Rouge was worried.

"Look, I can't talk for much longer," the voice on the other end of the line sounded apprehensive; afraid. "Johnson is gone. They shipped him out of Intel. Mastermind's orders. Miyizaki's running what's left of the Bureau now."

"Miyizaki?" Rouge tried to remember the name. "Who was…?"

"He's a hard liner from before you came over. Great War type."

"Why have I never heard of him?"

"He retired a few months before you got in the program. Mastermind wants to bring back the old faces, and start up the old wars. You know that. Miyizaki's in his camp."

Rouge anxiously licked her lips. She did know, more than most. Mastermind didn't just hate mobians, he wanted to exterminate them. He wasn't just from the old school; he was from its extreme, and injected with a healthy dose of genocidal mania. Most of the Station Square humans, meanwhile, had come to accept mobians as being at least something they could try and share the planet with. Johnson had been a good man, and Rouge respected him.

"What about Johnson? He isn't…?"

"They forced him to step down. Restructuring. But he's alive, if that's what you mean."

Rouge breathed a sigh of relief. "You think Miyizaki's going to try and tie up loose ends?"

"With what you know? I wouldn't bet against it." The voice affected a sad, angry sigh. "Watch your back, Rouge. I'll let Topaz know you're ok."

"Thanks…" Rouge's hand hesitated over the disconnect button on the communications panel. "I'll be in touch."

Tails paused in midstep.

Supporting his weight by leaning against a tree, he held his head in his other hand. It hurt – his head hurt. Blinking a few times, the kitsune looked down at his feet and saw a bird. He took a step towards it, but it remained still. Of course it would; it was dead. He stumbled past it, and past another dead bird, lying on its side. And another. Walking past them all, he left a small flock of the creatures dead in his wake.

Touching his mind had killed them all.

"Rouge…" he hissed. She had betrayed them.

All this time.

She had betrayed them.

He sniffed the air, tasting her in it. It fed the conflicting feelings that raged across his mind. How could she? Why hadn't he seen it? Why did he trust Sonic's judgment of character? Sonic, who blindly saw the good in everyone? Sonic, who foolishly put his own interests before those of King and Country? But, no: that was just Sonic's way. That was why Sonic was loved. He, Tails, would do what Sonic overlooked.

Tails tried to focus, but the training with Nail had made that difficult. Being in that animal, being in it and through it, dominating its mind and breaking it… leaving a husk behind… his chaos energy felt unhinged and imbalanced. The more he tried to force it to follow his will, to correct itself and do as he commanded, the more it rebelled.

Betrayer!

He saw her, outside her little communications shack. It was a lie, just like her! It appeared harmless enough on the outside, but inside it lay the means of turning Knothole into a smoking ruin. How had she built it? Where did she get the equipment? How long had she been spying on them? Her saw her, then, and he saw through her.

"Tempest?" Rouge called, having heard him walk, heedless of stealth, through the woods. "Tempest, is that you?"

He emerged from the shadow of an old oak tree.

"Tails," she recognized him right off the bat. Tempest had black tipped tails, and a black undercoat. In the light, there could be no mistake, not even for Amy grab-any-hedgehog-and-call-it-Sonic Rose.

"Rouge," he said her name with a growl. "You…!"

The bat girl took a few cautious steps back. "Tails. What's wrong? You don't seem yourself…"

"You," Tails repeated, wincing as his head hurt, feeling like it intended to split clean open. "You betrayed us. Just like all the others."

"I don't know what you've heard," she started to bargain.

"I know," he interrupted her, taking a few steps in her direction. "I heard. Heard you selling us out. Heard you passing on information. From the very beginning, you… you…!"

"It isn't what you think, kid," she said, hand reaching for the door handle.

"How much did they pay you?" His teeth bared, hackles raised. Rouge had always been taller than him before, but not any more. Not in what seemed like a lifetime.

"Just let me explain. There's no need to lose your… oh boy." She saw him heading towards her, and assumed a fighting stance. He reached for her arm, obviously planning to pull her away from the shack and whatever surprises she had inside.

Rouge's training kicked in, and she slapped aside his hand, grabbing the wrist and intending to get him into an arm lock. Except even as she made the movement, Tails' foot slipped behind hers, and tripped her, sending her off balance. Falling to the side, Rouge used her hand to brace herself against the wooden cabin. A stumbling step later, she was still on her feet, and as Tails grew closer she snap kicked, aiming for his upper tibia. A golden blur intercepted her foot, and a second later she was tossed into the air.

Rouge flipped, spread her wings, and stabilized herself. Floating a short distance, she landed on her feet… but she was further away from the cabin than before. He started towards her again, his tails swaying back and forth at first, and then lashing side to side. They also lightly hit the ground and slashed furrows in it as they passed. It wasn't exactly very encouraging.

'But he doesn't look well. He isn't thinking clearly, or he'd be willing to hear me out instead of fight…' Rouge then thought, bitterly. 'Not that knowing that helps me much!'

Resigned to the fight, Rouge ran towards him and jumped into a flying kick. As expected, Tails didn't even bother blocking it with his arm or hand. A white tipped, golden shield rose up faster than Rouge's eyes could follow, negating her attack entirely. It was no surprise that his tails were absurdly quick – they had to be to spin fast enough to lift him into the air. Falling to the ground, Rouge leaned into a punch, trying to outmaneuver her opponent. Two of her blows were blocked by his tails, the third and forth by his hands.

