Digital World. In his opinion, Kor felt like he was part of an old show he used to watch, but he could see why Dr. Ellidy was so interested in this piece of the universe. Perhaps later the fox could make a second visit. Right now, he had to deal with Ms. Cranky Bitch, who just exited the system.

"What now Kor?! You couldn't stop me in the doctor's system! Do you honestly think you have a chance against me here?!"

"Nope." He smirked before he showed the A.I. what was on his wrist: a linked ring. "Nicole!"

On the other side of the entrance, Nicole stood with the other ring in her hand. She pulled hard as Kor flew back into the system, giving Phage a flip of the bird as he slipped past her. Phage stood dumbfounded for a moment. She couldn't believe she fell for such an obvious ploy. Oh was she going to enjoy ripping those two apart slowly when she got back in there...

"Alright Nicole, you lock her out, I'll keep these nuisances off your back." Kor ordered as his launcher converted itself into a minigun. The former mercenary proceeded to shoot Phage's minions as they got close.

Nicole summoned two barriers to seal the entrance, but Phage wasn't about to give up. She managed to stop the process just as it a few inches from closing. "How dare you! You can't stop me! You won't stop me! You're outdated! Even when damaged, I'm faster and stronger than you! The rings! The research! The chaos emerald! It will all belong to me! Do you think I care about the physical world?! If I don't bring back something of worth, Dr. Eggman will never forgive me for my past mistakes!" She began to force the door open with each word she spoke. " So! Stop! Interfering!"

"Well I sure would love to see your boss pull the plug on you!" Kor retorted as he continued to fire. He could see Nicole was struggling just to keep Phage from budging the door any further. Nicole tried to pull in as much power as she could, but she was already reaching her limit.

Inside the lab, Ellidy kept monitoring the whole situation. He heard Kor mutter some encouraging words to Nicole in spite of what was going on. The lynx shuddered when he heard the door break down. The corrupted badniks stared at him in anger. Looking between the Red Star Rings and Nicole's PDA, he knew what he needed to do, and he prayed it would work. He grabbed the rings, and before the robots could besiege him, Ellidy planted one on Nicole's PDA. The second the ring was installed, the small handheld shook as it took in the new power source.

Nicole felt its effects almost immediately. She felt herself radiating with power, and it also showed on her features. Her fur stood up as it turned pink along with her outfit. The edges of her gloves and boots grew new fringes as well as forming symbols that showed the Red Star Ring. Nicole only had to notice one of them to realize where this new source of energy was coming from. So much power was coming from her, that the entire environment of the system had changed back to its original form, Phage's minions disappearing as well.

"NO! THAT POWER! THAT RED STAR RING! IT'S SUPPOSED TO BE MINE!"

The lynx glared at the demonic A.I. "No, it's not, and you aren't welcome here." She summoned more energy into her hands. The barriers were turned into 12in steel that you'd see for a safe at a national bank. "Now...Get. OUT!" She yelled, slamming the entrance shut completely.

With Phage's influence no longer in the system, the badniks returned to normal. Upon doing so, they immediately starting tearing into the Dark Gaia monsters that considered them allies, much to the pleasure of Sally and Tails. The two were on their last legs as they were completely surrounded. Ellidy was also happy as his buddies stopped their hostile acts and just stared at him, wondering if he was ok.

Nicole breathed a heavy sigh of relief. Although Phage was locked out of the system, she was still a considerable threat, even with a damaged core. Hopefully, she won't have to deal with her again any time soon. The lynx smiled when she felt a hand on her shoulder.

"Knew you could pull it off." Kor smiled. "And pink looks good on you by the way." He added with a smirk.

Nicole gave a small chuckle. "Thanks...but I only shut her out. Phage is still out there, but hopefully she won't be back any time soon."

"Well, if she does come back, she's gonna wish she hadn't. We owe you our lives Nikki."

"True, but I owe you mine." She smiled sweetly. "And a lot more..." She winked at him.

"Ok, where are you getting your flirting tips from?"

"I'll never tell..." She smirked.

The fox snorted before a devious grin formed on his face. "Ok that's it. Come here." The engineer surprised the lynx when he pulled her close and kissed her full on the lips, making up for that little interruption earlier. Nicole's eyes widened before she relaxed and wrapped her arms around his neck, deepening it. Despite the fact Kor knew only his consciousness could feel this sweet sense of bliss, he didn't care. Ever since he got into the digital realm, Nicole's physical form felt more real than it did the real world, and that suited him just fine. However, the engineer knew Nicole still longed to have an actual physical body, something he would make sure to work on in the future.

Kor parted when he felt he needed air. Like Nicole said earlier, his brainwave still thought logically. "I love you Nicole, and I won't be going anywhere like I did last time..." He told sweetly.

"I love you too, and I know you'll keep that promise..." She said lovingly.

A/N: And done. Yep, finally got those two back together. And this was a pretty long chapter. Hope you guys like it. Phage was a very interesting character that was added, essentially being Nicole's complete opposite. It'll be very interesting to see what that malware will do in the future, but that's for another time. This little group of heroes needs to regroup with the others first.