Disclaimer: It's obvious I don't own the franchise, or else I would actually try to make something good with it.

Chapter 14: Arise, Chaos 5! P8

Having come from the volcanic Red Mountain, Knuckles continued his search for the remaining shards of the Master Emerald in the Mystic Ruins. He could sense more than one great deal of power within the area. Strangely enough, he could feel the signature emitting close to the waterfall, but there was nothing there before. Perhaps some wildlife picked up a few, and they just ended up here.

"Is that...?" said Knuckles as he stared at the yellow-orange fox less than half a mile away. "What exactly is he holding?" he soon saw a bit of a green gem in the younger boy's hand. "That's a piece of the Master Emerald! So Robotnik was right after all."

The echidna then ran towards the two tailed lad. Knuckles was furious that Miles would try to collect the pieces for himself, but also at himself for not considering that possibility just because the fox didn't take the Master Emerald last time. As much as he didn't want to admit it beforehand, Robotink had a point. Miles was too weak to tap into the power of the Master Emerald, so taking it four years ago would have done him no good. Now, however, the boy was most likely capable, and was going to try again.

"Alright Miles! Hand over all of the Emeralds you have right now!" said Knuckles, stopping some feet away behind the lad, who put the object away and turned around.

"Knuckles?!" said Miles, fighting the impulse to jump in surprise. "What's this about? And why aren't you back on your island?"

"Angel Island is incapable of staying above the earth right now," said Knuckles, eyes narrowed and fists slowly clenching. "Now give me the Emeralds this instant!"

"Sorry Knuckles, but I can't do that," said Miles as his facial feature started to mirror the red guy's. "I need you to trust me. There's-"

"Trust you? Trust you?!" Knuckles interrupted, causing the younger lad to take a step back. "I did trust you. And now here you are going back on your word. How exactly do you expect me to trust you now?"

Miles had a pretty good idea what Knuckles was talking about. He had sworn to the Guardian of the Master Emerald that he would scatter all seven of the Chaos Emeralds across the world four years ago. There was of course an unsaid agreement that they would stay scattered. However, this was an emergency. Surely, Knuckles could understand that.

Miles let out a soft sigh as his face adopted a more calming look. "You're right," he said. "I did go back on my word, and I'm sorry. But if you just let me explain you'll understand why?"

"I understand enough to know you're not going to give them to me willingly," said Knuckles, taking his battle stance. "Fine by me. But just remember, I gave you a chance to avoid this outcome."

In seconds, the echidna charged at him, but Miles dodged by jumping to the side. The fox then threw his gold ring in retaliation, but Knuckles managed to avoid it even upon its return. The two knew that whoever wins would keep the Emeralds on his person, so it was imperative who would emerge victorious.

"Why does it feel like things in my life have been repeating themselves lately?" whispered Miles in annoyance, while studying his opponent.

Knuckles then came at him with a series of jabs. Luckily, only a few had made contact, while the rest missed just inches away from their target. A quick backhand from the fist holding the ring caused Knuckles to spin halfway around before stopping himself. He wiped the back of his right gloved-fist against the edge of his mouth as though he where wiping up blood, then turned to see the furry boy had put some distance between them during that time.

Miles knew that a head-on fight would put him at a disadvantage if his experience from last time had taught him anything, so he opted for long range attacks instead. However, his weapon was avoided every time he threw it and it came back to him. He was keeping the red fellow at bay, but that wouldn't matter if he couldn't hit him. Before he could think of anything else to do, his opponent had burrowed underground just as the ring was again returned to his hand. Recognizing the tactic, Miles flew up in the air as fast and as high as he could go before it was too late.

It wasn't long before Knuckles popped out of the ground and started spinning high in the air with his spiked-fists above him. Miles was able to fly backwards just in time to not get hit, while having a look of near fright at how close the echidna gotten to him just by jumping from beneath the earth. Getting over his shock, the twin tailed lad soon noticed that the older male had made himself vulnerable because of his attack just now. With that said, Knuckles felt a double kick to his stomach during mid-spin, for the entirety middle portion of his body was left wide open. As he crashed-landed, Miles flew down gently and slowly before planting his feet on the ground.

