A/N: Hello everyone, welcome to a new story, but this time for Sonic the Hedgehog. Before reading, please keep in mind, I have not really been into the series and have not delved into the lore except for playing a few games when I was a kid. So, my knowledge of Sonic is a bit foggy, I'm going to try my best to get this down.

Hope you enjoy, review, and have fun with it! Warning - this story is going to take on a new level of darkness. So, expect more adult content.

Chapter 1

Paranoia

Eggman knelt over the grease-stained keyboard that lied beneath his fat fingers. Mustache drooped and covered in food as well. His exhausted eyes strained beneath his goggles while straining to read the information on the master computer. Information he has been grueling over for months, maybe even years, he was not sure. But however long it was, it was long enough to drive anyone mad.

"You little blue pest…" he hissed, staring a small image of the little navy colored rodent propped on the screen next to the paragraphs of information. "Every move I make, every plan forged, and you mess it up. You, your little flunkies, everything… you ruin everything…!"

He swung his hand and knocked over several glass cups of soda off the counter next to him. All shattered onto the floor as he shot up and kicked his chair right off his wheels. The longer his mind recalled every event Sonic snatched away his victory made his stomach boil up. So much heat burned inside he thought he was about to crack.

"I've had enough," he marched over another set of computers a little more clean in nature. Fingers dancing over the keyboard, a new black diagram emerged from the corner of the screen. Eggman's scowl shifted to a look of sheer vengeance as different formulas he could never solve before were now completed.

"This time, your defeat will be unavoidable my little blue pest, but not just your demise… but the death of every one of your little friends to!"

The screen started to glow blue, turning his face into a matching hue.

"Five years, four months, three days, and six hours I spent on this. But the exhaustion and frustration will soon be worth it."

Eggman stepped away from the computer and sauntered over an isolated walk way. He walked all the way till entering the next room filled with all sorts of test tubes filled with grainy white liquids. Every tank had a cross painted on it till he got to the last one lying alone at the very end of the room. A light shined on this lone tank as Eggman towered over it, hands rubbing together in barely contained excitement. A strangely shaped object lie just beneath his vision hidden behind the black glass.

"The powers of his friends, strength, flight, and even speed… all forged into one. You will not survive this time, my little blue pest. Not you, not anyone! When this weapon is released, there'll be no stopping the terror that'll be unleashed!"

Till a loud red flaring beep alerted Eggman, knocking him out of his moment of joy. Angrily snapping his eyes to a different monitor hooked up to the lone tank. His eyes widen when a report flared up over the screen, showing a heart beat that moved slower and slower till there was almost no beat.

"Dang it, except the one problem…!" grabbing some nearby tongs, he pressed them together, emitting large sparks. "You will not die, I spent to long forging you to fail now!"

Stabbing the tongs' teeth into the tank's pipes, electricity surged through the water. Smoke rose from the glass' cracks. Shaking the life form trapped within like it was having a seizure. The volt levels raised even higher the harder Eggman pressed the metal tacks into tank. His heart beating out of his chest until the heart readings came back online. He sighed in relief and dropped the metal teeth, leaning against the tank with a hand whipping away strands of sweat.

"How many of these scares you're going to give I am not sure… but long as you do your job. Your short lifespan matters little to me."

He smirked once more at the tank before turning his back to it.

- Midnight -

Eggman's lair was shrouded in black, its owner dead asleep in his bed.

Back within his work room, movement started shifting in the lone tank. Reddish pink eyes glowed through the black glass. A hand with long curved silver claws began to claw at the glass, scratching its surface. The glass started to crack when more pressure was applied. White luminous colored fur glowed the harder the creature pushed against the tank. Snarling at the weakness of its limbs, unable to apply more pressure before retracting its hand in defeat. Pink fingers lined with the white spinney fur flexed into an angry fist.

The toxins being injected into its body left the creature feeling weak and very sedated. Unable to keep its eyes open any longer, it drifted back to a state of deep slumber. Anger burning in the chest that contained a barely living heart.

- With Sonic -

A blue blur shot beneath the moonlight, leaving a long line of foot prints lodged deep into the green grass. Sonic, with eyes narrowed in deep determination, dodged through every tree that came his way. Not taking a moment to slow down except when needing a breath but was quick to jump right back into full speed.

"Phew!" he slid to a stop by a river to cup some water in his hand to drink. Then splashing the liquids on his face after his thirst was quenched. "Perfect night for race, even if I'm doing it solo." Sonic intertwined his fingers to pop them and then stretched his legs to loosen the joints up. Then he began to jump and job in place, trying to keep his energy up as he was not quite ready to quit.

Just before he could run again, a branch snapping alerted his left ear. Quickly facing the only bush shaking up a storm, Sonic narrowed his eyes. Grabbing a nearby stick, he tip toed in noise's direction. Once close enough, he pressed the wood into the bushes. Trying to poke whatever was hiding out into the open. Until a rabbit darting out almost gave him a near heart attack.

"Woah!" Sonic gripped his chest and tossed the stick away. "Almost gave me a heart attack little guy," he laughed kindly while watching the hare hope away. Its fast pace reminding the hedgehog it was time to get back to his midnight dash.

"Alright, back to business!" As he re-lined himself up, something rammed the back of his head hard enough to send him face first into the dirt. Sonic barely had time to look up before a red and white shoe nailed him right in the face. The force, once again, sending the hedgehog right against a tree. His quills jamming into the wood and locking him into the place.

"Hey, faker," came a deep edgy voice that sounded all to familiar. Sonic groaned while rubbing the black eye that already started to form.

"Well well, if it isn't the Edgehog Shadow!" Sonic ripped himself free of the tree's thick bark. "To what do I owe this major inconvenience?"

