Max had seen it all.

He had seen the black biotic raptor emerge from the tunnel behind Slasher and pursue the three as they fled for the exit. Max had swam alongside them all the way. He had seen the black raptor leap into the air and come down with his claws in Talon's back. He had seen Knuckles and Slasher escape, neither of them realizing that Talon wasn't with them. He had seen the biotic raptor jerk Talon to his feet and hold him there, to die when the charges went off. The young anteater looked imploringly into his chao's eyes, begging him to do something. Max hadn't known what to do. Should he go for help? Should he try to break the glass?

Then the charges had detonated.

Max was blown end over end, the water resounding with noise and vibration that deafened him. Presently he righted himself and tore back to where Subterran had been. The domes were now piles of rubble, great streamers of bubbles wafting upward like smoke. "Talon!" Max cried into the water, but there was no answer. He swam to and fro frantically, looking and poking into the rubble for his master.

His shark-like sense of smell aided him, and at last he located Talon under a twisted metal beam. Miraculously, the anteater was still alive, although red was seeping from his nose and ears. His eyes were open, and flickered with recognition when he saw Max. He limply brushed a hand over the beam that had him pinned. The chao shoved it, butted it, tried to drag it in his mouth, but it was too heavy. Talon watched for a few seconds, but he couldn't hold his breath much longer. Bubbles trickled out of his mouth. Max was growing frantic. Talon was going to drown, and he couldn't free him. "Someone help me!" he cried despairingly into the empty water.

All at once an idea occurred to him. Much later he would wonder if God had made him think of it. The super emerald! If he could go to Ultimate form, he could free his master. The chao spat out his emerald, then bit it again and tried to make himself bypass large form and move to something beyond.

It worked. When Max dared to open his eyes (half a second later), he found himself the size of a whale. He had lost his frog-like hind legs and grown powerful flukes, and his head was the size of a boxcar.

He nudged the metal beam aside easily, scooped up his master's body in his big mouth, then leaped for the surface.

Ultimate form was powerful! The sea dragon broke the surface and opened his mouth to give Talon some air. Holding his head out of the water, he swam toward the mainland, half a mile away. He covered it in twenty seconds and beached himself, then gently deposited his master in the sand.

Talon began to cough as soon as Max opened his mouth, and now as he felt the warm dry sand, he opened his eyes and looked up at his chao, now grown to gigantic proportions. "Hi Max," he whispered with a smile. "You made it to Ultimate." Then he collapsed in a dead faint.

"It should be raining," said Sonic.

Everything had gone wrong. Talon was injured from the force of the blast, and was in bed, unable to move. Subterran had been shut down before the attack, and it hadn't hurt the Black Claw at all. The creature Slasher had battled and who had looked like the biotic leader had simply been a biotic duplicate with his master speaking through him. There was a rumor of a spy in their midst. And Chalcon had regressed.

Sonic stood outside Slasher's hut, staring at nothing and hugging Velocity to his chest. "It always rains in the movies when bad things happen," Sonic told his chao. "Like funerals and defeats and that stuff." He glanced at the bright, cheerful sun and wondered if he would ever be happy again. Slasher probably wouldn't.

Chalcon had clung to life for twenty-four hours, in a deep coma from extensive blood loss. A transfusion was not possible, for no one had any idea of a chao's blood type. He had awakened that day at noon and looked up at Slasher, who was standing over him anxiously. "Slasher," he whispered to her. "I'm ... not ... the spy." Then he closed his eyes, sighed and the white otiae-cocoon appeared over him.

Everyone had come to see the little bloodied chao in the cocoon, and tell Slasher how sorry they were. The big raptor sported assorted bandages on her chest and arms, but didn't seem to care. She remained at her chao's side, but her face was cold. Her eyes were spiritless, and she spoke to no one.

Then the cocoon vanished, and there, where Chalcon had been an hour before, was a blue and yellow speckled chao egg. Chao did not die. They regressed.

The only person in the village with grief to match Slasher's was Knuckles. The echidna had the same haunted, empty look about his eyes, and was at present seated at Talon's bedside, holding the weak clawed hand.

Talon's ears were stuffed with cotton and wrapped about with a white bandage, as the force of the underwater blast had ruptured his eardrums. He couldn't hear very well, but loud sounds hurt him, so communication was difficult. His body was bruised all over, and his right knee had been dislocated by the weight of the beam that had trapped him, but other than that he wasn't hurt too badly.

