Tails? TAILS!"

Sonic and Amy rushed over to the prone form of their friend, the synthetic lying inert on his back with arms spread and teeth wide open. The eyes were utterly dim, the light gone, and the machine appeared as nothing more than a lifeless doll.

"Oh god..." Sonic kneeled down and leaned his head against the cold steel chest of his best friend, straining for signs of life. He looked to Amy with big, panicking eyes. "Amy, there's nothing in there!"

The pink hedgehog rubbed her head and set down beside her blue companion. "He's been completely shut down..." She set her bleeping locator device down and began to fiddle inside her bag. "We need to reboot him..."

"With what?!" Sonic, panicking now, regarded her with fear. "We don't have any tools!"

"You mean YOU don't have any tools..." Amy hissed at her friend, retrieving a data pad and roll of cables from her bag, "Luckily, I always come prepared... Now help me fit these things, okay?"

Sonic dutifully took Tails' limp form and turned him over, gently laying his brother face down on the pavement, while Amy unwound her clutch of cables and began to fit them to the pad.

"Okay..." Sonic, attempting to slow his breathing, glanced to Amy. "What now?"

Amy glared at her hopeless friend in frustration. Sonic may have been the fastest thing alive, but heaven help Tails if he was ever left in the technologically challenged hedgehog's hands.

"We open his back panel..." She did so, leaning over and clicking the compartment open. The protective covering slid away from the skeletal form, Amy taking the panel and setting it beside her bag. "Fit these in..." She took the cables and inserted them into the correct ports in Tails' inner workings, just as Tails himself had instructed, "And... that should do it..."

The pad in her hands, now connected to the utterly inert machine, bleeped into activity.

"Prower Advanced Model Mark One, reboot program initiated..." both hedgehogs' ears perked as Tails' voice chimed from the pad's tiny speakers, the basic program recognising its user through a small optical unit. "Hello, Amy."

"Tails?!"

Amy had to pull the data pad away from Sonic as the blue hedgehog lurched toward it, apparently under the impression Tails was now inside the device.

"No, Sonic, this is his reboot program... didn't he go through his with you?"

Sonic drooped his ears and shrank back at her tone. "I guess I... should have paid more attention..."

"Jeez..." Amy groaned, turning her attention back to the data pad, "give me strength..."

The limited intelligence in the pad wasn't Tails, merely a program he had written himself to assist his less technologically inclined friends in preparation for this very situation. The program began to walk Amy through the steps required to reboot her inert friend, Amy following its instructions precisely in fear of fouling up and hurting him.

"Reboot complete. Thank you, Amy. You performed well."

Amy frowned, unsure of how aware the program exactly was. "Uh... thanks, program..."

"You're welcome. And please instruct Sonic to pay attention next time Tails requires it?"

Sonic and Amy exchanged a brief glance, before Sonic regarded the pad with suspicion.

"Hey wait! Just how smart are y-"

"Reboot program shutting down..." the tinny voice of its creator cut the blue hedgehog off, "Primary unit reengaging..."

There was a groan, and Tails shuddered as power began to pulse through his body once again. Both hedgehogs shuffled back as the synthetic slowly raised into a sitting position, one eye flickering dimly before packing in completely.

"Tails?" Amy reached forward and gently touched his arm, "Can you hear me?"

Tails, presently fleshless, offered no acknowledgement of her query.

Sonic waved a hand in front of his brother's face. "Miles? You there, buddy?"

The utterly lifeless eyes swivelled to meet him, and Sonic felt a twinge of primal fear at the blank stare of the bare optics.

"Tails?" The blue hedgehog leaned forward, eyeing his brother with caution, "You there?"

There was a pause, before the head cocked and Tails spoke.

"Oh! Hi Sonic!"

Sonic felt a wave of relief wash over him at the synthetic's chipper response. "Jeez dude, thank Chaos you're okay!"

The head cocked again, the other direction this time. "Uh, yeah? Why wouldn't I be?" Tails' soulless eyes now fixed on Amy, the bare skull-face expressionless. "Sonic? Who's this?"

Sonic and Amy exchanged a startled glance.

"We just rebooted you... " Amy explained, "Are you sure you're feeling alright?"

"Rebooted?" the synthetic, sounding confused, looked back to Sonic, "Sonic, what's this lady talking about?"

Sonic felt a lump form in his throat at his brother's confusion. "Tails..." the hedgehog spoke carefully, "What do you... remember?"

"We were supposed to start work on the Tornado today..." the machine replied slowly, "and then... wait..." The eyes began to scan their surroundings, taking in the city, and the destruction caused by the attack. "Oh gosh! Sonic, where are we?! What happened here?!"

"Oh no..." Amy whispered.

"Amy, what did you do?! Did you wipe his memory?!" Sonic gripped Amy's arm, sudden terror in his eyes.

"I just followed the instructions!" Amy shot back, mouth agape. "I did exactly what his reboot program told me!"

"My what now?" Tails, now very confused, looked between the two hedgehogs. "Sonic, I don't understand..."

