" Alright, so here's the plan." Shadow Started as he communicated to the entire room. They had successfully gotten all of the refugees to Restoration HQ alpha. With that mission completed, Shadow called for all the heroes and remaining Restoration fighters to meet him in the radio room.

" Thanks to intel from Tangle and Whisper, we know that a significant fighting force is heading Towards Night Carnival zone. Now some of you might not know, but Night Carnival zone is relatively close to Central City. If my guess is correct. Eggman's mercenaries are heading there to support their offensive of the city. We can't let that happen." Shadow explained.

" So what's our move?" Rouge asked standing near the black hedgehog.

"Simple, the Restoration fighters set up north from the zone and prepare for the worst." He answered." As for us-" he continued directing it towards his friends." We head into the zone and disrupt the Eggman's forces as best as we can. If we fight hard enough, we may be able to stop it completely."As the group looked at one another for confirmation, they agreed.

As the ten or so fighter hopped into their transport vehicle and the sonic heroes climbed into the Earthquake the heroes made their way towards Night Carnival zone

Meanwhile, on the road, Amy, Silver, Gemerl and Cream are making their way towards the Night Carnival zone as well, not for the same reason however. After a couple minutes of high speed running, they see the lights of the main city over the horizon." You're sure we're going the right way?" Amy asked, something about the impending city giving her a bad vibe." It's better then nothing. From what you've said, this place shouldn't be a big target." Silver reassured looking towards Amy.

Looking back ahead he could see the skyline slowly begin to form as they got closer and closer to their Destination, just as they had predicted their was no Eggman troops visible, at least for now. As they run past the first couple buildings they can see several civilians littering the streets.

" Hey Gemerl. How many people are here?" Amy asked the crippled robot.

He took a couple seconds to respond.

" At least a couple thousand." His voice said with a fracture." Looks like we weren't the only ones that thought coming here was a good idea."

" What, are you gonna pat yourself on the back for that?" Amy said. Silver rolled his eyes.

Their attention was caught by a resistance member ahead of them. His arms waved in the air, gesturing them over. The heroes came to a stop.

" Glad you guys made it. There's quite the civilian presence here so we need your guys help." He said looking towards the other Restoration fighters." We're happy to help!" Amy said and much said, the heroes got to work moving the civilians out of the city.

Tangle and Whisper had made just reached the Zone, far away from the larger part to, but still near enough that they could see a Eggman's forces riding in on their helicopters, their were nearly hundreds of them making their way into the city. This was a problem however, not to Them anyway. As far as they knew there weren't any major Restoration forces so they wouldn't have to worry about any big battles. Right now, their goals was sabotage. By destroying supply lines and the like, the could buy Restoration some needed advantages.

" You sure you're ready?" Whisper asked, slightly nervous of the high risks their mission intails." I was born ready!" The lemur infused." Alright-" Whisper said before a loud explosion caught her attention. Looking ahead she could see the one of the helicopter burning seriously, it began to Spiral downward, they could see what looked like the pilots and passenger dive out, just in time.

It slammed into the ground with a fiery explosion. The two sat silent for a second." What happened?" Tangle asked, breaking the silence.

" Was it a missile?"

" No, it looked like it was struck by lightning or something!"

" That makes no sense, it's clear out-"

" I know, but that's what it looked like!"

The looked back forward again. The helicopters side guns had begun to open fire on something. Much to shock of the wolf it was as Tangle had siad. What looked like a bolt of lightning jumped out of one the helicopters and began to slam into several helicopter. It ran into with a bang, the helicopter blasting into an explosion, the then zigged backwards into another, causing another explosion.

" Who is that?"

" I'm not sure, but they're definitely not Restoration."

" Is it that Starline guy?"

" Possibly."

"Well, that isn't stopping our mission!"

" If you say so."

And with that the duo continued to make their way into the city, watching as the unknown speedster continued detonated helicopters.

An hour had passed since Amy and friends had got to the Zone and now, Restoration has arrived, while the regular fighters stopped to set up shop, Team Dark, Sonic and Chaotix continued for the centre of the Carnival. The lights of buildings shimmering into the cloudy sky. Lanolin watched the heroes ride into the city. She grinned slightly. While she knew that they most likely wouldn't die, the prospect of her hard work paying off in Sonic and friends paying off in them suffering, even if it for a breath moment fueled her than any meal.

She had misinformed and misdirected Shadow, while there was a sizable fighting force on its way, unfortunately for her, sending them in by themselves was mostly so they couldn't interrupt the next part of the plan.She stretched her arms forward, this next part was going to be ruff, but it's not like she couldn't handle it.