Then she abruptly leaned back, and kicked up, high enough to knock the hat off a mobian taller than herself. Tails made a mini jump backwards, to avoid it, and just as she expected, he attacked when given the chance to step towards her. It was a simple punch, without a whole lot of finesse. Rouge blocked it with her right hand, and tried to counter attack with a blow from her left hand. Tails' left hand came down, quickly intercepting and throwing off her blow.

They were extremely close now. Too close, Rouge hoped, for Tails to actually use his tails. She kneed up, aiming for his groin. To her slight astonishment (she had read enough reports on his ever improving martial progress) the blow connected, causing him to wince and stumble back. It also meant she was back in the kill zone of his tails. Without even pausing to think about another attack, Rouge jumped straight up. Looking down past her feet, she could see his tails retracting from their strikes.

Had she stood still, it was likely she'd have been impaled…

Turning gracefully, the bat swooped down to the ground and ran for the door of her cabin. It wasn't reinforced or anything. It really had just been a conveniently located woodcutter's shack she'd found to set up shop in. Closing the door anyway, and bringing down the block of wood that passed for a lock, she ran to the other end by the concealed communications gear (rather cleverly hidden inside and around some actual broken down radio equipment).

Behind her, the door splintered, as a white tip pierced the door just above the main brace. Another tip then punctured the door, and the two moved in a scissor movement, slicing clean through layers of plywood. It fell apart a second later as Tails cleared away what was left with his hands. By then, Rouge was ready.

The gun in her hands probably looked small, but it packed a punch.

"Hold it right there, kid!" She just hoped he knew that, too. "Don't make me shoot you!"

Tails pushed aside the last piece of the door, but didn't enter the cabin.

"I know this looks bad," she admitted. "In fact, Tempest actually beat you to me."

"Tempest did?" he asked. "But…"

"Interesting smell on you. Let me guess… Rouge?"

"It is not my concern what the Princess thinks of her, or that little blue rodent. I told you to avoid her, so you will."

"That's right, he found me out here. Now, look," she tried to sound reasonable. "I'm not selling out Knothole. I'm going to put my weapon down, and we're going to talk this over, ok?"

Tails rested his hands on the sides of the door. For a moment, Rouge thought he would move, but he kept still. Her trigger finger eased, and then, ever so slowly, she pointed the gun away from him and up into the air. He shook his head, slowly, and his body started to visibly relax.

"But I heard you…" he started. "I heard you… telling them…"

"I was talking to someone, but he wasn't an enemy." Rouge remembered what Tempest had said before, that if anyone could understood her situation it was the once youthful fox in front of her.

"Who was it?" he asked, with a mixture of wariness and confusion. She could tell, though, that he wanted to believe in her.

"It was someone I knew from back when I… when we… worked for Station Square. Remember?" He nodded, and she continued, "Right now, he's working undercover in Megalopolis. Did you ever meet my partner, Topaz? I'm sure you saw her once or twice." He nodded again, coming around.

"She's there, too," Rouge explained. "They're working for Mastermind, but they're also trying to stop him from the inside. They're our friends from GUN. The President may be gone, even the city may be gone, but there are still people who want to help us there. I am spying… but I'm also giving information to the only friends we have who are worth a damn!"

"I thought…" Tails hands fell from the sides of the door frame. He took a step back, holding his head. "I just. I just thought you were…"

"Tempest thought the same thing," Rouge said, and put the gun back down. "Are you ok?"

"I'm sorry, Rouge. I… I don't know what came over me. I was just… angry and not thinking and…" he sucked in a deep breath, obviously trying to reign himself in. "And I feel strange. No: not strange. How I feel is…"

Walking carefully around the ruined cabin door, Rouge got close enough to touch him on the shoulder. He could help her. Tails was young, but he was the only one of Sonic's inner circle with significant experience working for GUN; he wouldn't judge her for working with humans. He was also one of the most important of the core Freedom Fighters. In fact, going by what she knew, it was likely that he was the most important of them all. Without him, the war effort would literally fall apart for lack of weaponry, supplies, and outright initiative. Sonic could fight in any condition, anywhere, but the rest of the army ran on logistics, and not chili dogs and power rings.

"Rouge," he said her name, a little thrown by the gesture. He stared at her for a few seconds before wincing again, and holding his head.

"Tails?"

"I…" he faltered, and he looked at her from behind his hand. "You're… making me feel…"

Letting his shoulder go, she watched as he took a step back.

"I want to…" he shook his head. "No, I don't! I don't… want…that…"

Rouge stared at her hand. Why was he…?

.

"What's wrong with him?"

"Among our people, this point in life is very… how should I put this? Very febrile."

"Febrile?" Rouge asked. "I have no idea what that means."

"Very hot blooded."

"I still don't follow."

"Lascivious is a better word. Or maybe amorous? Randy?" Tempest groaned and raised a hand to massage his temple. "This is the point in his life where he looks for a mate, you see…"

.

"Rouge…" he muttered, at her again. "Are you afraid of me?"

Actually, she sort of was.

"No," she replied, standing her ground. "You don't scare me."

