A/N: …I knew I said I'd get a chapter out sooner then this, but I've been sick for the past week…and still am! -_- But, we had a SNOW DAY! AAAAAAAAAHAHAHAHAHA! So…this is what I did. ^^ I hope you enjoy it—I think it's one of my better chapters.

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Shadow sat in his chamber, casually tossing a Chaos Emerald in one hand as he fiddled with some buttons with the other. In connection with the buttons he was pressing was a carefully worked out surveillance system, monitoring his prisoners deep in the cellar below. He snorted as a picture of Sonic and Amy appeared on the screen. He hit the button, changing the picture as his face contorted in disgust. That was one thing he didn't need—love.

"What a pointless distraction," he murmured, stroking the prized jewel with an affection almost as strong as the aforementioned emotion. "One doesn't need love for power." He turned to the monitor, which, in spite of his previous reaction, had returned to the picture of Sonic and Amy.

"In fact," he sneered, flicking off the monitor angrily. "I find that loves just gets in the way." He turned towards the window, looking out into the cloudless, moonlit night. The stars shone, glistening—diamonds in a velvet case of indigo—in their own way contributing to the strange brightness this night had. The ground was cast with a pale white light, and if Shadow had not been so dark even he might have found salvation in it.

"You're still out there," he muttered, his eyes, blazing crimson, burning a hole into the night with their heat. "Stupid fox…don't think you'll ever be powerful enough to conquer me." He let out a humorless chuckle, fingering the stone once more.

"As a matter of fact, you might as well give up the search now, Miles." He said his name mockingly, almost as an insult. "Not even that dead broad Tikal will be able to help you. I'll make sure of it."

He grinned and thrust the Emerald into the air, as a bright light engulfed him from head to foot, causing him to rise into the air as well.

"Chaos…CONTROL!" he cried, and with that, he was gone into the night.

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Tails lay awake, not wanting to fall asleep. When he slept, the dreams came back. Sometimes, the dreams were good. They had been last night…all about he and Rouge…

Sometimes, however…

He didn't want to have another dream like the others he had been having ever since he had been out on his own. The flashbacks. The evil face of Shadow, clouding over the horizon, engulfing everything. His own screams of terror as he woke up, sweat-soaked and shaking, trying to forget…

He looked at the two girls sleeping on either side of him. Arielle had grabbed one of his tails in her slumber and was now holding it as a child holds a teddy bear. Tikal had the other one wrapped about her lower body, where she had no clothes to cover her. He sighed, but couldn't help smiling a little. Maybe now that he had some company, he wouldn't have a problem, and he could just slip into the inky blackness of REM-less sleep…

He closed his eyes and leaned his head back on the soft floor of the forest, letting the hum of the crickets and the wind lull him to sleep.

And he soon found out how terribly wrong he was.

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"Tails! Hey, Tails!"

He opened his eyes, but was met with nothing but blackness. He turned in the direction of the voice, moving towards it blindly.

"…Yeah? Who is that?"

A giggle sounded, this time, to the right of him. He whirled around, nearly loosing his balance. Holding out his two tails on either side of him, he started towards the new sound.

"Come on, please don't play games! Who's there?"

A spotlight suddenly shone down, illuminating the perfect form of Rouge some fifty feet away. She batted her eyelashes and smiled.

"Hey, Tails!" She beckoned for him to come over. He did so hastily.

"Oh, Rouge!" His arms flew around her, as did his tails. "Man, I had the strangest dream! I was so worried that it had actually happened…"

"What about?" Their eyes, turquoise on turquoise, met.

"Well, Shadow came back from the dead and like, took you away! He took Sonic and Knuckles, too! And then I was all alone out in the forest, until I came upon another seemingly dead person—Tikal—and this blue fox named Arielle and we got started on this crazy quest to take away the Chaos Emeralds and seal them up with Tikal along with Chaos forever—ow!"

Rouge's grip tightened on him, and he squirmed, trying to ignore the pressure.

"Rouge, I know that's a scary thing but please—" His eyes widened as he stared into Rouge's own. Once a bright blue like his, they were now a flaming red. He started to shriek, but her hand whipped around and covered his mouth.

"Shut up, fox!" Rouge started to change before him then, and soon the black form of Shadow was looming ominously in her place. Tails eyes nearly bugged. He tried to get away as Shadow leaned down, getting right up in his face, a sinister grin plastered there.

"How gullible you are," he stated, breathing hotly upon his cheek. "I can't believe with that simple disguise you would be fooled so easily."

