"This is Commander Buzzer reporting. We have a clear view of everything and there isn't any bogies anywhere to be found."

"Excellent! Return at once!" Rex pressed a button, ending his communication. Rex wore a flight cap complete with goggles, and the fur collared jacket made of leather. He screwed around, making airplane and bombing noises.

Commander Buzzer was just about to re-enter the cargo hold, when he spotted something out of the corner of his eye. His robotic vision allowed him to see great distances, and therefore, he saw Nack and Nic running down a sidewalk.

"Where could they be going in such a hurry?" Cmdr. Buzzer though to himself.

Nack and Nic were running as fast as they could. They saw the huge fortress in the air and knew that the time had come. They had to take that thing down before the laser was finished, or the world would be destroyed. They needed an airplane or something, and the only place to get one, is the airport. They busted in the door, gasping for air.

"We need a plane, and fast!" Nic said gasping for breath.

"How much money you got?" the mustached man asked, folding his arms like he didn't want his time wasted by these hooligans.

Nack pulled the man outside and pointed up to the massive object in the sky, eclipsing the sun.

"Good enough." And the man ran away, trying to get out before something bad happened.

Soon Nack and Nic were airborne.

"You know how to fly this thing?" Nic asked, sounding nervous.

"Not really, but you've seen one ya seen em all." Nack done a barrel roll, laughing.

"Now's not the time to screw around! We got to stop Rex!" Nic said slapping the back of Nack's head.

Nack rubbed his head with a sheepish smile on his face.

"So, they want to play do they?" Cmdr. Buzzer said narrowing his eyes at the oncoming siblings.

"Get them my army!" he barked out, and within minuets, the whole sky was filled with flying black orbs. They transformed into the Buzzer Army and formed an attack pattern.

"On my mark. Now!"

The lasers filled the sky, narrowly missing the plane and brazing Nack's beloved hat. Nack glanced up at the burn mark and grew angered.

"Now they're gonna pay!" Nack said. He grabbed the trigger of the machine gun mounted on the front of the plane and began to simultaneously shoot down the oncoming bugs. But every one that was destroyed, it would reassemble.

"How are going to stop them, they're invincible." Nic asked, getting more worried.

"Maybe if we took out the commander, the rest would fall. Like in those stories in history."

"You mean the class you always slept through?" Nic asked narrowing her eyes at him. Nack smiled a big cheesy grin but became serious again as more laser fire rocked the plane.

Nack fired the gun at the commander. The commander shielded himself with his wings then looked up, angered.

"You've ticked off an enemy you cannot beat! Prepare to meet my dark side!"

Commander Buzzer's head thinned out and his antenna became longer. Another set of wings came out of his back and a wicked set of pincers came out of his mouth. His V-TOL engines extended out and his thorax elongated. When he was finished, he looked more like a hornet or wasp, than a bee.

"NOW FEEL MY WRATH!" and the hornet bot charged them at full speed. Nack fumbled with the gun and managed to squeeze out a few shots at the bad bug. Cmdr. Buzzer's head got the brunt of several bullets, destroying his ability to reassemble. He plummeted to the ground and shattered into many pieces.

"That was almost to easy." Nack said as they both looked over the side of the plane. Suddenly an announcement came over the speakers outside.

"I figured he'd screw up somehow. But I have a backup. And this one won't fail me!"

Nack and Nic managed to get to the side of the massive ship when a portion of the side opened up and a shadowed figure emerged. Like lightning, it darted out and ripped off the front of the plane. Nack and Nic made a dive, barely grabbing onto one of the rails. Nic climbed up and helped Nack aboard. They climbed up a nearby ladder as the remains of their plane hit where they stood, taking the platform with it. They looked down at the smoldering side. Nic held her arms and shivered. It was cold on top of this thing. But things were about to heat up.

[I'M BACK! NOW I WILL FINISH YOU ONCE AND FOR ALL!] an all to familiar voice said from behind them. The duo spun on their heels and turned face to face with Ultra Mecha. This time, it was Mecha Sonic's Mach 2 body. Ultra Mecha raised Mecha Sonic's emerald blaster.

[NOW WE WILL FINISH WHAT YOU STARTED!]

"No way!." Nack said and he leapt up into the air, firing a few shots from his gun. But to no avail as Nack was snatched in mid-air and thrown to the ground.

