"You guys awake?"

Rouge stirred, blinking sleepily. As she came to her senses, she wondered briefly where she was, then realized that she was still flying in the Tornado. Looking around, she saw Amy, still half-asleep, and Shadow, who looked as though he'd been up for quite a while.

Turning to Tails, she asked over the roar of the engine, "Have you been up all night?"

Tails turned, grinning. "Well... I put the Tornado on autopilot for a while. It's okay, I'm used to lack of sleep... it comes from traveling with Sonic."

Rouge nodded, not really taking in anything he was saying. "Uh-huh."

Amy yawned. "Where are we?"

"In the Tornado," Tails answered matter-of-factly. Rouge sighed.

"Well, then, where are we in relation to Sonic?!" she snapped.

"Oh!" Tails said, perking up slightly. "Well, I'd say..." he looked briefly at his laptop, "...we're just about there."

Rouge groaned. "Can that be any more vague?"

"Okay... about seventy more miles. Would you like me to go faster?" Tails asked.

"What do you think?" Rouge said flatly.

"Okay, fine..." Tails adjusted some of the controls...

Amy was sleepily rubbing her eyes when a sudden burst of wind hit her straight in the face. "Wah! Tails! Slow down!" she cried.

Tails looked back and realized that, perhaps, the others were not so used to some wind in the face as he was. Pressing a button, he watched as a clear, glass windshield extended from the back of the airplane and covered the passenger seats.

"Better?" Tails asked, not having to shout this time.

Amy nodded happily. "Thank you, Tails!"

Rouge tapped the windshield. "Genius, Tails."

Tails blushed. "It's nothing... the hard part was getting it to fold up so that it could be stored easily..."

Rouge grinned. "I'm telling you, kid, you're going to make a name for yourself someday." Tails laughed.

"Well, I'd better focus on rescuing Sonic before I think about being famous."

Amy gasped. "Oh... Sonic! I almost forgot! Oh..." Her normally happy eyes became shrouded in worry.

Rouge turned and tried to cheer the hedgehog girl up. "Don't worry. I'm sure Sonic knew what he was getting into when he went with them," she said, trying to be comforting. "He'll be all right."

Tails chimed in, "He's been in worse spots than this before. It's not like we're dealing with Eggman here."

Rouge nodded, but out of the corner of her eye she could see Shadow.

His brows were furrowed... and Rouge knew what he was thinking.

'It's true. It isn't like we're dealing with Eggman. We're dealing with something that's potentially far more dangerous... Eggman's predictable. Those machines might always change, but we know what he's after. But what is G.U.N. really after? And what are they willing to do to get it?'

The remaining minutes seemed to drag on forever, until Tails finally said,

"We're here."

-

"Well, okay, not exactly there, but you understand, right?"

Tails rubbed the back of his head self-consciously as Amy glared at him. "I'm sorry! I had to land out here... for security reasons, you know? It's not like we can just pull up to their front door and expect them to not do anything!"

Rouge nodded. "You have to understand, Amy. It's for our own safety."

Amy sank to the ground, whining, "But why do we have to walk the rest of the way there?!"

"Actually, Amy... I've been meaning to say something to you," Rouge admitted. "But let me explain some things to the others first."

Gathering the others around her, the white bat spoke quickly.

"Okay, you guys. There's a few things I've learned as a government agent, and one is to be extremely careful. Where there are secrets, there will be traps."

"Don't you mean, 'where there are jewels'?" Shadow cut in, smirking.

"Oh, shut up! But you guys be careful. G.U.N. is sure to have motion-sensor traps, or at least hidden cameras." Rouge looked around. "In a place like this, they could be just about anywhere."

Amy whimpered nervously. "What's going to happen if we get caught?"

Rouge shook her head. "Well... we'll just try not to, all right?

"Okay, second, avoiding traps is important, but avoiding people is even more so. It's not like we're going undercover here; we're literally breaking into this place. So be on your guard.

"Third, move quickly and quietly. Stealth is what's really important here."