"Okay, Tails..." Sonic reached out and grabbed the synthetic's hands, holding the steel claws down so Tails couldn't raise them. "You're just a little confused right now, okay?"

"Tails! Look at me!" Amy, understanding Sonic's actions, took Tails' chin in her hands and made him focus on her, "Just think okay? Try and access your... memory files or whatever!"

"Memory files?"

"Amy..." Sonic leaned over and hissed in her ear, "He... might not remember..."

Amy screwed her eyes shut and cursed, kicking herself for her slip.

"Tails..." she tried again, "just try to stay calm..."

"Sonic? I can't..." apprehension now began to inject into Tails' synthesised voice, "I can't feel anything..."

"It's okay little buddy..." Sonic's brain began moving a hundred miles an hour, trying to figure out how to explain Tails' condition as an android now his memory appeared to be shot, "We'll... try to explain everything..."

"Sonic... I can't close my eyes..." the synthetic now began to panic, attempting to pull away from Sonic and Amy. His inhibited strength however, had reduced him to the small fox he had once been.

"Tails, please try to stay calm..." Amy did her best to soothe her friend, but the synthetic wasn't having any of it. He lurched back, Sonic and Amy releasing their grip, and clattered to the pavement with a screech of metal on concrete.

"SONIC! WHAT... WHAT'S HAPPENED TO ME?!"

"Dude, chill!" Sonic raised his hands, palms out, attempting to console the panicking machine, "This is normal!"

"NORMAL?! HOW IS THIS NORMAL SONIC?!" Tails was now clawing at his steel body, blank eyes swivelling in their sockets as they took in his bare mechanical form. "SONIC I... I..."

Tails paused in his terror and went still, the only movement his eyes swivelling slightly as he seemed to consider. Eventually, the synthetic fox slumped and rubbed his brow with a hand.

"That's... gonna need some work..."

"Tails?" Sonic leaned forward cautiously, "Are you... back with us?"

"Yeah... seems like my memory needed time to catch up..." Tails raised himself up onto his feet, flexing his limbs as he did so. ""Well that sucked."

He gawped around at the destruction and panicking people, blank eyes taking in the situation... and released a panicked squeak as he remembered what had happened. "ZOOEY!" the synthetic grasped at where his ears should have been, instead sliding over the exposed audio receptors that usually lay beneath, again in panic. "Those robots took Zooey! And her dad! We have to go after them!"

"Exactly my thinking, little buddy!" Sonic replied, as the two brothers began running down the street, Amy in tow. "They took a lot of people! We have to rescue them!"

"Any prizes for guessing who's behind this?" Said Amy, the pink hedgehog herself just quick enough to keep up with the brothers at this slower pace.

"Yeah..." Tails replied, namesakes spinning like propeller blades. "My father..."

Zooey cowered in fear as the doors to the prison cell opened, clutching into her father's fur like a frightened cub. Around them, crammed into the small space like sardines, at least a dozen other people shared their prison.

"It's okay, honey..." Zachary stroked his daughter's fur and held her tight, staring death at the new arrivals. Other prisoners began to panic.

"What's happening?!"

"What do they want?!

"Please don't hurt me!"

"SILENCE."

People shrieked in fright, as a trio of robots entered the prison. Two of the armoured bots that had attacked the town... and the gleaming blue, red eyed hedgehog robot that had fought Tails.

The red eyes landed on Zooey, and a steel claw raised to point at her. "That one." The robots stomped toward her, and her father lunged forward to defend his daughter.

"Stay away from her, you bastards!"

The fox was promptly flicked away by one of the Badniks, while the other muscled past prisoners and grabbed Zooey in its claws.

"No! Get off of me! LET ME GO!"

The vixen struggled desperately in the robot's grasp as it carried her away, her father struggling to breathe through his winded lungs as his daughter was taken from him.

"Zo... ey… no..."

The metal hedgehog regarded the other prisoners, red eyes coldly flicking over the cowering organics.

"Soon you will all join her." the machine rumbled, "Soon you will all be... improved."

The robot turned as followed its underlings, and all Zach could do was writhe weakly and watch as the prison doors slid shut.

Doctor Ivo Robotnik grinned maliciously as his laboratory doors opened, Metal Sonic striding through the door while a female fox Mobian struggled in the grip of one of its Badniks. The vixen shot him terrified blue eyes as she recognised the evil, infamous human who had threatened so many people with his plans time and again.

The doctor patted his machine happily, and merrily strode over to his prisoner with his hands behind his back.

"Welcome, my dear!" The doctor cackled, satisfaction rising in his chest as he saw her terror.

"What... do you want from me?" The vixen whimpered, held tight in her captor's grip.

The human laughed. "What do I want? Why, I'm simply welcoming you into the family! As I understand it, you're rather close to..." The mad doctor leaned closer to her and wore a menacing leer below his extravagant moustache, "My son..."

The female looked simply bewildered at the doctor's statement, shaking her head and stammering. "I... I don't understand..."

