A/N - This chapter references the Fourth Doctor story "Revenge of the Cybermen" from season 12 of the classic series.

Standard disclaimer: Neither Doctor Who nor Sonic The Hedgehog belong to me. Doctor Who is property of the BBC. Sonic The Hedgehog SatAM is property of Sega and DIC. The only thing that's mine is the story itself. Please read and review; I always appreciate feedback. Constructive criticism is welcome, however no flames please.

11 – AT THE PALACE GATE

Tails made his way back to where he had last seen the Doctor. Naturally the Doctor wasn't there anymore but it didn't take long for Tails to find him. Right at the great front gate of the palace, that's where he was – and he wasn't alone. Standing with him were Jordan Hedgehog and the four members of the royal family. Unfortunately they were facing several cybermen who had guns pointed at them. The Doctor, however, did not seem in the least put out.

"So you are survivors from Nerva Beacon and Voga" said the Doctor, "how did you escape?"

"We were able to commandeer an extra ship" said the leader of the group.

"And this is all of you that's left? You can't really think you'll be able to rebuild yourselves now."

"The Cybermen have always come back from defeat" came the response, "we will this time too."

"Be that as it may" said the Doctor, "there aren't very many humans on this planet."

"We are not upgrading only humans" said the cyberman, "with the conversion of the leaders of this planet and the rest of the population we will have many new species joining our ranks."

"Never!" declared the king from his place, "my people will never follow you."

"They will have no choice" said the cyberman, "and neither will you. As for you Doctor, we will upgrade you too."

"Really?" asked the Doctor, "no simple deletion this time?"

"With you we can access Gallifrey."

"If the Time Lords let you" said the Doctor, "they're not exactly all that fond of me you know. They certainly won't welcome you and they won't trade for me either so I don't exactly make a good hostage."

"When you have been upgraded we will have all of your knowledge" was the reply, "including how to fly your TARDIS." The Doctor grimaced at that.

"If she lets you in" he said, "which I highly doubt. But I have a counter-proposal. There are many other planets in the galaxy that are unpopulated but are perfectly capable of supporting life. Why not simply relocate to one of those? Then you can adapt and rebuild your race in a more productive manner."

"That cannot be done" was the reply.

"Cannot? Or will not?" asked the Doctor.

"We have talked enough" said the cyberman, ignoring the question, "we will enter the palace now. All of you. Including your seventh friend who is in hiding" and one of the cybermen swung around and pointed to Tails' hiding place. The Doctor looked where the gun pointed and nodded.

"Come out Tails" he said. Tails obeyed. He walked up to the Doctor slowly, always looking at the cyberman until he stood next to the Doctor.

"Walk" said the lead cyberman, motioning for them to re-enter the palace. As they started walking Tails pulled on the Doctor's scarf.

"Not the scarf Tails!" the Doctor said loudly. When the cybermen turned and looked at him he grinned. "You'll have to forgive my friend" he said, "he's young and still a little clumsy. It's that second tail of his you know. He trips over it and goes places he shouldn't." Tails was going to protest but the Doctor gave him a look and he remained silent. As soon as the cybermen were no longer looking at them he looked at Tails and mouthed "well?"

"One ship" whispered Tails hoping the Doctor could hear him. Apparently the Doctor could because he mouthed "good" back to him.

"Do you still have the gold dust?" the Doctor said quietly. Tails nodded. Unobtrusively the Doctor put his hand down to Tails who handed the gold dust back to him.

Once inside the palace again they were taken directly back to the throne looked much like the pictures that Sally had shown Tails except for the big machine that stood in its center and was clearly the machine that was to be used by the cybermen for "upgrading" prisoners.

"I thought I just left this place" murmured Jordan, "today isn't my day."

"Once we have taken full control of this planet" the leading cyberman said, ignoring Jordan "we will turn it into the hub of a new cyber empire."

"Is that so?" asked the Doctor, "well you may find that harder than you think. Planets are such big things after all. So many people, so many places; there are always some you miss."

"It does not matter" said the leading cyberman, "we have the royal family. Once they are upgraded the rest of the planet will inevitably follow their leaders."

"Never" repeated the king, although with seeming less conviction this time.

"Oh don't give up your majesty" said the Doctor with a grin, "I think things are just about to get very interesting." Before anyone could react he grabbed Jordan's hand and shoved the gold dust into it. "Their chest boxes" he whispered to the hedgehog, "as fast you can. Do it now!"

Jordan stared at the Doctor for a second, his mouth open. Then he reacted, and he was as fast as he had seemed to be on the viewing screens. Maybe he wasn't quite as fast as Sonic, but he was fast enough that the cybermen couldn't react in time before he had sped all around the room and jammed gold dust in all of their chest boxes.

The reaction was immediate. All of the cybermen began acting as if they could not breathe, as if their respiratory systems were clogged up, and soon they collapsed to the floor.

"It's not enough" said the Doctor, "we have to take all of them out, and their ship has to be disabled before it can take off, just in case."

"The ship's behind the palace" said Tails looking a bit frightened over what was happening, "Doctor what's happening to the cybermen?"

"Don't think about it right now" said the Doctor, "show me where the ship is. And Jordan, find any more cybermen that you can."

"Right" said the hedgehog and sped away. The king looked like he wanted to say something but the Doctor was already urging Tails out of the throne room before he could.

Tails quickly led the Doctor to the ship at the back of the palace. They found Jordan already there. The ship was open beside him.

"There were a bunch of them in the ship" said Jordan, "and I think they were trying to leave, but I took care of them."

"Good" said the Doctor, "I'll be right back. Wait here" and he entered the ship before Tails could say anything.

"How did you get in?" asked Tails, "the ship was closed when I found it."

"It was open when I got here" said Jordan, "and cybermen were standing by the door. I bet they realized something was happening in the palace and opened the ship to investigate."

"What happened with the cybermen just now?" asked Tails, "what did you do to them?"

"I think" said Jordan hesitantly, "I think I might have killed them. The Doctor said that gold choked their respiratory systems."

"Then they're dead?" asked Tails, "did they have to die?"

"The Doctor gave them a chance to leave" said Jordan firmly, "they couldn't stay here. They were going to convert us into being like them. Would you want that?"

Tails said nothing. In truth the cybermen stirred something up in him that was far to familiar for his liking. It was all too much like the roboticizer.

Before Tails could answer the Doctor exited the ship.

"Get back" he said, practically pushing both Tails and Jordan away from it. It was none too soon. Within seconds they heard the sound of engines starting up. The Doctor broke into a run, Jordan did too. Tails spun his namesakes and flew alongside them.

"You can fly?" said Jordan, amazed.

"Yeah" said Tails.

"That is so cool!" said Jordan, sounding rather like a certain other hedgehog that Tails knew well.

"Thanks!" Tails said, but there was no time to say any more. The ship suddenly took off going up, up, up. The Doctor stopped suddenly and turned to watch, Jordan and Tails stopping with him. The ship climbed higher and higher, getting smaller and smaller. Just as it vanished from view a huge explosion broke out that lit up the whole sky.

"Get down" said the Doctor, throwing himself to the ground, the others doing the same. After several seconds the sound wave hit them followed by the shock wave. Fortunately the sound was a lot louder than the size of the actual shock wave and it quickly subsided.

"I'm glad I sent it high enough" said the Doctor, getting up.

(To Be Continued)