Rouge turned to Amy. "And Amy... I'm sorry. You'd be a good ally to have around if the situation turned to flat-out fighting, but you're honestly not the best person to have around if we're trying to avoid contact with others. So I'm not going to increase the risk of having this mission fail by bringing you along."

Amy looked shocked. "What... what do you mean, I can't come...?"

Rouge bit her lip. "Well... you're not that good at running, and I doubt you'd be able to move around without making too much noise... I'm really sorry, Amy. I know how much you want to help rescue Sonic," she said, seeing Amy's downcast face, "but we can't bring you along. I mean, just to get you the next, what, two miles to G.U.N.'s base, we'd probably have to have Shadow carry you or something."

Rouge thought. "But there is something we can have you do, Amy."

Amy looked up. "What?! I'll do anything! I just want to help Sonic!"

Rouge grinned. "Can you do guard duty?

"Guard duty?"

Rouge walked up to the Tornado. "Tails, is there anything important you got stored in this thing?"

Tails shrugged. "Not much... I'm bringing my laptop with me," he said, holding up his laptop case, which was strapped around his shoulder. Suddenly he remembered. "The fake Chaos Emerald's in there, too. Should we bring it with us?" he asked.

Amy gasped, then looked at Shadow angrily. "You could have used the Emerald for Chaos Control! And we could have been here last night!"

Shadow raised an eyebrow. "I didn't know you had a Chaos Emerald with you."

"Not a real Chaos Emerald," Tails interrupted. "A fake one."

Rouge was thinking. "Hey, Shadow... Sonic was able to use Chaos Control with that Emerald, wasn't he?" Shadow nodded. "Maybe we should bring it with us... you could use Chaos Control to get us closer to Sonic if we find him."

"Um..." Tails had shifted rather uncomfortably. Rouge looked at him.

"What's the trouble?" she asked, a bit irritated. "You got a problem with that idea?"

"Um... Shadow's got Chaos Energy in him, right?" Tails asked. Shadow nodded.

Rouge raised an eyebrow. "You knew about that all along?"

Shadow shrugged. "Not really. I was talking to the professor yesterday, and he explained some things to me... about how I was created..."

Rouge smiled. "I'll have to ask you some questions when this is all over. Anyway," she turned to Tails, "yeah, Shadow's probably got some Chaos Energy in him. What about it?"

"Well..." Tails looked up apologetically. "...I designed the fake Emerald to destroy the Eclipse Cannon... you see, the fake Emerald has the same wavelength and properties as a real Emerald, but the difference is that when the fake Emerald comes into contact with the real ones, ah... it reverses their energy fields, causing, ah... an explosion."

Rouge stood still, staring at Tails, then glanced towards the Tornado. "Well... at least we know Sonic doesn't have that much Chaos Energy in him..."

Shadow walked to the Tornado calmly, then jumped in.

"Shadow, what are you doing?!" Rouge yelled, dashing after him, catching him digging around the pilot's seat. "You want to explode?!"

Shadow picked up a box. "Is this it?" he called down to Tails. The kitsune nodded. Shadow tossed the box to Rouge, then got out of the plane.

"Even if I'm not able to utilize the fake Emerald, Sonic is," Shadow said, starting to head off toward G.U.N.'s base. "And if the situation calls for it...

"...I'll risk the chance. I've cheated death once. Why shouldn't I be able to do it again?"

Rouge looked at Amy. "Looks like we're taking the Emerald with us. You'll watch the Tornado?"

Amy nodded.

Rouge took to the air, hurrying after Shadow, and Tails did likewise.

"See you later," Amy said, waving.

Tails grinned. "Next time you see us, we'll have Sonic back."

Amy smiled. "I don't doubt it. Hurry, okay?" Tails nodded, then took off after Rouge and Shadow.

The pink hedgehog watched until her friends were out of sight.

"Good luck, guys..."

-

Rouge looked ahead, watching Shadow.

Sighing, she flew up to him, until she was only about a foot behind him.

"Shadow... what did the professor tell you?"

"...mainly about what's been going on with him since he came down from ARK. I... kind of stopped him before he could say much about me."

"Did he tell you about what G.U.N.'s... planning?"