"I can smell it in you. And I can see it in you, too. You're not like the others. Something about you… is making me… excited," he coughed out that last word. "Yes. That's it. This body…"

He licked his lips.

"…likes you." his tails' suddenly stopped moving and froze in midair. "It finds you absolutely fascinating. I don't know why… but I can't make it stop."

"What?" Rouge looked down and noticed Tails' tails. She suddenly stood ramrod straight. "It's this thing you're going through…"

"You said you weren't afraid of me," he said, lifting his head and looking slightly upwards. His eyes were blue, but darkly shaded, and not just by his three bangs of hair. "But it doesn't look that way to me."

"Actually…" she took a step forward. "I feel sorry for you."

His expression didn't change, but she did detect a glimmer behind his eyes.

"You feel sorry for me?" His tongue stuck out, licking his upper lip. "That's kind of funny."

Rolling his head from side to side, he then turned and started back the way he had originally come. Clenching his fists, Rouge could see droplets of blood running down from his palms. He got four steps before he started to laugh. Resting a bloody hand on a nearby tree, he looked at her over his shoulder.

"Thank God…" he chuckled again. "Thank God and the Source that it was you… and not her."

And with that, he disappeared into the forest.

"What were you thinking!? Didn't I tell you not to get involved?!"

Silver took the verbal upbraiding without complaint. Blaze had told him not to get involved, and now they had compromised their mission into the past, so she had a right to be angry. He bit his lip as she wound a bandage just a little too tight around his shoulder. Lasers were about the worst sort of weapon he could run into; just his luck that he'd ended up fighting a gang armed to the teeth with them. He was tougher than most, though, and the burns and shock damage would heal. At least there were no bullets or jagged fragments to remove.

"I couldn't just stand there and let…" he gritted his teeth. "Geez, tight enough yet?"

"You have to think about the big picture!" Blaze ripped off the end of the bandage, having tied and clipped it in place. The two of them were alone in their apartment in The Ring. Silver had gotten back without incident, despite the chaos in the streets outside. Knocking out the Bad Artists and decimating the Dance Freaks had left a power vacuum other gangs were fighting to fill. Meanwhile, dazed Eggman robots wandered around without guidance; prizes the gangs fought to destroy and keep as trophies.

The Big Picture.

"Blaze," he began to ask, "You wouldn't have just let it happen, would…?"

"What's the point of asking something like that?" she answered his question with one of her own. "If we get sidetracked trying to right every wrong we see, then we aren't going to be able to do what we came here to do. You need to think about saving the world we came from, not this one. That's what matters."

"I'm… sorry I caused so much trouble, Blaze," Silver finally conceded. "I just…"

"You just did what you thought was right. I know." She sat on the floor in front of him, her legs tucked beneath her. Rolling up what was left of the bandages and gauze, Blaze sighed. "You have a good heart, Silver. But you need to think things through before you act."

Slipping his naked left hand back into its glove, Silver asked, "What now?"

"Its risky staying here at this point," Blaze answered, cupping the medical supplies in her hands. "You're sure that fox recognized you?"

"He saw me… use my abilities."

"It's only a matter of time, then." Blaze's golden eyes narrowed as she weighed their options. "But the Rogues should be ready to move by tomorrow. We'll be ready when they do. After that, we'll just have to see what Mephilies has planned. We have to stop the release of Iblis, no matter what!"

Silver made a fist with his good hand. "Right!"

'Am I asleep?'

Tails stood atop a burned out landscape. The scattered skeletons of trees rose up around him, clawing the sky with jagged fingers. From horizon to horizon, not a single shade of green could be seen. Parched black grass flittered in the hot, spitting wind, and bare faced rock jutted out of the lifeless soil. It was a wasteland as far as the eye could see, without a single redeeming or familiar feature.

Up above, the sky stretched on, dark and starless. Only a faint white glow, from one horizon to another, provided light. It was impossible to determine distance clearly; light and dark, night and day, north, south, east and west, all blended into one. Tails stood in the center of it all, vainly trying to find his bearings. Finally picking a direction, heading towards what looked like a slight hill, he shielded his eyes.

A scalding wind blew across his face, blowing his bangs against his cheeks. He wandered, up the hill, and then back down. At first, he tried to follow the wind, but it came from one direction and then another. The landscape was so bare, so featureless, and so repetitive, that he soon lost all bearings of where he had gone, where he had come from, or where he was. The sky, his constant companion, remained mute and unchanging, offering no guidance.

"Where am I?" he wondered aloud, stopping by yet another blackened and tortured looking tree, devoid of leaves or life. Gradually, he came to realize it: that there was no where to go, and no way to get away. He was lost.

"Anyone here?" he called, squinting and searching the dead land. A rock tumbled down a hill. "Sonic? Sally? Tempest?"

Another rock tumbled, this time to his side. Tails turned, and saw a shadow looming over the crest of the hill, on its highest point. It stood tall and silent, set against the glow of the horizon and the pitch black night of the sky. Despite it being only an outline of a man, Tails instantly stiffened, recognizing the distinct silhouette.

Two circular eyes, white and bright, shone inside the dark form.

"You called for me?" a familiar voice asked, amused.

"No. Not you," Tails replied, hands balling into fists.

"But you did," the silhouette chuckled, and Eggman's voice made its identity all too clear. "You're lost, but now I'm here."