Shadow stepped in front of him, watching as Sonic tried to pull left over bark off his blue spines. His red eyes narrowed in their usual grumpy look he always wore.

"You apparently forgot this is an area I regularly traverse, so I'm not exactly thrilled to see you in my path. Just thought I'd send ya little friendly reminder."

Once the last piece of bark was yanked out, Sonic yodeled a smug laugh while shifting into a battle stance.

"Pretty cowardly to attack someone whose not paying attention," blue electricity started to gather around his quills. Turning his eyes into a neon blue at the power beginning to exert itself through his body. "How about a re-match…?"

Hmph'ing at the blue dimwits attempt to appear tough, Shadow also slid into an attack stance. Eyes intently on his arch-rival till they shot forward and slammed together. Their black and blue quills scrapping against the other as they passed. Both slid to a stop, turned to face the other again, and made another mad dash. The signature glow of their powers crackling together upon the second collision. More energy raced up to the sky the harder the impact became.

The third impact sent a huge shockwave that almost knocked the nearest ring of trees down. Both hedgehogs went flopping into the ground. Both their quills messy and out of place with exhausted sweat pouring from their brows.

Sonic hid this exhaustion with a sassy laugh. "My my, looking tire already, huh grandpa!"

Shadows' scowl deepened as he forced himself up.

"A riot coming from a young arrogant copy cat." He snorted while crossing his arms.

"Hey, I had a good run before this, so of course I'm going to be a little winded!" Sonic popped his shoulders, trying to look ready for another blow, till his wobbly knees almost caused him to collapse. Shadow took immediate notice and sighed.

"Can you really not even stand to face me properly?"

Sonic growled and sat down, not even caring to hide his tiredness anymore. "Seriously, you attack me just because I'm in your regularly travelled area? Talk about being over dramatic miss drama queen."

Shadow squinted his eyes and jabbed a finger to his look-alike.

"This was just returning the favor from the last battle you think you had won." He tried his best to sound sarcastic.

"Only drama queens hold grudges." Sonic snickered.

"Shut the hell up, now tell me what you're up to." Shadow took a step forward, readying to attack again. "You and I both know I could care less where you go or what battles you think you won. I saw you looming nearby, so best explain why you were spying on me before I beat the answer out of you."

"The heck you talking about? I don't spy on no one, and even if I did, it certainly wouldn't be you." Sonic smirked and spoke even louder. "All you do is sulk and act grumpy, like anyone would need to spy on you when you do the same thing every day! Hahaha!"

Quills twitching, Shadow shook his head and turned his back to the laughing joker. "Well, in case you were, stop doing it. Or next time I'll break both your legs." Kneeling down, the flames of his shoes began to spray from their thrusters. "See you around, ya blue annoyance."

With the final insult, the black hedgehog disappeared into the bushes. Sonic dusted his arms off and jumped back into a standing position. The bruises left all over his fight no doubt was going to hurt in the morning.

"Geez, would think a guy would learn a little patience after all these years. Besides, why on earth would he think I'm spying on him? I don't even care enough to do that," Sonic sighed and looked in the direction Shadow vanished in. "Think you're really starting to lose touch with reality, Shadow."

Clapping his hands together, he went back to doing a series of small jumps to resume his warm up. "Oh well, not my problem, back to what I was doing."

Right before Sonic could take a starting step, a yellow blur landed in front of him. Being none other then Tails, with his signature two tail-limbs flying like a helicopter blade. The fox's eyes looked a bit panicked as he got the hedgehog by his arm to prevent him from running.

"Sonic! Are you okay? I saw Shadow run in the opposite direction and…"

"Woah woah, chill out Tails," Sonic shushed him with a thumb. "Breathe in, now tell me, what is going on? Was it you spying on Shadow?"

"I wasn't spying on Shadow, I was trying to find you, its dark, I thought he was you for a second till I realized it wasn't. B-but that's not why I'm here, my scanners picked up on enemies nearby so I came to get you!"

"Tails, I can handle myself, just turned nineteen after all," he winked nonchalantly to cool his friend down. "But I've been running this side of the mountain for areas, I didn't see nothing."

"Are you sure?" Tails glanced down to his scanner again, uncertainty written all over his face. "Maybe this stupid thing is jammed again…"

"Well, Eggman has been very quiet for a long time, could just be paranoia. Not to say you're not the only one feeling it." Sonic struggled to keep his strong grin in place to maintain the air of optimism.

Tails didn't seem to buy this facade completely but chose not to question it and nodded with firm agreement.

"I-I think we just need to get Eggman off our minds, even Shadow seems to be more on edge then usual, and that's saying something."

"Yea I know, he thought I was spying on him and felt the need to kick my brains out!" Sonic laughed while patting Tail's head. "Does not matter, I was just about to head home anyways. Got anything good to eat?"

"Oh yes, Knuckles actually made us some sandwiches!"

Sonic paused and gave the little young fox a strange stair. "Knuckles… cooking? Yea, ever since we all roomed together I've never seen him touch a stove… like ever."

"You don't need to touch a stove to make sandwiches. But he's feeling proud of it so best hurry before he eats them all!"

Sonic busted a gut and gave the young genius a big sparkly white grin.

"You got it, best be off! Race ya home!" He disappeared in a blur before Tais could even react.

The fox stood left out in the dust, eyes wide before spinning his double tailed limbs and took to the air.

"No fair, you didn't say go!"

A/N: So, there is no confusion, this is based on Sonic 3D game cut scenes but tied in with some features of the live action movie. Everyone is aged up by 5 years, and Sonic is roommates with Knuckles and Tails. Hope you enjoyed it, stay tune for chapter 2.