"Planning? No. Why?"

"Shadow..." Rouge sighed. "G.U.N. was trying to create some sort of machine. That's why they kidnapped the professor. They're trying to create something that will... cancel out Chaos Energy. I have a feeling it was designed specifically to capture you."

Shadow kept running, unresponsive.

Rouge added, "I don't know how good of an idea it is for you to come with us, Shadow... what if they have this thing completed? You don't want to be sealed away again, do you? It's not too late to turn back."

No response.

"Well, I don't want you to be sealed away, okay?! Is that a good enough reason for you?!"

Shadow finally spoke.

"I'm not going to turn back, and I'm not going to be sealed away. I have something to settle with G.U.N., and I won't stop until it's over."

The two continued on their path silently, until Shadow said something, barely above a whisper.

"Rouge..."

"Yeah?"

"...you told me, a long time ago, that I wasn't the real Shadow. Do you still believe that?"

Rouge felt a pang of sadness. "Oh, Shadow... it doesn't matter where you were created... not anymore... back then, I just..." Sighing, she looked away, watching the numerous trees as they passed.

However, ignoring the question didn't help. "...you thought I never met Maria. You thought my memories were false. Tell me, why did you say that?"

Rouge's forehead wrinkled in regret. "Well... I just didn't think it'd be possible, for someone to survive being sent from ARK and land on Earth, the way you did..."

"What do you mean, 'the way I did'?"

"Project: Shadow was found in a crater, near G.U.N.'s base, amid the wreckage of an escape capsule. I just... when I read that in G.U.N.'s report, and it didn't mention whether Project: Shadow was alive or not... I just assumed..."

Shadow looked at the white bat, now flying right next to him. "Why do you refer to me as Project: Shadow?"

"I'm sorry," she said, looking at the ground. "It just seems... strange, to talk about you that way."

"Hm." Shadow looked away.

"If it makes you feel any better... when I saw you recover from your fall from ARK, any doubts I had about you were gone," Rouge said. "I guess it's the Chaos Energy in you that keeps you alive, huh?"

Shadow smiled grimly. "Sonic's got a strong will to live... that's what keeps him going. I don't even try, but I get through anyway. Is the power of Chaos a blessing... or a curse?"

The two looked at each other briefly, then turned away, both absorbed in their own thoughts.

But Rouge couldn't help but think...

'Shadow...

'Is this why you're so willing to risk bringing the fake Emerald? Is it not just that you have confidence in what your body can take...?

'...you don't want to be destroyed...

'...do you?'

But Shadow's expression, as serious as it was, held no answers.

Rouge sighed, then dropped back until she was next to Tails. "How much farther?"

Flipping open his laptop, the kitsune answered, "About half a mile more. We'd better be careful from here on."

Rouge grinned. "Good boy. I'll make a secret agent of you yet." Tails laughed nervously.

Suddenly, the two caught up with Shadow, who had halted. "What's going on?" Tails asked.

"Fence," Shadow said, motioning to the ten-foot wire fence blocking their way.

"What?" Tails walked up to the fence. He was about to touch it, when Rouge pulled him back.

"Not a good idea," she said. "Might be electrocuted. Or, touching it might set off an alarm somewhere." She frowned. "Might be have motion sensors on it, too..."

"So, what are we supposed to do then? Pretend it's not there and walk straight through it?" Shadow snapped.

Rouge sighed. "Well... I guess we're going to have to take a risk, then... of course, this whole mission just screams 'risk,' so... oh well. Okay, Shadow, grab my wrists."

"What?" As Rouge rose into the air, the plan became clear. "Oh... I see."

Grabbing each others' wrists, Rouge lifted Shadow into the air and slowly descended on the other side of the fence, Tails following soon after.

Motioning for the others to be quiet, Rouge listened carefully. "Well, I don't hear a siren," she said, "but we'd better move out quickly. Just in case they have an alarm back at their base."

"Quit being so paranoid," Shadow muttered.

"Hey, I've learned that being paranoid can save someone's butt, so you just shut up and listen to me," Rouge snapped. "Now let's get going!" Turning to Tails, she asked, "So, which way to their base?"