"You will!" Robotnik stood and gestured to a nearby machine, a cylindrical tank-like construction with a single open door and many tangles of tubes and wires surrounding the device. "Behold... my roboticization machine!"

The fox just stared, eyes wide with fear. The doctor grinned evilly.

"Imagine..." the human hissed like a snake, removing his spectacles and glaring into her soul with insane blue eyes, "An army of machines... perfectly constructed to be the ultimate soldiers... with the ingenuity and intelligence of an organic mind..." the edges of his crazy moustache quivered as he bore into her with those horrible eyes, "All serving me... and you, my dear... you get to be the first!"

Horror rose in Zooey's heart as she began to realise what the mad doctor intended.

"Apparently, my son is very sweet on you..." the doctor continued, "So I may as well... modify his girlfriend appropriately!"

"Please..." tears began to well in Zooey's eyes, the female utterly terrified of the human and his plans, "Please... don't hurt me..."

"Don't worry, my dear!" The doctor giggled, "When this is over, you won't ever feel pain again!" The human pointed to the Badnik clutching her. "Unit! Insert the subject into the Roboticization Machine!"

"YES DOCTOR."

Zooey struggled as the Badnik carried her over to the cylindrical tank and roughly shoved her inside. She desperately lunged for the door... before a crackling arm cannon stayed her feet as it was directed at her.

The door slammed shut with a clang, and Zooey was trapped.

Robotnik cackled, lowering his safety goggles and setting himself behind a connected console. His fingers danced over the controls, and power hummed as the machine began to operate.

Zooey, terrified, became bathed in green light as the machine powered up. She desperately banged at the hopelessly shut door, tears running down her cheeks as she screeched in terror.

And then a bright white light exploded through the green, utterly enveloping her.

Her insides burned and solidified, broken down and reassembled atom-by-atom. The burning spread from within, flashing out to encase her entire body. Her brain registered horror as she felt her flesh stripped down and rebuilt, until she was nothing but energy trapped inside an iron coffin.

And then... another intelligence took control. Zooey felt herself shrink back, as though locked inside a box, as 'the other' asserted its dominance, taking possession of her limbs and body.

Finally, the lights began to dim, the insane whirring of the machine winding down... and Zooey could only watch on as the door slid open, and her body moved of its own accord back into the lab.

Her vision filled with the leering face of the doctor, as he regarded his work with immense joy..

"Oh my!" The doctor cackled, leaning down to observe his handiwork. Zooey, trapped inside her own mind, was unable to recoil in fear as the human leaned in close, moustache unnervingly close and quivering. "You are... a glorious specimen!"

"Unit online." Zooey, through no conscious action of her own, spoke without moving her mouth, voice synthesized and emotionless. "Awaiting directives, Doctor."

Robotnik, utterly pleased with his creation, chuckled and tapped at the Roboticizer's controls. The machine would need recalibrating before its next use, but its first proper experiment had seemingly been an absolute success.

Metal Sonic clattered over the deck, briefly acknowledging the new machine in its vicinity. "Doctor..." the robotic hedgehog spoke, getting the human's attention, "We have hostiles inbound.""

"What?!" Robotnik turned and raised his goggles, setting his eyes on his most prized creation. "Show me!"

Metal Sonic appeared to still for a moment, eyes flickering.

"I... don't... want... to..."

The human glared at his subordinate, knowing exactly what was going on in Metal Sonic's head.

"Well then, Alpha, I'll just have to go in there and delete you, won't I?"

The eyes flickered again, and Metal Sonic raised an arm. It tapped at the forelimb, causing a holographic image to blossom into being.

"One light aircraft..." Metal Sonic, its primary programming reengaged, rumbled stoically. "Crewed by one hedgehog... and one synthetic."

The image blooming from the robot's arm showed exactly what Metal described, a red biplane with the obnoxious Sonic T Hedgehog riding on the upper wing... and a white steel exoskeleton in the pilot's seat.

"Well... Sonic and Tails... didn't take you long..."

"I am ready to engage at your command," Metal Sonic said, the torso mounted blaster crackling with anticipation.

Robotnik glared at the machine. "With your scrambled circuits? Are you kidding me?! I sent you to destroy that meddling mechanoid Miles, and you couldn't even manage that!" The human turned, and his familiar sinister leer returned as his eyes fell on his newest creation. "Besides... I have a better idea..."

The doctor stomped over to the gold and red machine that had, not long before, been a fourteen year-old vixen.

"Unit!" the doctor commanded, causing triangular metal audio receptors to swivel and glowing blue LED-eyes to focus on him. "I have a special job for you..."

"Affirmative, doctor. Awaiting directives."

Sonic yelped as the Tornado lurched sideways, almost losing his balance as he stood upon the upper wing in his usual manner.

"Uh, Tails?" the hedgehog called back to his mechanical brother, "You sure you can see okay?"

"My optical units are working perfectly fine, Sonic..." the synthetic called back, blank and lightless eyes staring through him, "The lights are purely cosmetic. I don't need them active to see."