"I'd sooner see you rot in Hell!" the fox snarled, slashing his hand at the apparition. "The only thing I want from you is to see you die!"

"You'd kill me, if you could." It wasn't a question. The shadowy Eggman's grin widened. "But would you do it, if it meant you'd be alone?"

Tails anger simmered, but didn't explode.

"What are you talking about?"

"You need me," the Eggman silhouette declared with a smile. "Now, more than ever. Hate me. Dream of my death. Follow me with a knife in your hand."

He then pointed off into the distance, far away.

"Let me be your guide. I'll lead you to that bright land you can't quite see."

Tails stared long and hard at what stood before him. "You aren't even real. You're just a figment of my imagination."

"No," the silhouette shifted, pointing at him. "The fake one here is you! I… I am the geist you wish you had. The motivation and conviction you doubt in yourself. I see you, the true you. Here, your pretense falls away, leaving your true self behind."

Tails stared down at his hands: they were small, and trembling. It dawned on him with awful certainty: he was in the body of a child, like when Sonic had found him. Like when Amadeus and Mary had briefly tried to raise him. Three shots, like thunder, shook the heavens. Falling to his knees, Tails struggled for breath as tears welled up in his eyes.

"Your true self," the silhouette declared, sweeping its hand away and then back down to its sides. "Motivated by fear and insecurity, following ideals blindly, looking for a father and a mother to coddle and guide you. You may be an intellectual genius, but you have the ambitions of an infant."

"No…!" Tails cried, but his voice was small and weak. "This isn't me!"

The Eggman shadow's eyes glowed. "Your existence is a lie, one you repeat to yourself every day. You busy yourself and bury yourself to hide your own helplessness."

"Helplessness…?"

"Your helplessness… in the face of failure. Your failure: to overcome." The silhouette loomed, larger now than before. "You've survived on half a soul this long, which is actually quite impressive. But how long can such false hopes survive in the face of reality? The limitations that frustrate you are not physical or intellectual. They are the cracks in your psyche."

"Do you really believe," the shadow asked, grin mutating into a smirk. "That strength or power will make them love you? Do you really think that they even want you to succeed? Do you really think… that there is even one place in this world where you belong? Where you will truly fit in? Among normal mobians or your even your own people? What are you?"

It laughed, long and loud, a booming voice that made Tails cover his ears.

"Hero! Villain! Sides of the same coin! Those with ability and ambition both make their destiny, and society labels them! Adherence to such labels brings despair and regret! Idolization is blindness, the same as devotion! Belief is another word for gullibility and delusion!"

"No!"

The silhouette raised its hands to the sky, and flames rose up in every direction.

"Why is the world so cruel? Why are you alive?" The great shadow's voice rose to a fever pitch, flames dancing higher and higher. "Who are you? What do you want? Why do you fight? You want to know why? I know why!"

Curled in a ball on the floor, Tails clutched his hands to his ears, trying to block it all out. "Please…!"

"I know the truth!"

And then all was silent.

"The truth you've been so afraid of," the Eggman silhouette's voice was calm now, almost a whisper. "Is that when you fight for yourself, and think for yourself…all the world is your enemy. Those are your limits, Miles Prower."

Tails small body flinched as he got on all fours. Eyes wide, he looked up at the shade. "My limits…"

"Overcome them. Destroy me."

Gloved hands clawed the lifeless soil.

"Overcome them. Destroy me! Level the walls between us and overcome your limitations!"

The shores of the Great Southern Sea sparkled as the stars started to come out overhead. This was the far side of the world, seemingly far from conflict and strife. The only light came from a few scattered tiki torches, nestled between grass huts, and shadowed by tall palm trees. This was a land far removed from the mundane world of the north. It was a land far removed from the continent of Overland, where the armies of humanity had mustered for their assault on Mobius, and far removed from the expansionist aims of the Kingdom of Acorn on the other side of the world.

The Southwestern continent of Mobius had always been overlooked. Much of it was dense jungle, and the fertile plains that could be found were not easily irrigated by the volatile and unpredictable rivers that crisscrossed the continent's interior. The Andhe Mountains, that ran like a spine from the south to the north, eventually merging into the Great Overland Mountain Range far to the north, also presented a formidable barrier. The people were simple and primitive, and the lands not particularly rich in easily accessible resources.

So it was overlooked.

Still, it had its charm… its allure. Especially the islands off the southeastern coast, where summer seemed endless, and the weather perpetually calm. This was a retreat and a sanctuary. Sitting on the beach, listening to the rhythmic washing of the sea on the shore, a weary old man finally felt at peace. Lowering his eyelids, he was tempted to nod off then and there, and unsteadily took one last sip before putting his drink, a hollowed out coconut, down on the sandy ground. The tiny amount of Ginger spice added to the confection sent a pleasurable jolt through his weary body. As it did, he realized: this truly was paradise on Mobius. If he had to die, after so many millennia, he would let it be here. The approaching footsteps on the sand were not so easy to hear, but the old mobian still managed just that.

Turning his head slightly, he grumbled a light rebuke. "I… do not need assistance, Jwahir…"

The footsteps stopped. "I am not your little island pet, old man."