"It's all right, sir," he whispered to Knuckles, giving the big hand a faint squeeze. "It's not your fault. I should have been with you."

"It is my fault," Knuckles murmured back fiercely. "I didn't look out for you like I should have. I could have ..." The echidna thought again of pressing that deadly detonator button, and of what it must have been like to be standing near the blast. "I could have killed you," he finished painfully.

Talon clutched his hand and closed his eyes, seeing in his head the white blast, feeling the concussion strike him in the gut and blow him through the wall of the dome, which disintegrated, feeling the icy slap as seawater engulfed him ...

The door opened and Zephyer entered with Zinc under one arm. She set her chao down and pulled up a chair beside Knuckles. Zinc found Max, and the two discussed reaching Ultimate forms in whispers.

"Hello miss Zephyer," Talon whispered, managing a weak smile.

Zephyer squeezed his hand and said softly, "How are you, Talon?"

"Better," said the anteater firmly, as if trying to make himself believe it. "Really, I am. Tell her, sir."

Knuckles looked at the floor and said, "Yeah." He looked very dejected, hunched forward with his elbows on his knees and big hands hanging limp. Zephyer thought to herself that he looked worse than Talon did.

"It's not your fault," she said to him. "Accidents happen. You can't look out for everybody all the time, and you were distracted by Slasher." Talon saw her reach out to pat Knuckles on the back, but stop and pull her hand back, curling her fingers in loathing under her metal. "Zephyer," said Talon softly, "pat him for me. It might make him feel better." She smiled shyly and did so, but Knuckles only buried his face in his hands.

They remained like that for a long time, a grieving echidna with his shoulders shaking silently, another echidna, sorrowing too deeply for words, and an anteater with his face turned toward them, dozing a little under his bandages.

Max and Zinc were cheerful (Ultimate form was a neat thing!) but they had enough respect for their companions' grief to speak in subdued voices. After a while, however, the atmosphere reached even their carefree hearts, and Max climbed up on the bed with Talon, and Zinc leaned his gleaming head against Zephyer's leg.

Talon was asleep by this time, and Knuckles had calmed and was again staring dully at the floor. Zephyer reached down and stroked her chao. "I'd better go now," she murmured. She rose, scooped up Zinc and left, opening the door a second to admit Chimera.

Chimera paced to Knuckles, obviously trying to keep quiet, but his eyes were narrowed as he looked at Knuckles. "I heard there was a spy," he missed to his master. Knuckles nodded and added a shrug to show he didn't know anything. The red chao peered up at Max, who was sitting beside his master, watchfully. "I'll bet YOU'RE the spy."

"You wish," Max whispered back.

"I'll find out who it is," Chimera told Knuckles, patting his knee. "I'll have 'em run out of Knothole. Just wait." Then he left again, a chao with a mission.

The spy was not located until weeks later, and under unfortunate circumstances. Subterran was the beginning of a run of failure for the Freedom Fighters. Slasher no longer took any part in mission planning; it seemed her spirit was broken, what with her wings being clipped and Chalcon regressing. Sally had relied on her for so long the squirrel had almost forgotten how to plan missions herself.

But plan she did, with Sonic playing scout and Velocity contributing his almost uncanny tactical instincts. The blue chao could look at a map for a few moments, then tell you what areas made good defensive points, where the weak points in the enemy's flank were located, and what strategies they should employ. He was almost always right.

The problem was, something almost always happened to foil the Freedom Fighters. A gate would be guarded where it had not been earlier; the biotics would change positions and dig in their line a mile away from where it had been before; a well-aimed laser blast would graze one of the group while they were setting explosives. The first few failures Sally counted as her fault, thinking there was something she had forgotten to factor into the planning. But as the number of failed missions mounted, she began to wonder if the rumor of a spy was true. The biotics were ready for them every single time.

And still the Black Claw moved forward, unchecked. Their army was swelling, thousands of cities had fallen to them, and half a dozen countries. The army had split into segments; the small groups to occupy territory and build construction facilities, and the largest group to continue its conquest of the world. It you resisted them, you were butchered. If you surrendered, chances were that you would still be butchered.