Sonic couldn't help but shudder at the lifeless metal orbs that regarded him vacantly. Tails' eyes were always either baby blue and surrounded with white sclera, as natural looking as any other Mobian's, or softly glowing. In this unlit and uncamouflaged state, the bare optical units were just disturbing.

"Not gonna lie, little dude..." The hedgehog said, "Kinda creepy without the lights on..."

"Well now you know why I have them..." Tails replied, fussing with the Tornado's controls, "Gives you guys something to focus on that isn't too lifeless... or lifelike..." The synthetic fox's tone became bitter with that last part, "Uncanny valley and all that."

"Unhappy what-now?"

"Never mind," Tails snapped, "I'll explain when, y'know, we're not on a dangerous mission to rescue dozens of captured people?

"Right, right..." Sonic muttered sheepishly, "Sorry buddy..."

The hedgehog steadied himself on the wing of the plane, as the Tornado exited its cloud covering... and headed into an intercept course with a large, red, hulking starship slowly making its way into the upper atmosphere.

Their target - an Egg Carrier, where Tails had determined the captured citizens were being held.

The synthetic adjusted their heading as bolts of energy lanced from the carrier's turrets, the swift form of the Tornado easily able to evade the projectiles.

"Here's the plan..." Tails called to his brother, the hedgehog's ears perking but the hero otherwise remaining crouched into the slipstream, "We board, smash everything, find the prisoners, and kick Eggman's butt!"

"Sounds like a plan to me, robo-dude!"

Deck-mounted turrets spat bolts of plasma at the red biplane as it swiftly darted toward the ship, a cluster of guided missiles dispersing from the aircraft's belly as it approached. The missiles homed in on their targets and destroyed the turrets in blistering explosions, before the red plane settled down on its landing gear and the occupants dismounted.

Sonic, always so fast, instantly launched into the offensive, spin-dashing into defending Badniks and reducing them into smoking junk. Tails, with his strength and speed inhibited, wielded a homemade blaster and began laying down fire support for his hedgehog brother, placing precise bolts of energy into the hulls of the egg-shaped robots, using his twin tails to dash away from incoming shots.

His restraining bolt limited his abilities, but from his position he found himself capable of dealing with these slower models of Eggman bots.

After all, he'd been fighting Badniks since he was an infant.

The two brothers, fighting side by side, cleared the landing deck of resistance within minutes. The last Badnik fell, reduced to smouldering scrap as Sonic slammed into it with the force of a furry blue cannonball.

Tails, restraining bolt fully functional, felt useless as he watched his super-speedy brother do the majority of the work.

Sonic landed perfectly, wearing a determined grin as he looked back to his brother.

"Yeah! Nothing like smashing a few scrap-heads!" The hedgehog's ears drooped as the synthetic regarded him expressionlessly. "No offense, buddy..."

"None taken... I'm not one of them." Tails, despite his present appearance as a skeletal machine, fell back into his role as Sonic's trusty little sidekick, tapping at his data pad with a rubbery fingertip. "The prisoners should be deep in the bowels of the ship... I suggest we split up and search independently."

"You sure that's a good idea, little buddy? You're not exactly... at your best..."

"I'll be careful."

Sonic, concerned, nodded before flashing his brother a thumbs up. "Okay little buddy! Let's get to work!"

With that, the brothers split up and headed deeper into the ship.

The prisoners huddled in their cell, sobbing, whispering to one another, terrified of their predicament and wondering where the robots had taken the fox girl.

Zachary Redtail could only lean against the steel wall of the prison, arms wrapped around his knees and muzzle stained with tears.

"Zooey..." the fox whispered, "Baby..."

There were screams of alarm as bangs and laser blasts sounded from outside the cell, and the prisoners began to frantically recoil away from the cell door.

There was one final slam of metal on metal, before all became quiet... and the cell door began to grind open.

In the entrance to the prison cell, a blue hedgehog wore a lopsided grin.

"Sonic?"

"It's Sonic!"

"We're saved!"

"Okay, people!" Sonic gestured out of the doorway, "Me and Tails are here to save you! Get your butts to the escape boats, and get out of here!"

The prisoners filed past him, making for the ship's emergency escape craft, Zachary pausing to grab the hedgehog's arm.

"Sonic... they took my daughter... those robots took Zooey!" The fox desperately looked into Sonic's eyes, "I... don't know what they're going to do to her..."

"Understood..." Sonic set his jaw and raised his wrist to speak into a communications device. "Tails? I've secured the prisoners, they're getting off the ship now... but we got a problem..."

"Hold on Sonic... I've got a situation he-AAAAAAAAAAAAAAAAAGH!"

"Tails? TAILS?!"

Tails gripped his blaster in the steel grip of his left hand, blank eyes swivelling as he scanned the empty halls of the ship. There was a brief flicker of activity over his skeletal frame as he again attempted to reengage his synthetic camouflage, scraps of fur appearing in small patches over the synthetic before fizzling back out of existence.

Great. His system would need a full overhaul.

His restraining bolt would also need removing. With his fighting abilities restricted, he was a lot less useful in combat. Unfortunately, he couldn't do that himself. The restraints prevented him from tampering with the inhibiting device.