The old mobian gasped, and turned around at the voice. Even with his advanced age, and his glasses, he had no problem seeing who it was standing just behind and next to him. This was not Jwahir, the young girl that the local tribe had 'given' him to take care of him in his twilight years. Standing there was a tall figure, and one he had hoped not to see again in his lifetime. The newcomer's four fingered hands clenched and unclenched as golden eyes looked down at their prey.

"You…"

The new arrival made a small shallow smile. It was a mouth full of daggers, mounted within black gums. What stood before him wasn't just a member of the draconic race: it was the God of Dragons itself, and his time lost acolyte from the First City. The ancient evil was just as Mogul remembered. Pits lined his jaw, flanked by jutting protrusions of bone in the semblance of a beard. Sharp sunken eyes rested below a jade brow, and a crown of horn and bone, rising up and into the air. Jade stones and ancient viridian armor covered the rest of Reptilian's body, save for a long serpentine tail.

"You did a good job of covering your tracks," the dragon hissed. "It took a lot of effort to track you down."

"You're here to kill me then?" Mammoth Mogul asked, and covered his mouth as he coughed. Theirs was a vendetta older than any existing mobian civilization. Why else would The Devourer be here?

"Well… go ahead, my young lieutenant. I'm hardly a match for you anymore."

"You never were," Reptilian replied coldly. It went by many names, but few knew the one it was born with. Mogul did. The Devourer narrowed his eyes and took a few steps closer, shaking his head at the ancient conqueror. "Look at you. Old. Disgusting. … Mortal."

Mogul just sneered. For centuries the Chaos Emerald in his chest had sustained him, and empowered him. Then, a few years ago, he had been sealed in the Master Emerald of Angel Island. Some time later, the Master Emerald had been shattered. It reformed as the so-called 'Lesser' Master Emerald, freeing him from his prison. But without his physical link to the Chaos Emerald that had for so long kept him young and vital, he had aged a lifetime in only a year.

"I've never seen you so feeble… look at how your skin slouches off your bones. The vacant, clouded look in your eyes, the slack in your posture, even your pitiful expression… you are nothing like the mobian who I once called Master."

The dragon stopped pacing, and raised his right hand: a fearsome four fingered claw, sheathed within a gauntlet lined by arcane glyphs and hateful runes.

"Perhaps I should kill you…" The Devourer theorized, "And put you out of your misery…"

Mogul was defiant. "Go ahead then. You can finish what you started all those centuries ago. And I won't even be able to raise a hand in my defense."

The creature's smile broadened, and he lowered his hand.

Mogul blinked in confusion.

Then the other mobian started to chuckle.

"It is rather sobering seeing you so decrepit, my old Master," Reptilian said, with amusement rather than malice. "What would Elishiva, Ignatius and Ysbaddaden think of you now? What of Saffire and Mulciber, or even loyal Rhadamanthus? Rhadamanthus, who gave his life protecting you from me? Who worshipped you as the god you claimed to be, and believed every drunken lie you let slip from your lips when verdant ambrosia parted sense from dreams? We who were your Seven Acolytes, the Seven Kings, your children… what would they think of you now?"

"We'll never know, Reptilian." Mogul snorted out of his trunk, with an angry rumble. His tusks, once a pearl white, now a dull gray, shook from side to side as he ground his teeth together. "You murdered them."

"Ah." He held up a finger, his tone condescending. "I only murdered four of them. As I recall, you cut down Mulciber personally, when he sided with me. Saffire… beautiful Saffire… she lost her power and was mortally wounded by one of your champions. I had nothing to do with it."

"You betrayed me!" Mogul yelled, and quickly held up his hand to cover his mouth as a new set of coughs wracked his frail body. "You… turned them against me… We could have ruled for eternity…"

"Under you?" Reptilian shook his finger back and forth. "I think not. You were a fine tutor, but when I became your equal… and then your better... did you really think I could do nothing? Did you think I would be content serving you for all time, like Rhadamanthus or Ignatius? They were my brothers, Mogul. Killing them was the hardest thing I've ever done – but I would do it again, and again, and again. Because, in the end, they were fools for siding with a weak old buffoon, and believing his lies. More importantly, I had to do it to spite him."

"Usurper!"

"Come now. The elderly are always bitter about something or another." Reptilian smirked and reached into his black cloak. It was open at the throat, and draped over his shoulders concealing much of his armored body beneath it. "At your behest, he sealed me away for the last two dozen centuries in that accursed Little Planet, but I'm not holding a grudge. Not against you. In fact, I'm going to help you…"

"Help me?" Mogul asked.

"Yes, help you." Reptilian withdrew his right hand from his cloak, and in it was a sparkling green jewel: large and radiant, pulsing with Chaos Energy. At the sight and power of it, Mammoth Mogul gasped and leaned forward. Slowly, hand shaking, he reached out to it, felt its power tingle his palm. It was so familiar, like an old friend, like an old lover, and overwhelming in intensity.

"A… An Emerald…"

"I believe they call my… this… set of Emeralds the 'Super Emeralds.' I'm giving this one to you, Mogul. I know you want it."

The old mobian's hand wavered, just inches from the gem.

"This is… some sort of trick…"

"No trick," Reptilian said, calmly. "I'm giving this to you. Take it. It will make you strong again. Powerful again."