Tails studied the laptop carefully before pointing out a direction. "About half a mile in that direction."

"All right, guys, this is it," Rouge said, spreading her wings. "All or nothing. We're not going to have a second chance here. You ready?"

"Yep," Tails nodded energetically. Shadow gave just a faint hint of a nod.

"All right then."

-

Much to Rouge's relief (although a hint of suspicion was still burning), the half-mile trip was uneventful. However, she was stumped when the trek appeared to end at a massive wall of rock.

"What now?" she sighed.

Tails shook his head. "According to the signal I'm picking up, Sonic's somewhere in there... but how?"

"G.U.N.'s base is probably built inside that cliff," Shadow said. "So there's got to be a way in."

Tails was about to approach the wall when Rouge pulled him back. "Must I show you everything?" she groaned.

Jumping up into a nearby tree, Rouge slipped something over her eye.

"What's that?" Tails asked.

"It's a scope... helps me to see things better than with my eyes alone," she said quickly. Scanning the trees, she spotted what she was looking for.

Dashing across the branches to one, she smashed something, knocking it out of the tree.

"A camera," Tails gasped, understanding.

Shadow and Tails waited while Rouge systematically destroyed each camera in the vicinity.

When she dropped to the ground, she grinned and motioned for them to proceed. "It's safe now."

Tails frowned as he approached the rock wall. "I still don't see how we can get in... you think there's a cave or something nearby?"

Shadow walked up to the rock wall and tapped it. He walked up and down the wall, examining it.

"So?" Rouge said when he turned to face them.

Shadow pointed to one part of the wall. As Rouge stepped up to it, she nodded.

A thin crack, running straight up through the rock, was barely visible.

"It runs in a straight line... so someone probably cut through the rock. Look hard enough and you'll find the other side of the door," Shadow said quietly.

"Good thinking..." Rouge said. "But it doesn't help if we can't get inside."

"You think there's some kind of control out here? Or does the door only open from the inside?" Tails wondered.

Rouge thought, then slipped the scope back on. Looking around carefully, she suddenly smiled and walked up to a tree.

"Right here." She handed the scope to Tails, who put it on. "See right there?" She pointed to a spot on the tree, about four feet off the ground.

"Yeah, I see it... how come it's showing up different than the rest of the tree?"

"Because it's made of metal," Rouge grinned, pulling open the compartment. Inside was a number pad.

"Oh! I see..." Tails said, taking the scope off and handing it back to Rouge. "Would you know the combination?"

"Not a clue," Rouge said, rolling her eyes.

"Well... it can't be too hard to do this," Tails said, setting down his laptop case. Opening it up, he pulled out a small screwdriver set.

Rouge raised an eyebrow. "And you carry that everywhere?"

"It's for fixing the laptop... I keep it in the bag," Tails said. Walking up to the number pad, he quickly unscrewed it and set about examining the wires.

"I'm beginning to see how you were able to deactivate that missile," Rouge commented.

"Thanks..." Tails looked at the gadget a bit, then smiled.

"Well... for a secret military organization, their security seems a bit... simple," he said, about to touch two wires together.

"Shadow, get back here," Rouge said. "Okay, you guys, when Tails opens the door..."

-

Luckily for the three, G.U.N. didn't post live guards at the doors... Dasendo had been confident in the numerous cameras guarding the base. However, every once in a while one would be broken, and someone would usually be sent out to fix it.

Today, when each one of the cameras had been disconnected, a small team of people was sent out to fix them. It hadn't been the first time this had happened, though, so the team had chalked it up to being the jungle birds, prone to attacking metallic objects.

As luck would have had it, just as they were approaching the door to the base, it opened up.

Shrugging, and figuring that someone in the control room had opened the door for them, they strolled out...

...not noticing the three intruders hiding by the side of the path, just in case someone had been passing by.

"Let's go," Rouge said under her breath as soon as the G.U.N. workers had passed.

The three entered G.U.N.'s base as quietly as possible, heading down the hallway, staying in the shadows.