" Ma'am?" a fighter asked. Lanolin turned.

" Yes?"

" What do we do now? I mean your technically the highest rank here." He said a little worried." Well, patrolling the area would be a good start. Make sure no one tries to flank us."

" Yes ma'am." He said. Walking back towards the camp with the fighter she took a second to admire the others settings up the fortifications. It definitely interesting to watch, even though she knew it wouldn't save her.

Just then, the calm was shattered like a glass plate to concrete.

" Contact left! Contact left!" A fighter screamed before opening fire with his rifle. Many others soon followed as streak of lightening sped ahead of them. Pretending to be in shock Lanolin raced for cover. Peaking over it was none other Surge. The tenrec slammed into fighter after fighter sending them flying across the camp. One landed right in front of Lan. Grabbing him by the arm she dragged him towards the her into the cover.

It was the same fighter that just talked to her.

" Are you Okay?" She asked. There was no concern in her voice. The Fighter took a few seconds to cough up blood." Get- get out of here! Save yourself-" is all he could say before being interrupted by their cover being lifted upwards by tentacles made of water. It was Kit.

"Found her." The young fox said ominously before throwing the concrete medium they were hiding next to. Within seconds Surge was right in front of her." Greetings, Miss Sheep." Surge said, a slight grin visible.

" What do you want?"

" What do I want? Well that's obvious?"

" What do you want me for?"

Surge grabbed the sheep by the neck.

" Don't worry, you can ask all the questions you want with Dr.Starline."

The Tenrec gestured to Kit." We got what we came for, let's go!" And with that the two races off. Despite the counter fire of the Restoration Fighters.

Back with Amy and her crew, they were in quite the predicament.

" Look out!" Silver yelled from his cover. Amy quickly ducked, watching as a rocket flew above her, where her head was seconds before. Eggman's forces had begun their assault on the Carnival Night Zone. While Gemerl, Silver and Amy, along with the Restoration were able to get a few civilians out, there were still thousands left and now they were under attack." What are we supposed to do?" Amy asked Silver, her voice bearly audible over for fight that was happening around them.

Looking back, the psychic searched for any objects that he could hurl at mercenaries. Finding a destroyed truck he channels his energy and catapults the truck towards them, slamming into the armed gunmen. This gave the heroes and Restoration fighters just enough time to push forward. As Amy,Silver and Gemerl dive into cover once more the growing sound of a large vehicle approaching grows. Looking back Amy could see the vehicle, a mixture of what seemed to Tails old mech and some tracked vehicle. As the vehicle quickly approached the hedgehog could see Sonic, Shadow, Rouge and several more of her friends jump out the vehicle.

The vehicle itself doesn't stop. As Tails races forward and slams it into the truck, sending it flinging forward once again. Scared and confused the Eggman Mercenaries ran back, trying to get into cover. The Restoration fighters take their chance rushing forward in mass and over running the Mercenaries positions. "Amy! Thank goodness!" Sonic said as ran up to take cover near her." Told you I'd be okay!" She said. Peaking over the cover she could see the sheer chaos that was unfolding ahead of them. The making sound of gunfire and the loud explosions assaulted their ears.

"Well! Let's not leave the Restoration fighters waiting!" Sonic said as he ran into the fray. Taking a deep breath and leaped over her cover and made dashed into the battle.

Tangle and Whisper could hear the sounds of the battle happening just on the other side of the city. While they weren't entirely sure as to why Restoration had decided to attack the city as they gave no instruction too, that wasn't on their mind. Sweeping the area Whisper was making sure that no one saw them planting makeshift landmines in the streets for any unexpecting Eggman convoy. They had been doing this for quite a while now setting at least 10 landmines on 10 different streets and so far they had been working well. They could already hear acouple of them detonated some poor mercenary tanks.

Whisper could once again hear another explosion. This was different though. It wasn't the usual high pitched sound of a plastic explosive going off, no this one was different." Tangle,Keep your eyes open! I think someone else is here destroying the back lines." Whisper notified the lemur, her focus steady. Once again another explosion could be heard, listening closely Whisper could an almost watery sound, as if a wave was smashing into the vehicles and setting them alight.

Soon a water tentacle flew ahead of her, slamming into another vehicle picking it up and hurling it towards their direction." Watch out!" Tangle exclaimed, abandoning the landmine and running for cover. Following the request Whisper jumped out the way, the vehicle slamming into the landmine, setting it off. This catches the attention of the individual, as the leak towards the street, Whisper could see a blue fox, his body high off the ground, lifted by blue water bursts. Apon seeing Whisper and Tangle his eyes light up a bright red.