"Looks like you can fight without your friend backing you up after all," Knuckles grunted as he stood back up. "I was starting to think you two couldn't handle anything without each other or the Chaos Emeralds."

"You were a lot tougher for us the first time we met you," said Miles as they both looked the other over for any openings. "Amy and I have done some training since then. Honestly, I think she would be able to beat you now-no doubt about it."

"Funny that you think you're friend can beat me when she needs that oversize hammer to even be a challenge," said Knuckles. "And let me tell you, it's not hard to disarm her from it."

"You'd be surprise what she can do with that oversize hammer of hers," said Miles, grinning at the thought.

"Yeah, whatever," said Knuckles, indifferently. "The only one I have to watch out for right now is you. And I don't plan to lose."

A red aura started covering Knuckles' entire being, and it grew brighter and larger each passing moment. Miles had no idea what it meant, but he knew it was something to be wary of. Still covered in the aura, the echidna brought his fists up in preparation for a punch. The fox took a defensive position, figuring that was his best option against what was to come.

The punch was coming faster than any of the others have during their recent fight, which made Miles tense up a bit. The young genius was in shock when he saw his attacker start to fly towards him-not glide, but fly-before going around his defensive body in circles. He tried to keep track of the red Guardian as best as he could, but he just couldn't tell where the strike would come from. A very hard punched then hit the left side of his face before he knew it, causing him to fall on his front and skid on the terrain with a pile of dirt in front of his head once he stopped.

The twin tailed lad pushed himself up, feeling as though his entire body took the brunt of that attack instead of just his cheek. He turned to see that Knuckles was no longer surrounded by that aura, and he hoped it wouldn't appear again anytime soon. Knuckles came at him normally, thinking that the fox was too weak to put up much of a fight. However, Miles was about to prove it was going to take way more than that to make him vulnerable.

Once he figured the distance between them had become small enough, Miles span around a few times with his arms stretched out on either side. He released his grip on his ring, which caused it to spin in the air along with him just a few feet away. Before Knuckles could react, the right side of his temple was hit by the flying object. The attacks didn't relent though, for Miles had stopped spinning and was now swinging both arms in the same directions in order to control his weapon's movement. Without the power of the seven Chaos Emeralds boosting his connection, he needed to use a lot more force and concentration to keep the gold ring moving without pause.

As Miles' assault continued, both combatants began to wear down. Knuckles had managed to deflect most of the attacks, but the ones that hit really hit hard. Miles, on the other hand, was growing exhausted trying to keep it up. Eventually, the fox had let go of his concentration and let the ring drop. Both of them were taking deep breaths, waiting for their stamina to return before finishing the fight.

Neither one knew who moved first, but they charged at one another with full force. Somehow, Miles was able to whip his tails at the same time Knuckles threw a punch, both attacks connecting. The two anthropomorphic beings ended up on their backs several feet away from each other. All of the Chaos Emeralds Miles has collected as well had fallen out, and were now just laying on the grass behind him. Knuckles was the first to get back up-albeit shakily-and spotted the three gems on the ground.

"Those are...Chaos Emeralds?" said Knuckles as he tried to see if he could sense any other sources of energy nearby; no such luck.

"Why do you sound surprise?" grunted Miles as he got back up. "We were fighting over them this whole time, weren't we?"

Before anything more could be said, Robotnik came hovering in on his carrier and activated his tractor beam, taking possession of all three Emeralds. This got Miles and Knuckles to jump to attention, completely forgetting any wounds or injury they caused each other moments ago.

"You two are just too easy," laughed Robotnik as he clutched the gems in his hands. "Who would have thought that I would have five Chaos Emeralds already?"

"What's the big idea, Robotnik?" Knuckles all but shouted. "I thought you said Miles was collecting pieces of the Master Emerald."