"Well, how was I supposed to know?" Tails cried, naivete shining in his eyes. "It's not everyday someone dresses up as a nice girl and then turns into…YOU—"

"Oh, can it." He got even closer to him, nose touching nose. "You're so young…so inexperienced." He poked him lightly in the chest, scornfully. "You could never defeat me. And your precious "friends" will soon find that out…oh yes." Tails writhed in his grasp, struggling furiously to get out of the vice-like grip Shadow had him in.

"I can too!" Tails cried, in rebellion. "I can do anything I want! As long as I believe in myself—"

"Oh, will you QUIT that crap?" Shadow shoved him on the ground and then kicked him contemptuously.

"You'll NEVER be able to save her." He laughed evilly, the sound echoing through his brain.

"NEVER!"

"I CAN TOO! I CAN AND I WILL! I CAN…"

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Someone was shaking him.

"I can…I can too…" he muttered, still half asleep. The shaking continued, frantic.

"Tails, wake up!" a voice cried. "Come on, snap out of it!"

"I…I can…" He looked up, staring into the sea green eyes of Arielle. She was still shaking him, unaware that he was awake.

"Tails, please—"

"You can stop that now." Arielle blinked, and then really looked at him.

"…Oh, phew! You stopped!" She flung her arms around him. "Boy, was I worried! You were screaming in your sleep, and I didn't know what to do…"

So much for her hating my guts, Tails thought as he tolerated the unwanted hug, sitting up. He gave her a smile.

"It was nothing," he replied, reinforcing the smile. "Just a bad dream…that's all." Arielle cocked her head.

"You want to talk about it?"

I don't trust you enough, Tails thought, but answered aloud—"No…I'd rather not, if that's okay…" Arielle shrugged.

"Whatever!" she replied, and then turned away. "Well. I'll cook up something for breakfast then…" Tails nodded.

"Sure…"

God, I wish she didn't have a crush on me like this. It's bad enough that she likes me at all, but what's even worse is how I have to act with Tikal…god…I feel so unfaithful to Rouge…but dammit, we're not even dating…she didn't even say she liked me…and I didn't say anything to her…and she could be dead…

He closed his eyes, clenching his fists.

Oh god, why didn't I say anything? If she's dead…she'll never know how I felt about her…

He was roused back to his sense by a gentle poke. Arielle again.

"Um, Tails?" she asked, standing over him. "Are you sure you're okay? You look like you're about to cry or something." Tails growled, the fur on his neck bristling.

"I'm FINE," he snapped, through gritted teeth. "Just leave me alone." Arielle's eyes widen and she backed away a step or two, holding up her hands.

"All right, all right…fine!" Another step backwards. "Jeez…all I was trying to do was help…" Another step. "You big, furry meanie…"

"Just shut up." He turned his back on her, wrapping both of his tails around him. He could hear the scuffle of her footsteps as she stomped off into the surrounding forest, and he was already sorry he had treated her so badly. He really did need the company…

Going against his previous emotions, he got to his feet and started after her, following her trail.

"Arielle?"

"GO AWAY!" The harsh reply echoed throughout the early morning woodlands. Tails sighed.

"I wanted to apologize—"

"I don't want your stupid apology! You're mean, arrogant, and rude! Leave me alone!"

Another rebuttal. Tails swallowed his pride and took another step in the direction she was calling from.

"…If…if you come out…I'll let you kiss me."

Silence for a few seconds. Not for long, however. Arielle's furry face soon poked out in front of his own, a smile dancing on her lips.

"Really?" She batted her eyelashes and preened back her blue-green hair that was lying askew on her forehead. He nodded.

"Sure…and…I'm going to try to be nicer to you, too." Arielle rolled her eyes.

"I'm sure," she replied, nearly nose to nose with him now. "My kiss?" She closed her eyes and pursed her lips. Tails groaned inwardly—he could nearly see the hearts over her head.

"Here it comes." He leaned forward and pecked her lightly on the lips and then quickly drew away, making a mental note to eat some wintergreen later. Arielle's eyes fluttered open, and she let out a squeal of delight.

"YAY!" She flung her arms around him, bringing more unwanted contact. "You're the best fox in the whole world, Tails!" Tails squirmed, finally breaking free of her grasp, and trying to his embarrassment at the compliment.

"Thanks." He turned back towards where they had made camp for the night. "Come on…we have to get back. Tikal should be awake now, and we still have six more Emeralds to find…"

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Shadow sat back in his chambers, giggling like a schoolgirl. The invasion into that fox's dream has worked perfectly. He knew before that he had fear on his side. Now, more the ever, the emotion was coming in handy. He stared down at the jewel lying in his hand and grinned.

"That's on Emerald they'll never get," he chuckled, tossing it in the air and catching it again. "Over my dead body."

That's exactly what it was going to come down to.