Still weary, Mogul looked from the Emerald to its owner. The light was playing off the reptile's features, his bright yellow eyes sparkling like small stars. With a sigh, Reptilian crouched down, and gently put the Chaos Emerald on the sandy beach, nestling it against Mogul's long forgotten coconut drink.

"Take it if you wish," Reptilian said, and stood back up. "Or… you may leave it where it lies. And forget I ever came to see you and offer you this second chance at life. The choice is yours, my old Master. I will be in the village, near the totem these primitives erected in your honor…"

With a flourish, The Devourer turned and headed back to the gathering of huts and the light small fires. Mogul's eyes were still fixed on the Chaos Emerald that was in arm's reach. He never saw Reptilian's eyes glow or the confident look on his face as he left. He never heard the soft laughter, as Reptilian walked away. To his credit, Mammoth Mogul's resolve lasted almost an hour. Then, finally, he seized the Emerald… and in that instant…

The Devourer had him.

It was in that same moment of triumph, that the ancient mobian paused, as a fell chill ran down his spine. Standing over Mammoth Mogul's youthful, huddled form, the God of Dragons looked dispassionately to the east. Heavy brows fell, and his smile became a sneer. A storm was on the horizon; a storm that had finally found the will to manifest itself.

"Have you awakened already?" Reptilian asked, softly.

At his feet, Mogul clutched his face in his hands, sobbing.

"Miles, my young brother… He's doing it again, to another one of us… isn't he?"

"Maria!"

Shadow slammed his fist against the clear crystal, but it was too strong. He knew he had no hope of breaking through it, but he kept trying. He had to save her! He had to!

"Maria! Please… please don't…"

"Goodbye…" She turned away, her hand hovering over the controls. "Goodbye, Shadow…"

Then the force of the ejection pod detaching and launching threw him back against the wall. He blacked out for just an instant, and he was somewhere else. Back in The Lab. His father, his creator, was in the next room, talking to someone important. Maria was there too, next to him, reading something – some human magazine. He sat quietly, like he had been told, and tried to keep his thoughts occupied despite the staleness of the waiting room. Looking at the door, he could see the two tall humans talking behind the glass. Maria couldn't hear them…

But he could.

"…Failure! This creature of yours is a waste of time and resources!"

"General! Please, hear me out! Project Shadow has the potential to be something truly great! It just needs more time! I know I can work out the problems!"

"You don't seem to understand, Gerald. The Joint Chiefs are not going to allocate funding for this nonsense anymore. This so called 'Ultimate Life Form' of yours… this weapon you promised that would win us the next war against these animals… it's a bloody hedgehog! Do you have any idea what showing that… that thing out there to the Joint Chiefs would do to my career? Do you?! Because I don't think you do!"

"Gregory…"

"We need actual concrete military applications! Not stupid looking animals! Our government did not spend fifteen trillion dollars building this space station so you could breed more of the critters we're fighting! You will either drop this nonsense and get rid of that… that thing… or it will be your head! I won't have you drag me down! Not after I've made it so far!"

"But it is not a waste! It will help us unlock the secrets of the Chaos…"

"Have you seen it? Have you taken a good look at it? It is a failure! I could have ordered a small armored division for the cost it took to grow that black rat! Now, I don't care what you do with it – toss it in space, recycle it for tissue samples, freeze it in cryostasis – but I want it gone!"

"I… I can't, Gregory…"

"You'd better find a way! I won't have General Corliss laughing at me! Not again, by God! Luckily, we have the Eclipse Cannon Prototype to show them or the Council would have us both hung in Station Square for wasting resources needed for the military buildup…"

From where he sat, Shadow shivered, suddenly feeling very cold. Looking away, he quickly wiped away a tear. He was small and weak – he failed all of the Doctor's tests. He had yet to control this Chaos thing the Doctor talked about, and… and… Wiping his face with the back of his hand, he felt something on his right shoulder. Looking, he saw Maria's hand. He tried to look stoic, like it was expected of him, but she saw right through it. She hugged him, and he felt better… was it so bad to want this? Did it make him weak?

"MARIA!!"

And he was in the escape pod again, slamming his fist against the unbreakable wall between him and her. He had always had good hearing, and he could hear the troops just outside the adjunct lab. They were firing low powered rounds, but Shadow could hear the screams. Lab staff had been killed. And soon… he knew that soon…

"For God's sake, Maria…" He fell to his knees, still weakly hitting the glass. "Don't do this…"

She shook her head sadly, walking slowly to the controls for the ejection pod. "I want you to live, Shadow…"

"No! Save yourself! I… I'm not worth it!" He scratched at the glass, and then started hitting it again. "MARIA!!"

She turned her head slightly, looking at the door to the lab. It was locked, but the stormtroopers would have the code overridden in moments. Taking the last few quick steps to the escape pod controls, and wrote in the commands to prep it for release.

"Maria!" he cried again, desperately. "Maria. Please… please don't…"

"Goodbye…" She turned away, her hand hovering over the controls. "Goodbye, Shadow…"

Shadow woke up with a cold sweat, his breath in ragged gasps. Holding his head, he tried to not remember. A quick look around almost convinced him that he was alone in the personal compartment of his hover transport. His eyes darted back and forth, making sure there were no bugs or hidden cameras, and as soon as he was sure there wasn't, he cradled his head in his hands and cried.

He was doing this for her.

All for her.