Tails' unlit optical units again scanned another hall. Empty. Not a single Badnik in sight.

"Well well..." A familiar voice sneered from the ship's internal communication systems, causing the android to jerk in alarm, "Hello there, son! Come to visit your father?"

"Robotnik…" Tails replied, tightening the grip on his blaster, "Where are you? Come out so I can fry your butt!""

"My, that's no way to talk to your old man!" The doctor cackled, "I see you have constructed a new body... very impressive, Miles! You sure do take after your father..."

"Funny how your own creations manage to do better work than you, DAD..." the synthetic muttered, taking cover behind the corner of a hallway. His eyes scanned the dark room ahead, the shapes of boxes and supplies scattered around the large space.

"I'm very proud of you, my boy! Oh, children grow up so fast..." There was a pause as Tails entered the supply room, his night vision flickering on. "I also notice you got yourself a little girlfriend... it was very nice to make her acquaintance!"

Tails became utterly still as he registered the doctor's meaning.

"What..." the android hissed, "Have you done to her?"

"I'm glad you asked!" The doctor's voice chuckled, "Let's just say I... improved her! Made her a little more... compatible with you! Your father takes care of his robot son, after all!"

"What the hell have you done to her?!" Tails, anger coursing through his systems, shouted at the ceiling.

"You'll see, you'll see..." Robotnik giggled, "She should be meeting you any minute now, so I'll let you two have some alone time while I escape with my newest weapon! You and that cursed blue hedgehog may have robbed me of the rest of my test subjects, but my plans have only just begun! Ta-ta, Miles!"

There was silence as Robotnik left the channel, and Miles suspected the doctor was in the process of abandoning the ship. His processors worked overtime, trying to figure out what the heck egg-for-brains had been going on about. And what he'd meant... about Zooey.

"Where are you, Zo..."

"Tails?" The synthetic was wrenched from his processing as Sonic's voice crackled from his wrist communicator. "I've secured the prisoners, they're getting off of the ship now... but we got a problem..."

"Hold on, Sonic..." Tails' unlit eyes scanned the room as the scrape of metal over metal tickled his audio receptors. "I've got a situation he-"

Tails' response became a screech of shock and terror as glowing blue optics flashed in the dark, and a powerful bolt of energy blasted into him and knocked him from his feet.

Tails scrambled desperately over the deck, metal screeching over metal as he frantically searched for cover, more powerful bolts of energy slashing around him and blasting into the floor.

He didn't feel pain. Not in the same way his old body used to, at least. His previous form, designed to be as 'realistic' as possible for purposes of espionage, had come fitted with pain receptors that caused him to behave more like an organic. He'd done away with those when developing the Prower Advanced Model, figuring he'd manage without the ability to feel agony.

But he still felt emotion... and it was hard not to be horrified when your hand had been reduced to molten slag.

Tails forced himself to remain calm as he observed the melted stump of his right hand.

Stay calm... stay calm... you've been damaged worse than this before...

Tails, at a thought, disconnected the arm from the elbow, the ruined and useless forelimb clattering to the deck. He winced at the noise, and ducked behind a crate as powerful footsteps thumped over the deck in his direction.

Luckily his blaster had been in his left hand and had escaped being reduced to atoms. He held the weapon at the ready, the rubberized pads on his feet masking his movement as he hunted the machine that had attacked him.

Gonna scrap you for that, you jerk... already enough repairs to make...

"Miles? Miles, help!"

Tails froze at the timid, familiar voice... of Zooey.

"Z... Zooey?"

"Miles help! Eggman's robot is trying to hurt me!"

Echoing in the supply room, Zooey called out to him again. The footsteps had ceased, but Tails' audio receptors picked up the low hum of power and calculated the location of the machine.

"Miles! Help me!"

He remained silent as he ghosted around the crates... and sighted down his pistol as he swung around his cover, aiming directly at the opposing robot.

He froze. His scanners attempted to make sense of his target. Zooey was nowhere in sight. Instead, his unlit eyes took in the form of the larger machine as it swung its arm cannon to face him, having successfully lured him out.

The machine was taller than him by two heads, Mobianoid, steel yellow limbs spreading from an armoured maroon torso. A chunky blaster had replaced the right forearm, presently charging up another powerful blast. The shoulders were protected by thick yellow pauldrons, over which yellow cables trailed in an imitation of hair.

But the face was what caused Tails to hesitate. An utterly featureless yellow mask, save for a small black sensor in place of a nose, and a downswept black visor... within which glowing blue circles focused on the synthetic, targeting him as he stood frozen.

He barely had time to launch himself over the crates as the armoured fighting machine released its charged blast.

Idiot. He'd been tricked. The machine had mimicked Zooey's voice almost perfectly.

He ran his scans through his mind again, remaining low as he ducked through the supply room.

He paused. He checked his scans.

There was organic material. Inside the machine. Not much, but definitely life signs...

Zooey's life signs.

It was no robot. Calculations ran through his mind as he attempted to process what he was dealing with... it had to be some kind of powered suit, within which a mind-controlled Zooey was being used against her will.