"Pieces of...?" said Miles, staring at the echidna curiously. "Something happened to the Master Emerald? Wait, why would you think I was trying to obtain the Master Emerald?"

"That doesn't matter," said Knuckles through clenched teeth.

"Please tell me he didn't trick you again," Miles sighed. The lack of a response told him enough. "Knuckles!"

"I wouldn't be too hard on him, Fox Boy," said Robotnik in a fake caring voice. "After all, I still wouldn't have been able to find the Chaos Emeralds without your help as well."

"What are you-" Miles gasped when a realization came to mind. "The Chaos Emerald Detector," he pulled out said device and stared at it. "You left it behind on purpose and been using it to follow me."

"That's right," said Robotnik, grinning smugly. "You've been doing all the grunt work for me. You can go ahead and destroy it if you want. I don't need your help anymore."

Miles threw the gizmo at a giant rock as hard as he could, smashing it into pieces. He then summoned his ring back to his hand, and glared at the doctor.

"Come out, Chaos," said Robotnik, just before the liquid-like being emerged from the bottom of the waterfall and took its true form.

"It's that creature again," said Knuckles in irritation.

"Again?" said Miles, raising an eyebrow at his comrade. "You seen it before, too?"

"Once before on Angel Island, and another when Robotnik fed it a Chaos Emerald," said Knuckles, keeping his eyes on the jewels that were currently in the madman's hands.

"You saw all that, and thought it would be a good idea to believe him when he said I was after the Master Emerald," said Miles in exasperation.

"Hey, it's not like you weren't tricked!" said Knuckles accusingly.

"Eat up my friend, and grow big and strong," said Robotnik as he threw all three jewels at the God of Destruction.

Chaos was enveloped in a flash of light before reappearing much different than before. The legs had merged together to form a fin, while the hands had morphed into a more pincer-like appearance. He laid on his stomach with eight skinny stick-like legs sticking out of the sides; four on each side. The head was more flat, and a mouth that opened up sideways was now at the front and center of it. The three Chaos Emeralds were being held in the new bone structure from the fin to the stomach as well.

"Knuckles?" said Miles as he and said person took their fighting stance.

"Yeah?" replied Knuckles, seeing Chaos scurrying towards them.

"Have you fought him before after he absorbed the previous Chaos Emeralds?" said Miles before being answered with a nod. "How tough was he?"

"He only had two Chaos Emeralds before, so I wouldn't say he was tough enough to matter," said Knuckles, a scowl forming on his face. "With five, he might be some trouble."

One of Chaos' pinchers slammed the ground between the two just then, causing a small earthquake. Taking advantage of their shock, he used the same pincer and swiped Miles aside. Knuckles made a jump towards the watery creatures face, but an energy shield blocked his attack before a blast blew him away.

Miles tried to throw his ring at the head, but the weapon bounced off harmlessly from the arm that blocked it before returning to him. Knuckles attempted a more sneaky approach by digging underground. Chaos, however, just struck the ground over and over again, making it to where the red echidna had to dig himself out before his tunnel collapsed and buried him. As Knuckles tried to get his bearing, he was smacked away to the opposite side of the fox.

As the liquid-like being focused his attention on the crimson colored enemy, Miles took the opportunity to fly above before using his projectile again. The attack struck the head, and caused the creature to roar with rage. Then Knuckles gave a few jabs to the head before Chaos swiftly turned around and used his fin to toss the echidna at the flying foe. It was a direct hit, and the two came spiraling down. Before they got too close to the ground, the two tailed lad managed to right himself up and grab his ally by his wrists before flying higher in the air again.

When they were high enough, Miles let go of Knuckles and watched him fall. There wasn't any word between them about what the plan was, but a powerhouse fighter like Knuckles didn't need any instruction on how to attack in his current state. With gravity doing most of the work, he positioned himself upside down with his spiked-fist aimed downward; all the while spinning himself around. Before another energy shield could be put up, the attack went right through Chaos' head like a screw being put in by an electric screwdriver, which caused him to shriek in pain before exploding.