They would all have their revenge. The humans who had killed her and all the others were long dead, but the world they had created lived on. But not forever. He looked to his side, at the black briefcase that held the red Chaos Emerald. Yes. Soon…

Very soon…!

"Sally!" Sonic stood, triumphant, over the ruins of Robotnick's final gambit: a monstrous suit of power armor. His body was blaze with chaos energy, glowing a fierce and unrepentant gold. She smiled up at him, an exhausted but ecstatic feeling flooding her body. They had done it! They had finally won!

"I told you I could take of it!" Sonic gave her a quick thumbs up. "But I couldn't have done it without ya, Sal!"

"Sonic I…" she was about to say it, those words they had never been able to say to each other, when a flash of light made her turn back towards the way she had come. Back towards Knothole. Rising up over the horizon, she could see a great pillar of light and ash, burning everything in its path. More destruction rained down from above, blowing away vast swaths of the forest. Sally knew, in that instant, that Knothole was gone.

And everyone in it.

"Sally!" She turned at Sonic's voice, and saw him. His golden form began to turn orange, the flames turning suddenly very real.

"It… it hurts… I…" He fell, mouth moving but making no sound. She could only watch, frozen, as he burned, consumed by the power he had dared to unleash. And as he died, the world died around him. So she did the only thing she could.

She screamed.

It was the end of the world.

The end of His World.

"It's falling apart!" "Help! HELP!!" "Run for your lives!" "Aurora save us!"

Knuckles tried to brace himself as a pillar shot up out of the ground, collapsing a section of the street. Panicked screams assaulted the echidna Guardian of AngelIsland. He heard the crashing of stonework and steel, and the gurgled cries of those trapped beneath rubble. He had to keep moving – he had to find the Chaotix and the Master Emerald!

Everything… everything was falling apart…

Looking at into the distance, he could see the great mountains of AngelIsland dissolving into one devastating landslide after another. Knuckles started to run, when the world suddenly lurched once again, and threw him off his feet. He tucked in his legs and tumbled, rolling in a protective ball before getting back his feet and skidding to a halt. For all of a second, he was steady, and then a massive section of cobblestone street work gave way, and assaulted him like a tide of hailstones. Closing his eyes, Knuckles covered his face, and weathered the storm.

"Damn… it…"

Lowering his arms, he opened his eyes, and instantly wished he hadn't. His breath caught in his throat at the sight before him. He could see the edge of AngelIsland tip up, the whole thing now at an angle as it fell towards the earth. Pieces broke off and hung in midair, at the whole of the Floating Island tore apart from the stresses imposed on it. It occurred to him, then, with a numb and distant realization, that the Island wasn't just tipping over…

It was tumbling.

Like a coin flipped into the air, it was tumbling head over heels, breaking apart. Disorientation and nausea paralyzed him, as chunks of Echidnapolis and the SacredIsland flew from their foundations, mixed with the bodies of the dead and the wailing of the living and wounded. And then, as his horror and despair mounted beyond anything he had ever imagined, the sky, once blue and tranquil, became earthen – a barren wasteland, bearing down on him at Aurora-and-the-Walkers-knew what velocity.

In that instant, he knew…

He knew that the Master Emerald had betrayed them. He knew that this was their end – his end – and that he was powerless to stop it. It was over. After ten generations, the Guardians had failed.

He had failed.

The last thing he saw before he awoke, screaming, was an endless sky of black and brown.

"This energy!"

Lara jumped from roof to roof in a blur, heading towards the old village section of Knothole. She had been just dozing off, on the edge of sleep, when she had felt it. It was a power just like the one embedded in her chest. Even awake, she could feel it, rippling through the air. It was Miles' energy, but unlike in her time, it felt… unbalanced. She could feel a sympathetic connection with it, and she knew others did as well.

Finally nearing her destination, she slowed, and made sure to cloud the perceptions of any nearby. She still couldn't afford to be seen, and certainly not here. Nearing Miles' dwelling, she held her hand to her chest, and the ruby – the Chaos Emerald – it held. At first, she had no idea what could be causing such an outpouring of convoluted Chaos Energy, but then it came to her.

It was starting.

It was obvious to any observer that the Miles of this time had been increasing in power, and mastery of that power. It had always been within him, but now, triggered by the instability of the Turan'ha, he was starting to move beyond simply tapping into the world's latent reserves of ambient chaos energy.

He was akin to a star being born. Like Sonic and a select few others, Tails generated tremendous amounts of chaos energy, far more than any similar life form. However, instead of radiating that energy, he acted like a gravitational mass, sucking it in as well. This natural limit kept him and those like him from imploding or spontaneously combusting. Given a massive injection of chaos energy, enough to overcome that natural 'heat sink,' it was possible for a being like Sonic or Tails to transform and enter a "Super" form. In fact, it was closer to reverting to his true form, without its intrinsic limit.

But at a critical mental and emotional point, the accumulated power of centuries of chaos energy, along with all that had been produced by his body, could form something new. The 'heat sink' didn't radiate the chaos energy, and it didn't make it disappear. Lara didn't know where it went, but Miles had told her what had happened to him. That energy, stored where he normally couldn't use it, and tied to his psyche, was itself beginning to transform. It was like a cloud of gas condensing into a star, but perhaps a more frightful possible analogy was that it was like a star turning into a black hole, or a star turning into a super nova.