"Uh oh-" Tangle exclaimed with incredibly worry.

" Look out!" Rouge exclaimed from Shadow's comunicator. Dodging left he avoided the knife of a mercenary. Punching him in the face, the merc collapsed to the ground. Grabbing the gun the man had dropped he pondered for a moment." Been a while since I used one of these." He said before slinging behind his back. Taping on his communicator he raised it up to his face.

" What's the status of the front?" He said looking around at and dodging gun fire.

" We're pushing pretty well, but I think we should pull back the Restoration forces here. They're taking heavy casualties!" Rouge said. Gesturing towards some Fighters nearby he tells them to fall back. Nodding the fighters ran as quickly as they could backwards.

" As for you?" Rouge asked." I'll wait for Omega. We should be able to handle these guys." Shadow reassured. Dashing around the corner of the destroyed building he was taking cover in, the hedgehog sped forward outrunning the aim of the mercenaries. As kicked them to and fro he could here the undeniable sound of panic and fear. Feelings that only one individual could sow so effectively.

As mini gun fire rinsed the buildings and the merc's went running, Omega landed near the hedgehog." Observation: multiple fleeing cowards retreating from to the left of us." The mecha said." Restoration had to fall back Omega. They weren't even supposed to be in this fight." Shadow clarified. Omega simply gazed at Shadow. Than he looked to the right of him." Contact right." He said. Rolling into cover Shadow could hear the gun fight ensue. The sounds were quickly drowned out by Omega's. Looking behind him Shadow could see more mercenaries coming." Contact back!"

Shadow alerted Omega, but he already had his hands full. Shadow quickly released that he was surrounded.

Sonic was racing through the zone, destroying Eggman supply trucks far behind the lines. As he bantered with the Mercenaries and wrecked their vehicles the sounds of a water swirling and slamming into buildings." Huh, that can't be good." The hedgehog said before running towards the sounds. As he dashed towards the sounds he hears the fimilar sounds of a wisp-rifle firing. A part if him couldn't believe, it had been so long since he'd seen the duo. While he didn't think they were dead, the thought that something horrible had happened to them had never left his mind.

After turning around the corner he quickly saw the head hunter and lemur barely dodging the water limbs slamming into the world around them.

Sonic saw the young fox in the middle, Kit his eyes raging red. Sonic looks back at Tangle and Whisper." Sonic!" The lemur emotes before ducking under a swift tentacle." Hey!" The hedgehog greeted before focusing back at Kit.

The fox's attack stopped as he glared at Sonic.

"You."

"Yes me, the one and-"

"Did I ask for you to continue?"

"Damn, you don't have to be so aggressive."

"You don't have to be so annoying."

"Man! your really killing my vibe."

"Great. Makes good practice for when I kill your friends."

And with that Kit rushed towards the 3 heroes.

" Come on lets go!" Amy said through gritted teeth as she ran down a back ally Gemerl, Rouge and Silver limping close behind. The shear amount of Eggman forces were overwhelming. How they were able to catch the Restoration forces off guard. Their offensive had completely shattered and now they falling like flies. Amy slowed to a stop, catching her breath.

"Well, that didn't go to plan!" She exclaimed. The group took a breather.

"Where did all of these mercenaries come from?" Silver questioned.

" This was a trap." Gemerl answered.

"But, how? Won't have Tangle and Whisper heard about this?"

"There connection to Eggman's radio frequency was very weak duo to the storm. We can't expect them to capture all of the information." Gemerl defended the duo. The group were distracted by the sound of an explosion in the background. Amy, leaning forward into the street to see what was happening sees a massive implosion of fire and smoke rising out of the group deep in the city. The explosion was so devastating that, shortly after a massive shock wave filled the air with dust. It knocked most of the group off their feet." What was that?"

Shadow quickly got off the ground and looked towards the explosion. It was a tank, or at least what was left of one. It's smoldering remains lighting up the dark streets of the Night Carnival Zone.

Looking a little more left he could see the Earthquake with Tails inside. As the Earthquake drove forward towards Shadow and Omega, Shadow could get a good view of what destroyed the tank.

Tails was able to mount a rocket propelled granede launcher onto the Earthquake and using his quick math was able to hit the tank in just the right location.

"Where did you find that thing?" Shadow asked relieved, but confused.

"Uh, a thank you would be nice." The fox joked. Shadow couldn't help, but grin. Turning around Shadow dove into cover as the the mercenaries on the other side of the street proceeded to fire on them." Well we aren't surrounded anymore, I'll show these guys the true power of the ultimate lifeform!"

