A/N: Sorry for taking so long to get a chapter up, as always constructive criticism and suggestions are always welcome

"So, that's your uncle that's been missing for years?" Tails asked Cream as both of them watched Mortifer tinker with a piece of metal while they stood in one of knotholes aircraft hangers. Tails had just been informed about the incident last night this morning and immediately went to check on Cream, and to see her uncles that everyone was talking about. "How did his eye get injured?" Tails asked, and regretted doing so as Cream started sniffling and looked away from Mortifer.

"He, he took a bullet that was aimed at me. And now he won't be able to see out of that eye again." She answered.

"S-sorry, I didn't know." Tails guiltily stuttered 'Great! She was happy and just reunited with her uncles and you just had to ruin it for her! Way to go!' He mentally chastised himself while putting a comforting hand on her shoulder.

"Hey! I haven't gotten the chance to meet your uncles, could you introduce them to me? That is, if you don't mind?" Tails quickly changed the subject to try and avoid upsetting Cream further.

"I don't mind at all, he's a very nice person and the best uncle in the world." She replied and perked back up.

Watching from where he was standing, Mortifer frowned as the two children headed towards him. Attaching the small piece of metal to the back of his head, He stood up and crossed his arms. Was it really necessary for everyone in Knothole to come bother him? It was getting annoying after having to go to a meeting with their Generals to listen to hundreds of incompetent questions. Then have to listen to people who came by just to see what the "Phantoms" looked like.

Mortifer wondered what was so interesting about himself that all these people had to get a look at him. He's a hedgehog, with one eye, lots of weapons, that lived in Robotropolis, and was thought by many to be nothing but a myth. What could possibly be so interesting about that?

"Uncle Mort, this one of my best friends. His name is Miles Tails Prowler." Extending his hand, Tails smiled nervously as her uncle stared at him.

"Mortifer." He said while shaking Tails hand with a very, very tight grip. "I trust that you treat Cream as good as she treats you?" Trying his best not to grimace in pain from Mortifers tightening grip. Tails nodded vigorously and answered with a "Yes sir."

"Good." Releasing Tails hand, Mortifer leaned back and crossed his arms again.

"Uncle Mort, I was wondering …" Cream asked and looked up at Mortifer with those big, innocent baby eyes. "If you don't mind letting Tails inside your ship so he could study Robotnik's tech? it would help him become a better engineer. And maybe Uncle Woodstock could show him a few things?" glancing back at Tails Mortifer, contemplated on whether it would be a tactical error or not.

'He could be a spy to find out everything that knothole doesn't know about us, including hidden supplies and weapon caches.' Mortifer thought to himself and continued to study Tails. 'But, his eyes are that of a still young and naive child, and he is Creams long time best friend…'

"On three conditions." Mortifer said to Tails. "One, you don't break anything, two you don't go through the door marked with a skull. And three DO NOT PUSH ANY BUTTONS. Deal?"

"Deal!" Tails answered excitedly and quickly made his way with Cream to the ship.

"Kids, so ignorant of the things wrong with the world." Mortifer muttered as he watched them run inside the ship.

Going through several doors Cream guided Tails to Woodstock's room. Seeing that the door was open she knocked on the wall out of politeness. Receiving no response, both curiously looked in to see Woodstock's back to them as he tinkered with something.

"Woah!" Tails said in astonishment as they walked in, carefully avoiding the random things covering the floor. "Look at all these gadgets and gizmos!" While Tales followed beside her amazed by Woodstock's things, Cream tried getting her uncle's attention again.

"Uncle Woodstock! Uncle Woodstock I have a friend who wants to meet you!" Only to still, receive no response from him. Motioning to Cream if it was okay if he tapped her uncle to gain his attention Cream gave a shrug and nodded. Doing one quick tap on Woodstock's back Tails then introduced himself.