The result would, in time, be a new set of Chaos Emeralds.

"So why…" Lara wondered, holding her arms. "Why doesn't it feel right? Why can't I hear Miles?"

Mina ran for her life.

"Where is everybody?" She licked dry lips, and kept running. "Sonic? Sally? Antoine? Bunnie? Tails?"

All around her Knothole was ablaze. Explosions gutted the sky, and smoke blotted out the heavens. There was a crack of thunder, and one of the nearby huts exploded. She screamed for anyone who would listen, but Knothole was a ghost town. Everything was burning, and she was all alone. All… alone…

Stumbling, she finally caught sight of something…

A familiar silhouette…

"Sonic!" She yelled, and filled with a newfound hope, she ran towards him. He would protect her from this nightmare. She sometimes still dreamed of him, dreamed that he had chosen her instead of Sally. He held his arms out to her, and she leaped into them eagerly.

"Sonic… Oh Sonic, I was so scared…"

"It's ok, now…" he said, and his hand ran through her hair as she buried her face in his chest. "Everything's going to be all right…"

"Thank the Source I found you…"

"Mmm…" He slowly removed one of his gloves, and in a frightfully fast motion buried his fingers into her belly, piercing the skin. She choked on blood and fell back away from him. Another terrible explosion high above highlighted him, and she saw his eyes… they were cold, dead…

"S… Sonic…"

"Of a sort." He reached up to his face, buried the tips of his fingers into the skin right above his left eye, and slowly peeled his own face off, revealing blue cobalt metal, and red glowing eyes. She gagged in horror, and scrambled away, until a piercing pain in her abdomen caused her to cringe. Looking at the wound, she could see tiny… things, like silver maggots… crawling around, burrowing into her. In their wake, like strands of woven silk, she saw wires and tubes… and then Mina Mongoose screamed. She could only watch, horrified beyond sense or reason, as the tiny machines roboticized her, one agonizing inch at a time.

"Daddy! Daddy! Don't leave!" Rouge pulled her father's hand, trying desperately to keep her grip on him. "Don't go!"

"I have to, honey." His voice was soft, caring…

"No! Nonono!" Rouge cried, and tried to pull him back, but he was drifting away, and becoming more and more immaterial. "Don't leave me!"

"I won't leave you…" Rouge's father smiled down at his little girl, his beloved daughter. He was handsome and intelligent and charming, even as her mother was plain and unremarkable. As long as she had lived under his wing, he had been strong – the pillar of her existence. But whenever he left, whenever he went to 'work,' she would fear for him.

There was always the chance he'd never come back.

"Be well, my daughter…"

And then he was gone.

Forever.

"Hold on guys! I'm almost there!" Sonic ran through the labyrinth of steel and glass, following the screams and the steady drumbeat of power. Dread building up from within, he burst through the final door, and into the chamber of horrors. He nearly gagged at the sight, at the experimentations…

"Bunnie…"

He saw her, the organic half, hanging limply on an inclined lab table.

"Ant…"

The coyote was in pieces, drifting around in a vat of yellow-orange chemicals.

"Mina…" Cut upon and splayed on an operating table, wires digging into muscle… "Rush…" Lidless eyes staring back at him lifelessly. "Amy… Rote… Knux… this can't be happening… This can't be…!"

"You're too late, rodent…" A voice boomed, from all around. Sonic looked up, and saw Robotnick float down from the mist shrouded ceiling, trailing smoke behind him like a billowing shadow. As he landed, he dropped what had been in his hand at Sonic's feet. The stunned hedgehog could only shake his head in denial.

"Oh gods…" He fell backwards, and scrambled away from the rapidly expanding pool of blood. "Sal… oh gods, Sal… no no…"

Robotnick laughed, loudly and proudly. "Do you see, my most implacable foe? No matter how fast you are, no matter how good you are, you'll never be able to save them. You can't be everywhere at once."

He held out his hand, and motioned someone to his side. Sonic blinked, and there Tails was, standing next to the overlander tyrant. This was not the Tails of his youth, but the taller one, lean and strong. He stood there, eyes distant, and Robotnick reached over and craned the kitsune boy's head to the side. Sonic could see something there, something metal.

"He's mine now…" Robotnick took a step back, and smiled broadly. "And, do you know what is truly amusing, hedgehog? I didn't kill your friends… your family…"

Sonic shook his head, lower lip trembling. "No… No!"

Tails slowly smiled, and his dull eyes glowing a sudden and explosive red.

"I did."

The silhouette hung, suspended in space.

"Overcome them…" Tails arose, his body back the way it had been. "All of them."

And he followed the shadow into the distant light.

--Notes Chapter 5--

I rather liked this Chapter, myself. I'd been looking forward to writing it for a while, and I remember getting the whole thing done fairly quickly. I got in a fair bit of action, more Silver and Blaze interaction, and a few minor OCs who did their jobs well (like the Rokk and the Negotiator).

We also got to see Tails slipping into ruthlessness, and some of the more specific frustration he has towards how people have been fighting the war. I also finally got to write a single Rouge/Tails interaction in, though it will be the only one until Chapter 8 rolls around. This is technically a lead-in Chapter for the more action packed Chapter 6, but it stands well on its own merits, I think.