The blast was enough to distract the blue fox long enough for Sonic to spin ball into the fox, sending him into a building and shortly disabling the fox.

Landing on the ground Sonic looked around for Tangle and Whisper. He saw them around the corner, taking cover behind a truck. While Sonic was busy with Kitsunami, a squad of mercenaries were able to sneak up and ambush them. Running around the corner he tries to help, but he feels a sting on his shoulder. Looking towards what he saw concerned him. It was a wound from a bullet. Turning around he finds a mercenary with a gun in his hands.

With great speed Sonic knocks the mercenaries away in the blink of an eye." Sonic! Are you okay?" Tangle asked in shock that the hedgehog had actually been struck and was injured.

"Yeah! It stings, but it ain't too bad. Turning around he saw that Whisper and Tangle had managed to take out the mercenaries." We have to get out of here." Whisper said jumping over the cover and dashing down the street, Tangle following close behind. Sonic was a out to follow them, but he was knocked to the ground by a surge of water.

Turning around he saw Kit back up in the air." Huh, guess that first beat down didn't teach you a lesson-" Sonic said confidently before once again getting hit by another blast of water." I don't have time for your mocking!" And with that Kitsunami charged towards Sonic.

Struggling to dodge his attacks Sonic hears the sound of a wisp-rifle firing. It slammed into Kit, stunning him for a moment. Tangle and Whisper ran up to aid Sonic.

" Huh? I thought you guys were gone!"

"What do you take us for cowards? We aren't gonna let you go down like that!"

Tangle reassured. She raised her fists.

Looking back at the fox, Sonic grinned.

"Well, time for round 2!"

The battle of Night Carnival was a long one. The Restoration wasn't prepared for the battle, even with the help of Sonic and crew. After pulling back most of their forces. Shadow called for the rest of the heroes to gather at the bridge in the middle of Carnival Night Zone.

Shadow, Tails and Omega had already made it to the bridge. The battle had all, but left it in ruins, it was a shock that it was still up in the first place. Looking out to the horizon he can see how much damage the fight has caused.

A massive fire spread over the mountain, flames climbed to the top of buildings, Eggman helicopters flying low as to avoid the clouds. It disgusted Shadow, while he knew the doctor was insane he never thought that he would snoop this low. Although he shouldn't have been surprised. What else could he have expected from the mad doctor.

Tails was still in the Earthquake watching the horizon as well.

" How did it come to this?" Shadow began.

"So many people... lost to the flame."

Shadow turned around to face Tails. The two stared at each other.

"What do you plan to do after this?"

Shadow asked." After what?" Tails asked confused.

" Eggman isn't making it out of this war, at least not as a free man. When we capture him. What do you plan to do after that?"

Tails pondered for a moment." I always wanted to start my own tech company. Actually make money from my inventions. Though I doubt Eggman would be the last big threat we'll have to deal with." Tails answered honestly.

" Why are asking me this?" The fox asked." I'm just curious." Shadow said turning to face the horizon again." I never really had a plan about what I want to do. Chances are I'll out live any foes I may encounter."

"Well, you can still do something. Like... open a gun range or something." Tails said trying his best to hold a conversation with Shadow despite his little knowledge on the hedgehogs interests. Shadow chuckled." Yeah, maybe." Omega looked down the bridge. The sound of gunfire rang out nearby." Observation: your allies are almost here."

Shadow loomed over at Omega." About time."

Soon the pastel coloured heroes ran towards them before sliding to a stop. Amy, Gemerl and Silver had made it. Shadow looked around for Rouge, but she wasn't with them." Where's Rouge?"

"The bat decided to fall back with the rest of Fighters." Gemerl answered." Wait. Where's Sonic?" Amy asked." No clue, law I saw him he charged down into the city to help Tangle and Whisper."

" whatever, he isn't necessary, look. This battle is getting us nowhere, we're already in a stalemate and we need to get out of it." Shadow said before pointing to the helicopter convey that continues to flood into the city." See those? They're the main supply line to Eggman's mercenaries."

"If we cut it off, they'll have to fall back." Silver concluded Shadow's plan.

"That's right. Now, follow me!" Shadow Saif before dashing off, the rest of the heroes falling close behind.

Sonic's battle with Kitsunami was a surprisingly difficult, the bullet wound on his arm was seriously throwing him off. Still though, him, Tangle and Whisper had to take him down, considering he didn't want to back off. As the three heroes rush up a steep road they took a few pot shots at Kit, to no avail. Soon the road dipped back down and they gained incredible speed. Kit slashed, splashed and bashed, trying his best to hit the three, however thanks to their skills they are able to dodge and avoid his attacks.