The Black Claw had so far left the lower Mobitropolis valley alone. Tails suggested wishfully that maybe the biotics were afraid to tangle with the gang who had recovered Riverbase. Sonic pointed out rather ironically that if the biotics wanted to flatten them, they could have a million times already. It was only a matter of time. And still the rumor and suspicion of a spy hung over them all.

Knuckles returned to his island, leaving his chao and Talon in Knothole to be looked after. He had thought of some herbs he knew of that would help Talon recover faster, and as far as he knew, they only grew on the Floating Island. It was meant to be a trip of a few hours. It stretched into a week.

When the echidna beamed down on the teleporter pad, he saw something like grey smoke hanging over the northern part of his island. He glided out to see what it was, and to his dismay he found a group of biotics clearing trees industriously for some sort of factory-construction materials were stacked nearby. The enraged guardian jumped in the middle of them, felled three and drove the rest into the forest. It took a week of fierce hunting to find them all, for they could hide like rats. They attacked him twice from behind, and only his steel knuclaws saved him.

At last his island was free of 'robot trash', as he called it. Knuckles bade the Chaotix keep watch and call him if any more biotics appeared, gathered his herbs and returned to Knothole.

The mood of the village was different. Knuckles found it odd as he walked through, a bundle of leaf clippings in one hand. People seemed tense, moved about in groups, talking in low voices, and jumped as he passed by. "Has there been some sort of attack?" he thought as he approached Talon's hut. And where were the chao? He hadn't seen the chao running around, as they usually did. Very strange.

He pushed open Talon's door and entered. The anteater was propped up on pillows, a book face-down beside him and Max curled up on his lap. They looked up as he entered, both pairs of eyes bright. Were they afraid? "I brought you some haeleaf," Knuckles said, lifting the bundle for Talon to see. "Rub it into your skin and any bruise will be gone in twenty-four hours."

Talon nodded, then said, almost reproachfully, "Why were you gone so long, sir? You could have kept it from happening."

Knuckles froze, eyes locked on Talon's face. "Kept what from happening?"

Talon looked at him a moment, as if thinking of how to put it into words. "Chimera heard Zinc talking to somebody on the radio and telling them what we were going to do on our next mission. Zephyer and Zinc got ran out of the village."

Knuckles groped blindly for a chair and sat down, staring at nothing. "Zinc ...?" he said blankly. "Zinc was the one ...?"

"That's what I thought, sir," said Talon emphatically. "No way! Zephyer either. She tried to stick up for him. I watched out my window. The funny thing is, none of the other chao are here. Sonic, Slasher, Tails and Serena went on a mission the day before it started, and they aren't back yet."

Knuckles's hands knotted into fists. "If Chimera made it up-"

Talon shook his head sadly. "They recorded the transmission from Rotor's receiver set. I heard it, too. You can't hear who Zinc is talking to, but he sure is giving out information."

Knuckles groaned and slumped back in the chair. "This is wonderful. The biotics were trying to set up camp on the island, and I come back, and Zinc and Zephyer-" He broke off and his eyes widened. "Did you say they got ran out of the village?"

Talon nodded, fingering one of Max's ears. "It was kind of a mob thing. Zephyer took Zinc and they ran for it."

"When was this?"

"The day before yesterday."

The crimson echidna winced. "Two days. If they get snapped up by the biotics it'll be all over. If they tap their brains, Zinc can tell them all about a chao's stages, and Zephyer knows all sorts of stuff about the super emeralds."

Talon pricked up his bandaged ears. "She does?"

Knuckles nodded. "I let her read my books, because she wanted to know about echidna history ... the day we stormed Subterran."

At this point the door opened and Chimera swaggered in, a smirk on his little chao face. "Yo, Knux," he said. "I caught the spies when you were gone. Not bad for a little chao, eh?"

For a long moment, Knuckles debating kicking Chimera across the room. Instead he stepped around him without a word and left the hut. Chimera glared after him, hurt. "Not even a congrats!" he exclaimed in outrage. He glanced around and found Max's eyes upon him in disapproval. "What're you looking at, hockey puck?" Chimera snapped, and stalked out after Knuckles.

The Freedom Fighters and their chao traveled on foot for two days, often at a run, toward a radar station of the biotics'. Their mission: to knock out communications. They hoped it would cripple this branch of the army, but it was hard to tell how the biotics maintained their neural network.

