At first it was a faint giggle that barely tickled his senses, but from there it grew into a luscious laughter of warmth, readily tugging at the kit's ears.

"Cosmo?" Tails answered confused as he spun around to face the empty room. He could recognize her voice in any of its forms no matter how loud or soft.

"Is this some kind of joke?" the Mobian asked aloud before returning his gaze to the locks of green leafy hair in his gloved hand.

Against the static background of a derelict space ship, any noise at all stood out. This wasn't the time or the place to begin to question his sanity, or for that matter, lose it. Either this was an elaborate prank, or there were far more frightening forces at work than the ravenous creatures roaming the desolate planet cracker.

Stepping back out into the corridor, the kit looked down either direction hoping to spot the glow of an exit. At the far end of the hall was a sign for a lift that would take him up a deck or two at least.

"Isaac," another garbled transmission began, "I can't do anything from up here. I am locked out of the whole system."

Of course you are, without the captain's authorization codes you can't do much of anything.

"You need to find the captain," the kit shouted, hoping the radio signal would carry his plea.

Almost immediately he wished he hadn't raised his voice. No one human had bothered to respond, but the thing now slithering towards him on the ceiling clearly heard the desperation in his call. With the tail of a merman and pikes for forearms, Tails didn't know what to make of the creature, other than it more than likely wanted to kill him.

Pulling the plasma cutter from his holster, he trained the laser sights on the fiend's head, hoping that severing it at the neck would be sufficient enough. The grim glow of his depleting weapon read out the number of charges that remained.

"Two…" the fox complained.

His first shot missed high, cutting deep into the ship's hull. Tails wished he had taken the time to aim better now relying on his last shot to decapitate the creature. Steadying his hand under a renewed flow of nerve racking adrenalin he squeezed the trigger again, a bright blue arc of plasma leaping forth. This time the abomination fell from ceiling, withering and squirting blood in every conceivable direction while its deformed skull rolled around meaninglessly on the deck.

He could smell the stench eve through the filtration system in his suit. Having been covered head to foot in blood more times in the past several hours than he cared to admit, the foul smell of death had soaked into his RIG.

Had Tails known that he was going to be cutting so many things, he would have brought a spare battery, but the closest ones that he knew about were back in his ship, a trip that out of the question at this point.

Stepping over the corpse at his feet, the kit continued towards the elevator at the end of the hall. Palming the panel, the doors opened after announcing their presence with a mild gong. Cautiously the two-tailed fox stepped inside, remembering less than favorably his last entrance into one of the ship's lifts. It was empty as best he could tell and still in working order to make things just a little better.

Slowly, hydraulics kicked in and began to move him upwards towards the upper decks.

"Tails," a female voice giggled as the lights flickered. "Where are you going?"

Every strand of fur on his body was standing on end, fighting to get out of the confines of his RIG suit. Spinning in endless circle he looked for the source of the noise, which seemed to originate from everywhere and nowhere.

"Cosmo?" the kit asked again, unmistakably recognizing her laugh.

"Tails, what are you doing here?"

"Stop!" he screamed at the top of his lungs, forcing his paws into the place where his ears would have been if his helmet was not there.

Almost immediately the elevator grinded to a halt, throwing him to the ground and plunging the cabin into darkness. His cry of desperation had worked far too well for his liking. The voice was gone, but so was the power to the lift.

Crawling over to the patch panel, the kit fumbled for a latch in hopes that he could get the thing up and running again. However, before he could find his concentration, the sound of metal on metal shattered what little sense of calm remained in him. Raising his empty weapon to greet his next foe, he watched helplessly as the door was pried open.

"Look's like you're empty there, chief," the stranger quipped, taking note of the glowing '0' being projected into the space adjacent to his weapon.

Whoever she was, the woman had managed to find military grade armor, the kind they fought wars in. It was the type of stuff that could take a beating and still have a show room shine at the end of the day. Not unlike his however, the entirety of her suit was covered in a crimson hue.

"I'm a little lost," he admitted.

More than anything he was relieved to see another living person. Reaching down, the soldier offered him a hand up, "What are you do'n down there small stuff?"

Joining her at her full height, Tails was rather surprised to find his newest friend only rose above him by a mere inch.

"Mobian?" the two-tailed fox asked in surprise.

One of her gloved hands reached for the helmet release, and when it folded out of the way, Tails was hardly able to contain the look of shock on his face. Flowing red hair erupted from the space behind her mask, only to be outdone by the brilliance of her fur.

"What do you think, sweetie?"