From the explosion came several water-balls of different shapes and sizes, bouncing all around the terrain. Knuckles did his best to dodge them, but they were faster and more agile than the previous ones he dealt with back at Station Square, and so was tackled a number of times. Miles wasn't anymore safe despite being so high up, for one of the balls bounced against a stone wall and then knocked him down. The anthropomorphic combatants did what they could to fend off the onslaught coming at them. Knuckles would punch what he could, and Miles would spin himself around a few times and whip his tails because he couldn't find enough room to use his weapon in hand.

Soon, the fox and the echidna were back to back, fighting the adversary. It wasn't much longer before the two spotted the one orb that stood still in the air with a red glow around it. Knuckles made a gesture for the younger boy to strike it, which only confirmed to the young genius that that was the weak spot. The target was too far away to hit with their bare hands though, and the bouncing orbs made of liquid still made it nearly impossible to throw the ring. Because of that, Knuckles had to act as a bodyguard and give Miles enough room to take the shot. When he did and made the hit, every single water-balls splashed into multiple puddles of water.

The puddles gathered together, and Chaos retook his newly acquired form. A wave of energy was then unleashed, but the allies were able to jump over it. It did them little good, for they were both captured by the enemy's pincers during their jump and were being squeezed very painfully. Their arms were trapped, so there was nothing for them to do but shake violently as they were being crushed to death. The maniacal laughter from the evil doctor wasn't helping either, and only served to fuel the two's frustration. Then, out of desperation, Miles used his canines and chomped down on the pincer holding him tight.

It wasn't excruciatingly painful, but it was enough for the God of Destruction to want to shake the twin tailed fox off. While Chaos was busy crushing Knuckles, Miles tossed the gold ring, but not at the watery creature itself. Instead, he aimed the projectile right at Robotnik's hovercraft, catching the human by surprise as the weapon bounced off and pierced into Chaos' head, causing Knuckles to be released. Miles wasn't done though. He concentrated and guided the ring with both hands within the head of the beast. It was like watching a blender; the ring being the blades, and the inside of the head being everything else. By the time he was done and summoned his ring back, the liquid-like being turned into a puddle and slithered off.

"Well it seems like it's your win for now," said Robotnik, just before a giant gray and red battleship of his appeared in the sky. "Ah, there it is. My masterpiece: the Egg Carrier. It pales in comparison to Chaos' true power, but no matter."

Miles started to make his way towards the flying fortress, but was stopped in his track by a laser beam fired on the ground in front of him by the scientist's carrier.

"I wouldn't think of it if I was you, Mr. Prower," chided Robotnik, waving single finger in a tsk motion. "You see on the Egg Carrier isn't just my creations that I will use to control the world. I also got some hostages up there. One of them being that annoying pink friend of yours. So if you don't want anything to happen, just keep your distance."

While Miles was calculating what to do, a tractor beam shot down from the battleship and lifted the madman and his machine towards itself. It wasn't until the mustached human was in his flying fortress that Miles made his decision. He wasn't going to let anyone, much less his friend, be a hostage for that maniac. Besides, knowing Amy, she's not likely going to be your typical hostage by any means.

He raced off to the plateau where his home resides before Knuckles could say anything, and then leapt from the edge. His years of endurance that he built up, combined with his Jet Anklets invention, made it possible for him to get close to the aircraft. As expected, however, he was met with resistance along the way in the forms of droid jets and turrets. They were a bit troublesome, but he managed to deal with them.

Then as he was getting closer to the Egg Carrier, the front split into two and slid to either side of it. When it finished, Miles could see something that looked a little like a yellow eye gathering energy in the center of it. By the time he realized what it was, it was too late. The cannon fired its energy blast at him, and knocked him out cold. Now he could do nothing as he fell towards the Earth, not even make a sound.

A/N: I tried to make Chaos 5 sound like a mix between his fourth and sixth form as much as I could. A lot of people, including myself, don't understand how the sixth transformation came about, so I wanted the fifth form to sound like something that could become that.