He didn't have time to think about it further, as another blast punctured the wall beside him. He squeaked in alarm and scanned the machine again in the couple of seconds he had before entering cover again. There was no doubt about it. Zooey was definitely in there.

That limited his fighting options. As part of his restrictions, he couldn't harm an organic. He holstered his blaster, the weapon now useless, and unsheathed his intrusion device.

There was one thing he could do... get close enough to shut the power suit down. Then he could get Zooey out of there.

Tails circled the room, thankful for his rubberized foot pads, doing his best to mask the quiet whirr of his exposed rubbery musculature. In the centre of the room, Zooey stood planted like a statue, arm cannon extended and ready to turn him into slag. She was ridiculously tall in the suit, and Tails tried to figure out how she had been crammed in there. The proportions were... wrong.

No matter. He'd deal with that when he got her out of the thing.

Intrusion device extended from his remaining forelimb, the synthetic fox spun up his tails and shot toward the unwilling cyborg like a missile, ready to interface and shut it down.

Quicker than he'd been ready for, Zooey's blaster swung to intercept its target, blue 'eyes' locking on him above the featureless mask.

The weapon fired, and Tails barely managed to evade as the powerful shot burned past. He just about succeeded in latching onto the taller machine, swinging around to her back with the assistance of his namesakes. He raised his left arm, the intrusion device at the ready, ready to insert and shut the suit down.

"Miles! Don't hurt me!"

Tails paused once again, as the imprisoned vixen's voice pleaded at him from vocal synthesizers.

He didn't hesitate long, but it was enough for the cyborg to throw him off, sending him clattering to the ground like a tin can. Tricked again.

Too slow. He was too slow, too restricted to fight back. His lightless eyes stared in terror as the armoured form of his friend raised her weapon, light building in the barrel as another charged shot readied.

"Zooey..." the synthetic pleaded, scanning the power suit again, "Please..."

The cyborg paused momentarily, the blue lights in the visor flickering... before a monstrous howl tore through the ship, and a dark blue and silver beast launched itself hungrily at the roboticized Mobian.

You could always tell when Sonic was angry. Like, properly angry. It was the little things. He'd tap his feet, fold his arms, lose his otherwise cheery temperament... or morph into a vicious beast filled with dark energy.

Apparently, hearing his brother's death screech over his communicator had been enough to enrage the werehog, and Sonic howled as he charged the machine that threatened his brother.

Zooey turned and released her charged blast, the werehog pouncing out of the way with greater speed than her controlling intelligence had anticipated. He bounced from the wall and charged into the vixen, sending her flying into a stack of metal crates.

The cyborg released a series of angry bleeps, before wrenching herself up and back into the fight.

Sonic lunged at his opponent, fully intent on tearing what he thought was a machine apart limb by limb... and was rewarded with an unexpectedly powerful fist to the face. Apparently, Zooey's strength had been greatly increased upon her internment in the suit.

The werehog snarled as he recovered from the blow, turning to attack... and paused as his enraged mind thought he recognised the machine. The blaster targeted him again, Zooey ready to reduce the beast to atoms... before the smaller, more skeletal form of Tails again clasped to her back and shoved his intrusion spike into the suit's systems.

The cyborg shuddered, quaking as though electrocuted, before the eye-lights dimmed out and she toppled to the deck with a heavy clang.

Sonic growled and prowled forward, ready to finish the job... before Tails hopped away from the fallen cyborg and raised his single hand in defence.

"Sonic, no!" the synthetic cried, standing defensively between her and the werehog, "It's... Zooey's in there!"

Sonic cocked his head, and his rational mind returned. "What... what do you mean, little buddy?"

"I don't know..." Tails replied, turning to observe the fallen machine, "It's some kind of battle suit... controlling her actions... that's why she attacked!"

The werehog came to rest beside his brother. "Then we need to get her out of there!"

"Yeah, no crap..." Tails knelt down and readied himself to enter the systems again. "I'll head in and... find a way to remove the suit. Or at least remove the intelligence controlling her."

"I'll keep watch..." Sonic replied, ears perking as he turned to scan the empty room. Eggman might have escaped the ship, but he could still have left defensive Badniks in his stead.

Tails inserted his intrusion device back into the suit, and interfaced directly with its systems. He became data, suddenly occupying two bodies, rifling through the power suit's systems in search of a way of freeing his friend.

And in the systems, properly able to inspect... he learned exactly what it was that had happened to Zooey. And how much of her was left.

After several seconds, the android removed himself and set down on the deck cross-legged. He looked over the inert form of the vixen, his brother turning back to him with a concerned expression.

"Well?" The werehog growled, "What are you waiting for? Get her out and let's go!"

"That's... not going to be possible."

"What do you mean? It's just a suit, right? You said yourself!"

"That's no suit..." Tails replied quietly, looking to his brother with unlit eyes, "Sonic... there is organic material present, and it is Zooey... but this..." he tapped at the armoured carapace with a steel finger, "This is also Zooey. This IS her body."