It had not been difficult at first. Elleno crept off invisibly and made a ruckus to draw the guards' attention. When they stalked away to see what was going on, Sonic, Serena, Tails, Slasher and the two remaining chao slunk through the chainlink fence, around the corner and out of sight.

The charges were set, and the group was waiting for Elleno to distract the guards again, when Velocity began to twitch. Sonic saw what was happening and wrapped his arms around the cheetah's neck. "Velos, don't listen to them!" he whispered.

"They've got me, Sonic," Velocity whispered back, green eyes wide with terror. "I've got to get away from here. I think I'm going mad!"

Tails and Serena grabbed on to Velocity. "No you don't!" whispered Serena fiercely, digging her fingers into the fur around his neck. "Fight 'em, Velos! Don't let 'em do this!"

"You heard her!" said Pilot the purple chao, standing ready with her emerald in one hand. "Shush, or you'll give us away!"

The cheetah was trembling all over by this time, his muscles tense and bulging as his claws gripped the ground. Sonic could feel it, too; that feeling best described as an odor, as if something unpleasant were worming its way into his brain. He clutched the cat harder. "Don't let 'em, Velocity, block them out, it's your mind!"

"I can't!" Velocity screamed, and suddenly vanished out from under their hands. Sonic, Tails and Serena stumbled onto their hands and knees, and looked around for the cat in bewilderment. There was no time to search. Slasher, who had been standing at a distance, watching the guards, gave a soft, "Hsst!" They ran for it.

But the guards had not gone far enough this time. As they dashed through the perimeter fence, silver shapes bore down on them, silent, red eyes shining with deadly hatred.

Pilot sprang from Tails's side, no longer a filly, but a unicorn the size of a draft horse. Teeth bared, she galloped into the biotics, and a second later the robots were flying in all directions, some with shattered hulls from a powerful kick, others run through by the unicorn's horn and tossed like hay bales. "Go get 'em, Pilot!" Tails yelled, punching the air and slowing to watch.

"Tails, you dope!" Serena cried, grabbing his hand. "Come on! You can watch her fight later!" Tails turned away obediently, but Serena looked at the skirmish in time to see a biotic collapse with an arrow through its middle, and Elleno spring to Pilot, an arrow on the string and a laser burn on her white helmet. Serena tore her eyes away with an effort and concentrated on reaching safety with Tails in tow.

The hedgehog and fox fled down a hill and into the cover of a stand of pines, which served as their rendezvous point. To their surprise, they found Sonic and Slasher waiting for them, with Velocity the cheetah sitting on his haunches, head hanging.

"I'm such a coward," Velocity whimpered. "I escaped and let you fend for yourselves. Sonic, I'm not fit to be your chao."

"I want to know how you disappeared," Sonic said, slapping his cat on the back. "You turn into a light particle or something?"

Velocity peered out of the trees, then up at his companions and master. "I have the wrong emerald, too," he said wearily, as if it were a secret he had kept for a long time. "I can teleport. I did it to get away from the biotics. I'm sorry."

Sonic's mind raced back to the night where Velocity had vanished from his bed without a sound. He had teleported in his sleep! His mind backtracked still further, to when Metal Sonic had carried the dark blue chaos emerald in his engine, and used it to teleport. Of course! The dark blue had that power in it! So the orange chaos emerald could make you invisible ... what did the rest do?

Sonic's nostalgia was interrupted as Elleno and Pilot swept down the hill, Elleno astride the now-filly. The two were panting, but triumphant. "Blow it up!" Elleno called. "Everyone's safe now!"

Sonic pulled out the detonator switch, looked around to make sure everyone was present, then pressed it. Everyone covered their ears as the charges boomed in the distance, but no one noticed Slasher wince. It was the same type of detonator Knuckles had pressed-at her bidding-and nearly killed Talon.

As they journeyed homeward, Slasher and Pilot carrying the others on their backs, Elleno said, "You know, I hope my Ultimate form has wings. This stupid jetpack doesn't cut the mustard."

"Would you be robotic?" asked Serena.

Elleno looked up at her. "Not necessarily. I have armor, not metal parts. Well, the jetpack, but mostly I'm armored. I want to be something with wings and armor." She sighed, and for a while there was no sound but the clop of Pilot's hooves and the almost inaudible pad of Slasher's feet. Then Elleno touched her head and murmured, "I'd be dead if not for my armor." Serena saw that the chao was rubbing the spot where the armor was burned in large form, and hugged her tight.