As the fight continued up above, something bad was going on down below. A huge semi, donning the Rexco insignia was speeding down the highway, trying to keep up with the flying fortress. The fortress came in low, and two massive crates were loaded aboard.

Ultra Mecha slammed Nack down again. He grabed Nack by the back of his head and shoved his face over the side. Nack gasped in horror as the laser was being assembled before his eyes. He failed.

[LOOK AT ALL THE LIVES THAT YOU LET DOWN! ALL THE SOULS THAT WILL DIE BECAUSE OF YOUR FAILURE!]

Nack felt oncoming tears, but tried to fight them back to avoid Ultra exploiting his weakness. He did fail. All his fault.

"DON'T LISTEN TO HIM BRO! WE CAN STILL STOP HIM IF WE TRY!" a voice called.

Nack sniffed at the words of his sister. She was right. Nack felt anger well up inside him. Adrenaline giving him strength he never knew he had. Nack forced himself onto his back and placed both feet upon Ultra Mecha's chest.

"Say hello to your friends in hell!" Nack said with his fanged toothed smile. A look of wickedness in his eyes. And with that, Nack used all his weight to throw Ultra Mecha over the side and into the fires of the damaged side. The smell of melting steel was the sign that it was over.

Rex watched the whole thing on his screen.

"You may have beaten Ultra Mecha, but you still can't stop the oncoming fate!" and he pressed a button.

Nack and Nic ran aimlessly through the corridors until they found the loading dock. After taking out a few stray Buzzers, the made their way to the huge crates.

"Oh Nackkkkieeeeeeeee! Naaaaaaaaaaaaaaaakkkkieeeeeeeeeee!" a voice taunted from the shadows.

"Rex! We're going to stop this insanity once and for all!" Nack said gritting his teeth.

"Oh, I beg to differ. You see it's to late. Before you die, I have something I'd like to tell you. A secret that I kept ever since we were kids. The secret that made me who I am today." Rex said, faking sympathy.

"And that is?" Nack asked, narrowing his eyes at the evil before him.

"I killed your mother."

Those four words felt like someone ripped Nack's heart out of his chest. He fell to his knees and began to cry.

"YOU BASTARD! I'LL KILL YOU! YOU BITCH!" Nack's voice trailed off as he cried.

"This is exactly why I didn't want to tell you. You had enough problems after your dad left. So I kept my mouth shut. And after everything else went wrong, and Sonic destroyed my soul, I became the way I am now." Rex said spinning around and opening his arms to reveal his twisted self.

"Why didn't you just tell us. If it was an accident, we would've understood." Nic said, on the verge of joining Nack.

Rex put his hands behind his back.

"I was afraid that you would do to me like Sonic did. Sonic just blew me off, not giving me a chance to explain. I wanted to tell you when you were old enough to understand. But after Sonic hurt me so much, I saw a reason why I shouldn't tell you and therefore I didn't. Besides I was already insane before all of that. That situation just showed me how much of a monster that I really am. Even if you forgave me now, all the innocent people that died deliberately because of me, would still haunt my mind forever. And since I'm immortal, I will forever wallow in my own grave. But you know what? I ENJOY EVERY MINUET OF IT!"

Nic gasped in horror.

"Was all that a lie?" she asked shocked.

"No it was all true. But I realized something else too. The more people I kill because of my insanity, the better I feel about my own problems. Watching other people suffer a worse fate than mine, shows me that I could be worse off than I am. So in a twisted sort of way, I'm doing them a favor by putting them out of their misery! I can never die, but they can! So all the pain I cause them, if I kill them, they can rest in piece where I cannot!"

"YOU'RE A TWISTED FREAK!" Nack bellowed out.

"Yes, a twisted freak with a mind to use! And now I give you my second opus of making your lives hell!"

Rex pulled out Tecumseh and held a gun to his head. His robotic arm making it impossible for escape.

"I killed your mother, so it's only fitting that I kill you father as well!"

"How did you get dad?" Nic asked trying to hold back her tears.

"Your dad kept Nack's bitch of a great aunt at bay whilst I finished my beloved fortress of doom! Now instead of paying him, I'll put him out of his misery to get away from the fact he helped me destroy the world! See my philosophy IS sound!"

"YOU'RE A MURDER! A FREAK! A BASTARD! A…A…."

"Genius? Yes I am thank you! Thank you very much!" Rex said in an Elvis like voice, jamming the gun further into his prisoners head.