One could.es slamming down onto the road nearly causing it to shattered." It's about to fall apart!" Tnagle yelled nearly loosing her balance. Sonic thought about what to do and an idea came into his mind." On my say, jump onto that roof!" Sonic said pointing to the several buildings nearby. The three continued to dodge and weaver, Kits attacks getting closer and closer until he once got ready slam onto the road hard. Just as the water limbs began to slam into the ground Sonic yelled.

" Now!"

The road shattered.

Sonic landed onto the roof hard. Looking off to the edge, he could see Tangle's hand grabbing on. Running over to it he could see that Whisper was hanging onto Tangles Tail. The road had completely opened up, leaving a giant pit into the sewers below. Pulling hard Sonic slowly pulled the duo up.

"Thank Mobius!" Tangle said after pulling Whisper up with her Tail." Quick thinking." Whisper complimented as she tried to get her barings.

" Well, no that he's gone. What do we do?" Tangle said still catching her breath." We gotta find the others." Sonic said before looking towards his wound. The landing had made it worse. It hurt, but he wouldn't let it slow him down. Standing up he looks around." Do any of you guys have contact with them?"

"No, we lost the radio during the fight." Whisper said walking towards the hedgehog." But, I did see Silver flying thar way." Whisper said pointing far off."

"At least I think it was him."

"Well, we know where we're going." Sonic said hyping himself up, but then he fell to the ground slowly. He groaned "Uh, you guys go up ahead. I'll catch up with you." Sonic said holding his deterating shoulder." What, no! Your clearly not okay!" Tangle said walking up to Sonic. She gently grabbed his hand, moving it away from the wound. The wound itself didn't look good. Tangle gestured to Whisper. Walking up to the two she loomed over the them, taking a closer look she quickly spoke.

"We need to go back."

"No- no I'm fine-"

"Listen to me." Whisper's tone stiffened.

Sonic went silent." I know all to well how this goes. We're falling back." Whisper's words were firm. It filled sonic with both fear and remorse. Her words come from experience. She wasn't just angry, she was worried for him." Okay- okay. Your right." Sonic responded." I mean, they've got Silver. He should be more than enough to show those Eggman pawn what four." Sonic said putting on a smile." Yeah, so let's go."

Their was a peaceful silence behind the lines. An Eggman mercenary walked up to a truck, clipboard in hand. Raising his free arm he gestured the truck forward. Walking up to the tan hedgehog directing the vehicles was Trace." So, how's the supply line." She asked." Looking alright." Sabot answered quickly." I'm just glad we were able to find another regiment to group up with." He stated grateful. The two continued to chat for a bit before their radio began going off.

That was followed by an explosion. An explosion caused by the truck Sabot had just sent ahead." Oh shi-" is all Trace could say before getting kicked in the back of the head by Shadow." Woah! Woah! Woah-" Sabot panicked backing up and falling down." Hey, there's no need to be violent!" He begged. Looking around he could see that all of his fellow mercenaries scattering and opening fire on Shadow and the others.

What was once a peaceful operation had completely collapsed in on itself.

Shadow grabbed Sabot by the throat.

" where are these supplies coming from?" Shadow asked aggressively.

" I- I don't know!"

"That sounds like a lie."

"I'm serious! I just got here!"

Shadow squeezed Sabot's throught tighter." Hey Shadow!" Silver yelled at the black hedgehog.

" We found their leader!"

Shadow looked to Sabot, his face nearly turning blue." You're lucky." Shadow said before throwing him into a truck that was parked just behind him. Walking towards the commander, he was wearing a tuxedo with several metals on the blazer. His face was neutral, seemingly disappointed by their far from stellar defense preformed by his troops.

" He we go." He said preparing himself for Shadow and the crew's questions.

"What do you want to know?"

"Oh, no need to worry. We just need to know where your supply deposits are."

The commander pulled his lip." That's a pretty high ask."

" To bad." Amy budded in.

" Fine, I can show you where one of them is. You can find the rest from-" is all the commander could say before punched in the face. Landing on the ground ge could feel a foot stepping on his back." Tell us where they are!" Shadow demanded.

"Fine! Okay fine!" And with that Shadow and his friends had the location of the Eggman supply deposits. Since they were multiple it would take some time to fully destroy them all.

The battle for Night Carnival wasn't over just yet, but for now Sonic, his friends and the Restoration will fight until they are the true peace keepers of this Earth.