Sonic frowned, before his mouth flapped open at the inference. "You mean... she's..."

"Sonic? Tails?" Amy's voice crackled over the two brothers' communicators, concern in the pink hedgehog's tone, "You guys need to get out of there! The ship is on a collision course with the ocean!"

"He's scuttling the ship..." Tails muttered, hopping to his feet. "We need to get her out of here... get her back to my workshop so we can... find out what he did to make her like this."

"Can do, little buddy..." The werehog reached down and grabbed the inert cyborg in his giant hands, throwing her over one shoulder like a sack of potatoes. "Lead the way, little bro! I don't feel like taking a dip along with this thing..."

Tails nodded grimly, again looking over the mechanical form of the former vixen as her 'hair' cables hung limp, and turned to lead his werehog brother back to the Tornado.

A mind.

There was no light. No sound. No feeling, no sensation. All she was... was a mind. Floating. For how long, she didn't know.

And then something rippled in the deep recesses of her self... another intelligence... curiously probing... before light returned, her vision flickering into existence.

There was still no sound. Still no feeling. Now all Zooey was was a mind, and a wide field of vision.

And in this field, her brain dumbly recognised the pink and blue hedgehogs as they regarded her silently. The pink form of Amy Rose hopped back, appearing startled as her eyes gaped into Zooey's. The hedgehog's mouth flapped silently as she spoke to somebody else, somebody seemingly outside Zooey's view.

She tried to respond. Didn't know how. Couldn't feel her mouth. Couldn't feel anything.

There was a pop and a fizzing noise, and then her hearing returned. Now she was a mind with vision and sound.

"-ink she's coming round!" Amy's voice reached Zooey's consciousness, oddly distorted. Her sight flickered again. She tried to close her eyes. She couldn't do that either. "Whatever it is you're doing, keep doing it Tails!"

Tails?

The probing sensation returned again, violating Zooey's awareness... it seemed to be searching for something. She didn't know what, or how she knew, but the other was unwelcome.

"Zooey?" Sonic leaned forward now, the blue hedgehog oddly ragged and feral-looking, "Can you hear us?"

Zooey could offer no response. All she could do was focus her vision in on Sonic's face.

Then, something clicked in the back of her awareness. The ability to speak, it seemed, had been returned to her.

"A... A-my…"

Amy sidled up and reached down to take something in her hands, Sonic moving over for the female. "Zooey? Are you... back with us?"

"A... my... Amy..."

"Dude..." Sonic now spoke over Zooey's shoulder to the unseen intruder. "I think she can only say Amy right now..."

"Working on it..."

The probing continued, and Zooey understood exactly who it was fiddling around inside her mind.

"Ut…" She spoke again, somehow her thoughts being translated into words, "ou…. ut..."

"It's okay, Zo..." Amy soothed, rubbing something below Zooey's view, "Keep trying..."

"I've almost got it..." Added Tails from his unseen position.

"Out..." Zooey repeated, before she sensed her full range of vocabulary return to her control.

"I think that should do it!" Squeaked a triumphant Tails.

"GET... OUT... OF MY HEAD."

"Do what she says, Tails..." a startled Sonic ordered, and Zooey felt the intruding intelligence withdraw. She was alone again inside her mind.

The synthetic sheepishly joined Sonic and Amy in their position in front of Zooey. Or what she assumed was her front. She could feel nothing, had no reference point for what direction her body was facing.

She noted that she appeared to be standing. Her brain dumbly attempted to figure out how she was remaining upright.

"Where... am... I..."

"You're safe, Zooey..." Amy replied, "You're in Tails' workshop... he's been helping bring you back around!"

Zooey tried to remember how she'd gotten here. She remembered the attack on the town... being held captive... she remembered the evil leering face of Doctor Robotnik, and the red-eyed robot that had forced her into the cylindrical chamber...

Then she remembered fighting. She remembered fighting Tails, fighting a huge beast that looked like Sonic, remembered firing a large weapon that completely enveloped her right arm...

What she didn't remember, was what had happened to her.

"Ro... botnik… did something to me..." she said blankly, more of her speech opening up to her. She didn't know how she was speaking, her voice seemingly emanating from inside with no use of her mouth or vocal cords.

Sonic wore an expression of pity as he regarded her. "Do you... know what he did?"

Zooey tried to shake her head. Utterly paralyzed, she failed. "No...

Sonic and Amy exchanged worried looks, while Tails tapped away expressionlessly at a holographic screen projecting from his forearm.

"Sonic..." Amy whispered, still holding something Zooey couldn't look far down enough to see, "How... do we tell her?"

"I don't know..." the blue hedgehog sighed.

"Show... show me..."

The trio hesitated at Zooey's demand, before Amy turned and instructed Tails to retrieve a mirror. Tails did as he was asked, returning with the object in question less than two minutes later.

"I'm sorry, Zo..." Sonic said, apprehension in his voice, "Are you ready?"

"Show me."

Sonic and Tails each took hold of the mirror and held it in front of her.