He was speechless, in part because of her looks, but also the fact that she was alive. A Mobian of her size was not exactly the first person he expected to find.

"No time for a staring contest," she continued, "it's best to keep moving if you enjoy breathing."

"Right," he answered having almost no experience in this type of scenario himself.

"And you might want to think about recharging that thing," the vixen suggested after shoving something into his chest.

Looking down, Tails found a new High Energy Cell in his hand. The tiny batteries had enough voltage, when used with the right tools, to superheat the air and create an arc of plasma that would cut any known surface.

"Thanks," the kit managed as he popped in the new battery. "But what about you…" he began to ask before trailing off when the red fox shouldered a full size plasma riffle.

It was the kind a larger and taller human would use. They packed more of a punch then the smaller variants designed for Mobians, but were often unusable because of their size.

"I'll be just fine," she smiled wielding the weapon with ease, "have been for days."

"Days!?" the kit blurted out. "How long has this been going on?"

"A week or so," the velvet vixen responded before peering around a corner with a tactful glance.

Her training was obvious; she wasn't some run of the mill ship worker. Strong and knowledgeable enough to wield weaponry meant for large-scale assaults while wearing armor designed for unending conflicts, it was obvious the vixen had a colorful background.

"Military," the two-tailed fox suggested as he followed along side her more casually now.

"Used to be before I jumped on this floating morgue," she joked. "They needed someone to head up security. Pay was good and it seemed like an uneventful way to spend a couple of years."

Tails snorted a small chuckle at her misfortune despite knowing Cosmo was facing that very same misfortune. He tried to hide it when the vixen shot a glance at him, but it was well past pointless.

"Don't worry, I have had a good laugh or two myself. Irony is irony, after all. What about you?" the soldier asked while checking another hallway. "What brought you aboard the Ishimura?"

"I'm here to fix it," the kit replied knowing that would sound even more hilarious in comparison, "just arrived a couple of hours ago."

As expected a grin wove its way across her face, but the vixen's concentration didn't waver, "And how's that going?" she asked without missing a beat.

"I'm still alive," he pointed out.

Her smile grew, "Which means you're probably smarter than you look."

"Where is everyone?" Tails finally asked.

The stare she gave him seemed to suggest that she wanted to take back her previous statement, "do I really need to answer that?"

She hasn't thought this through. The answer, regardless of whether she knew or not, scared him.

"How many people were on this ship?"

"A little over ten thousand."

"I have - errr… seen," he decided on, not wanting to admit to his wrong doings, even in the face of self-preservation, "six of what I presume were some of them. How man have you… seen?"

"A couple hundred at the most, what's your point…" and then she froze realizing almost immediately what he was talking about. "I… I don't know," she admitted as her voice broke in fear for the first time. "For days there was nothing but screaming as those things cut people down one by one, but then, almost overnight it grew quiet, the kind of quiet that makes you sick and your fur stand on end."

The prospect of easily nine thousand souls mindlessly roaming the ship with instincts to kill was not an attractive one. A vessel with a population of this size meant they should have been tripping over bodies or fighting at every corner, yet there was no one and nothing to be found.

"What about the bodies? I still don't think I have seen one."

Finally the vixen stopped and lowered her weapon, "That's because there aren't any. It's like you said, they are them. I have watched a handful of the crew turn into… whatever they are. It's not pretty, trust me."

"And then they disappear?"

"And then they disappear," she confirmed, "…until of course they can find a time that is less than convenient for you."

Picking up her rifle she turned with no hurry and aimed just over his shoulder. The blast of plasma round so close to his head set his ears ringing, even through his helmet. A not so sweet and sticky liquid covered the back of his suit, adding to the gore he touted like an undesired trophy.

"They can be sneaky too," she added, "silent as a whisper until they're on top of you."

Another one of the walking types had gotten with just two steps of him, its head now turned inside out by one of the red fox's high compression plasma round.

"I don't believe I ever caught your name," the kit squeaked hoping to thank her more personally.

"That's because I never mentioned it," the vixen replied right before she doubled over in pain.

"Are you okay?" he asked as she growled in discomfort.

"Stop it! Just stop it!" the red fox shouted in a blood-curdling scream.

Tails stepped backwards, unsure of what to do. Is she turning into one of those things!?

"I know you're not real!" she screamed still wrestling with the thoughts going through her head.

"I assure you that I am…" Tails attempted to argue, knowing full well it might not matter given the vixen's questionable state of sanity.