"Hi my name is-" Tails was suddenly cut off when in a blurred motion Woodstock spun around, picked him up, and held him against the wall as he drew a large knife the size of the young fox. "Ta...T...Tails." he finished. Woodstock held him for moment, then grinned as he dropped Tails and sheathed his knife

"Hi, I'm Woodstock. Nice to meet you!" he said as he shook Tails hand.

"Uncle Woodstock! What's gotten into you!" cried Cream in dismay as she ran to Tails who was still trying to figure out what just happened, and checked him for any injuries.

"Sorry, reflexes. Morty says I was programmed with "Extreme Reaction and Reflex Enhancement". I kinda just do things without thinking, My bad."

"Is it true you're a robot?" Tails asked completely forgetting what just happened as he looked up at the behemoth of a hedgehog.

"Cybernetic! Not a robot! And yes I am." He answered with pride.

"Do you mind, showing me some of your gadgets?"

"Sure!" Picking up what looked liked a metal wristband from the floor Woodstock slapped it on tails arm and pushed a button.

"This is incredible!" Tails exclaimed as the device made his entire body invisible. Grinning Woodstock picked up another device as he said "It creates a holographic illusion around your body."

"Which makes you invisible! Cool!" Tails finished.

"It can also disguise you as another person." Woodstock added and removed the wrist band.

"What else you got?" Tails asked excitedly as he started looking at the gadgets on the floor.

"This." Raising a small shield like device above his head Woodstock pushed a button. And it extended down into a metal dome around him. Examining the metal and structure, Tails was in awe of the material it was made from.

"This metal is a titanium alloy! Where did you get it from!?"

Deactivating it Woodstock replied "Oh, in different scrap yards. That's where I get most of my stuff." And Carelessly threw the shield. Tails and Cream were barely able to duck in time as it ricocheted off the walls and flew over their heads. Before stopping with a loud clang. "If I only I could put a star on it." Woodstock said to himself as he removed the shield that had been embedded in his shoulder joint. "Sadly, someone in spandex patented it. Anyways!" Dropping the shield he threw a small device to Tails. "It's a prototype that I've been working on for Morty. Though I did have some minor setbacks after it got fried when that factory blew up on him. Push the red button to activate it." Doing as Woodstock said. Tails was immediately inside a round energy shield.

"So this is how he survived the explosion after fighting Sonic." He thought aloud as he opened it up and looked at the components inside it. Maybe Creams mother was right. Maybe the reason Mortifer and Woodstock attacked them, was because they wanted to stay out of the war. So they done things to discourage any attempt of finding or contacting them. And only disrupted KFF operations when it kept them from getting resources they desperately needed.

"WOULD YOU LIKE TO HELP ME MAKE SOMETHING FOR MORTY'S EYE?" Woodstock interrupted Tails thoughts as he pressed his mouth against the bubble shield like a suction cup and talked loudly so he could be heard through it.

'And to think this is the person that we were scared of when he took our bomb.' Tails mused and answered Woodstock's question with a nod. Maybe Creams uncle could teach him more about Robotization to help de-roboticize Sonic's uncle Chuck, and everyone else. But first he needed to learn everything Woodstock knows about Robotnik's tech.

"So…while we're making something for your brother, can you teach me what you know about Robotnik's tech?" Tails asked after deactivating the shield and walking to Woodstock who was tinkering with a small piece of metal.

"Sure! I'll tell you everything I know about that bald dudes technology." While her uncle and Tails started excitedly running on in extreme scientific details about things inside the robots, and how Robotnik's computers firewalls worked. She noticed that in the corner of his room by the hammock, Woodstock's junk was cleared away from a picture frame laying flat on the floor.

Picking it up Cream smiled, for it had Mortifer and Woodstock, smiling, even though they had several wounds wrapped in bandages. As they stood by a shot up helicopter smiling. And On the bottom of it the words "Battle of Peace Valley." Had been scribbled on it. Setting it back down Cream hoped that someday, she could see Mortifer truly happy again.

A/N: The last chapter I just noticed I put something that was supposed to go in a later chapter in there, my bad.