In the reflective surface, a gold and red armoured machine, utterly lacking mouth-parts and trailing cables from its open back, stared back with glowing blue lights from a downswept black visor. As she absorbed her altered reflection, information opened up in her brain.

Roboticized Enforcement Unit REU-001. Converted cyborg soldier of the Eggman Empire army. That was her.

Sonic, Amy and Tails watched with concern as the former vixen silently regarded her own transformed body. She said nothing, the blue lights in the visor simply staring at the reflection.

"Up..."

Amy's ears perked. "What was that, Zo?"

"Help me... up..."

Sonic and Tails set the mirror down, the blue hedgehog gesturing to his synthetic brother. "Do it, Miles."

"Will do..." Tails, eyes glowing blue once again, set his optics on the immobilised cyborg. "I'm sorry Zooey... I have to go back in to reengage your motor functions..."

Zooey said nothing. She simply stood inert as the synthetic circled around to her back. There was a series of clicks and clunks as Tails supposedly removed cables, and then the probing returned. Much less invasive this time, but still unwelcome.

And then Zooey felt sensation return, now becoming a mind with vision, hearing, speech and feeling.

The sensation was utterly alien. She was power. Just energy, sparking around inside a metal shell from the centre of her chest. Sensors acknowledged physical contact, and her head swivelled to find Amy stroking the thick gauntlet her left hand had become.

"Do you... need help moving?" The pink hedgehog enquired, the blue lights flickering in the visor to regard her.

"No."

"I'd move if I were you, Ames..." Tails suggested, offering a wary glance to the pink hedgehog.

Amy did as he said and moved away, Zooey's sensors informing her the physical contact had ceased. Carefully, clumsily, she took a step forward. The suspension in her legs hissed as the thick armoured boot of her left foot met the ground with a clump. Power hummed from within her frame as she took more clumsy steps, moving into the centre of the workshop.

Her friends watched on with concern as the cyborg came to a halt, standing idle in the workshop, the blue lights of her 'eyes' flickering over her own body.

"How much..." the roboticized Mobian turned and the lights landed on Tails, "Of me is left?"

"Just the brain..." Tails, synthetic camouflage system repaired and returned to his usual fluffy state, tapped at a computer monitor that displayed a full scan of Zooey's internal systems. "And a very primitive digestive system that leads to it from her rear interface... that's the only organic material left. Everything else has been converted for combat, or life support for the organ."

Zachary Redtail didn't reply, staring dumbly at another monitor. On the screen, the small pink form of Amy did her best to comfort the yellow and red steel machine that had become of his daughter, Zooey sat limply on a workbench.

"Zooey..." He stroked the image, tears in his eyes at his transformed daughter, "Princess..."

"Tails is gonna do everything he can to help her..." Sonic added, "Right buddy?"

Tails' ears drooped as the older fox turned to glare at him. "Can this be reversed?"

Tails considered for a moment, looking back to his computer screens and absorbing the data. "I've... destroyed the intelligence that controlled her mind... she has her free will back..." the synthetic fox wore an apologetic expression over his reconstituted face as he explained. "But physically... I can't even process how this happened. It's unprecedented... her entire body has been rebuilt from the atomic level, from organic to mechanical..."

"Are you saying..." Zach said, glaring down at the synthetic, "That she can't be changed back?"

Tails cowered under the older fox's scrutiny, before Sonic stepped in to defend his brother.

"If anybody can figure it out, it's Tails!"

The older fox closed his eyes and sighed. He still had reservations for the android... but Tails had helped save his daughter after all. And him.

"I... want to see her...

"Okay," Sonic said, "We can do that..."

Amy did what she could to console her friend, resting a hand on the thick spherical pauldron that encased her left shoulder. She didn't know if Zoey could feel the gesture, but Amy didn't know what else she could do.

"I'm a monster..." the roboticized vixen's synthesized voice said flatly, as her blue optics stared down at her own feet.

"We'll do anything we can to help you, Zooey!" Amy tried. Zooey didn't reply, instead snapping her head up as she seemingly sensed something.

"Oh no... he's here..."

"Huh?" Amy recoiled as the cyborg slid from the workbench, planting her feet into the concrete floor of the workshop with a thud. A few short moments later, Sonic and Tails entered the workshop... followed closely by the taller orange form of Zooey's father.

Zooey released a bleep of alarm, and retreated away with heavy steps as her father's jaw dropped at the sight of his altered daughter.

"Zooey... it's okay, baby.."

"Dad..." Zooey stumbled, unused to her new body, and attempted to steady herself on the workbench with the barrel of her weaponised right arm. "Dad, don't look at me!"

"It's okay, honey..." Zach rushed to his daughter's side as she almost fell, doing his best to steady her in his hands. "It's okay sweetie, we'll... figure this out..."

"I... don't know what to do..."

"Neither do I, baby... but we'll manage..."

Sonic, Amy and Tails could only watch as the father did his best to console his transformed daughter. The older fox turned and regarded the synthetic with teary eyes. "Do whatever you can for her... please..."

Tails nodded. "I will. I promise."