"I know you are," she replied through a deep breath, trying to regain her composure. "The name is Fiona." A few deep breaths later she continued, "You're going to have to excuse my little episode."

"Voices in your head?" the two-tailed joked half-heartedly.

At once she grabbed him by the collar, pulling him in close for a good view of her growl, "do you hear them?"

Even through his steel plated mask he was afraid of the vixen's fangs, which seemed to grow longer by the second. Slowly, he reached up to his own helmet and found the release. Tails watched in the reflection of her eyes as his own sandy orange fur came into view. Slowly the red fox's anger melted as she realized they were even less different than she originally suspected.

"There's definitely something off about this place," he answered, sill too nervous to begin questioning his own lucidity.

Her paws loosened as she saw the honesty in his eyes.

"The Med Bay is around the corner," the vixen said, resuming her focus on the task at hand.

"Uhh…" the kit hesitated, "Isn't that the last place we would want to go?"

"You're a tech," she answered, "what do we need if we want to stand a chance of getting off this thing alive?"

"The captain's authorization codes," he admitted reluctantly, not liking where this was going already. "but what exactly is he doing there?"

"What do you think?" she growled in response.

"If he's dead, how do you know he didn't turn into one of those things and wander off?"

"I don't."

Tails stopped walking, his body unwilling to walk into what could likely be the epicenter of this entire event. It didn't take her long to notice she had lost her companion.

"Are you coming, or are you too scared?"

Yes I am scared, aren't you?

"You realize that this is probably where everything began, there could be hundreds of them there, just waiting."

"I doubt it," she admitted. "I am pretty sure whatever is causing this has to do with the thing those Unitologist found on the planet."

That's the second time someone has mentioned them. What are those crazy people up to all the way out here?

"What did they find?" Tails asked with a sigh before joining her side again.

"Beats me. That quack, what's his name?" Fiona asked rhetorically, snapping the fingers on her free hand as if it might jog her memory.

"Dr. Ivo Robotnik?" the two-tailed fox suggested.

"That's him," she continued, "he was talking up something called the Marker. Stuff started getting all types of weird as soon as he brought it on the ship. Dozens of people a day were having psychotic episodes, literally losing their minds, humans and Mobians alike."

Speaking of questionably sane people, Robotnik took home the grand prize. He was constantly babbling to his followers about the power of unity, a force that would bind them all together in some type of final utopian form. The man was crazy, a self declared cleric, and it wasn't in any way a surprise to find out that one of his experiments at unifying all the world's species and races had gone so wrong.

"And where is the Marker now?"

"Cargo hold, I think. Why?"

"If I had to guess, that's what we need to stay away from."

"See," she assured him, "nothing to be scared of up here then."

Except there was. While she didn't think of these morphed creatures as a threat, they were. Those things killed everyone on this ship. But perhaps she had gone numb to fear and remorse. After so much senseless death, Tails could only assume he would do the same.

Fiona motioned for him to follow her into one of the abandoned medical bays and he would have had the door not snapped shut separating the two of them. The kit pawed at the panel, but the controls were totally offline.

He walked over to the window adjacent the door, shrugging his shoulders, "There's no power, it's stuck in place. I could probably cut it open though."

"No, save the energy, you will need it," the vixen replied loudly through the blast proof glass. "This type of thing is pretty normal."

"Normal?"

"You said it yourself, there is something a little off about this place."

He had meant that in a reassuring way, so that she didn't feel alone in her peril. A door snapping shut on its own at an oddly convenient time was a different story. Whatever this was went beyond anything the kit had seen.

"What should I do?" Tails asked, hiding the fear in his voice as best he could.

"Look around, see if you can find the captain and his access code, I'll find another way out and meet up with you."

"… but my radio isn't working."

The vixen rolled her eyes, clearly aware of the situation, "I don't think anyone's is."

That bothered the two-tailed fox. It almost appeared as if someone was jamming the signals. Before he could turn to leave, Fiona tapped on the glass to get his attention one more time, pointing gently behind him while wearing her now strangely familiar grin, "don't suppose that will help at all."

The dimly lit sign glowed prominently against the bleakness. "An engineering room," he nearly gasped aloud after following the direction of her outstretched finger. It would have all the spare equipment and power cells he could possibly need.

By no means is this an example of my best work, but I did want to keep the story moving for all of you. Plus, this is kind of fun, I have never written a cross over before. Let me know what other characters you want making an appearance.

As always, comments, criticism, critiques and whatever else anyone has to offer are more than welcomed.

Cheers,

M.D