Sorry when I was reloading this story the second chapter got replaced with a copy of the first. I apologize, I never meant for that to happen.

!-Begin Chapter Two!-

Beginning of Factor X

"Oh, Tails. You're bleeding."

"I am?"

Tails just blinked at the statement Cream made, apparently to zonked to have realized that fact earlier.

"Yeah."

"Musta conked me real good then. Dun worry 'bout it though. I'll live."

!-!-

Tails's nose had stopped bleeding in a few minutes. The kitsune glanced at his alarm clock that read 9:30. He sighed, knowing he was late for the meeting.

An impatient knock sounded on the door. 'One guess who that is.' Tails smirked to himself, there was only one person that knocked like that. "Come in Sonic."

The door opened revealing a blue hedgehog, and a none to happy one either. "Tails. The meeting started 15 minutes ago, you were supposed to reveal the model of your plane then. What's been keeping you?" It was about then that he noticed Tails was kneeling on the ground cleaning the floor and Cream was nearby, cleaning a wall. "What are you doing, Tails? And what's Cream doing here?"

Tails got off the floor and laid the red tinted rag he was using on his desk and picked up the small metal box. "Heh, I was cleaning blood off the floor, Sonic. Cream is doing likewise to the wall."

"Why is there blood on the wall and floor? And that still hasn't answered why Cream is here." Sonic was starting to sound impatient as he waited for answers to his questions.

"I had a nightmare last night..."

"About Tails dying?" Sonic blurted out, without his mind attached. Tails gave Sonic a death glare, and unknown to the two tailed kit so did Cream. What kind of secret keeper was that hedgehog anyway?

"No, Sonic. It wasn't about that. It was about something else, savvy?" Cream's voice was even and measured. "After I woke up I couldn't sleep so I came over her and helped Tails finish his plane model."

Sonic blinked. "Its done? Then we should get going, Tails. Everybody is waiting."

Tails glared at Sonic then brushed past him, he paused at the door and looked back at Cream. "Thanks for helping me out last night Cream, I don't think I'd have finished this otherwise."

With that Tails turned tail and walked out the door.

!-!-

Tails walked into the central commons at the center of the village. He looked at the small gathering in it. There was Amy, Rogue, Shadow, Sonia, Manic, and Ashura. The group was gathered around a small-upraised dirt "podium". He shrugged and walked up to the mound.

"Sorry about the delay guys, slept in." He watched Sonic take a seat next to Amy but didn't miss a beat in what he was saying. "Anyway, I have the model." He lifted up the hand that was holding the small metallic thing. His palm was raised so it was facing upwards and the box was placed in the center of it. "This, is Factor X." He smirked at the amazed stares he was receiving, "It transforms into a carry size box, just another way to use the excess energy that the Power Emerald will give it." He touched the side of the box and it transformed in his hand.

It had eight wings, four at each side that were angled diagonally, Two went upwards two went down, there was one set in the front and another in the back, this was just on one side. The tail fin came up a few inches over the cockpit, which would translate to about two feet or so. It had four engines.

The whole group stared in awe of the model.

"Alright Tails! When can you start building that thing?"

"It's the Factor X, Sonic. I can start it tomorrow if I wanted to."

"Alright. And when can you finish it?"

"About two weeks after I start." The translation- one week and six days. The last day was normally spent packing stuff for a test flight.

"Okay then. You can do it to it."

!-!-

Tails was crouched down, his head was stuck in the Factor X's side. He was so preoccupied with what he was doing that he didn't hear Cream enter his workshop.

He didn't hear Cream say his name over the welder either. Although he felt something; namely that something was Cream running her hand up his spine. He held back a shiver and tried to un-tense his muscles as soon as her hand hit his back.

!-!- Tails POV -!-!-

I felt something run up my spine, I dunno why, but every muscle in my body tensed up for nearly a second. I turned the welder off and pushed my mask up so it wasn't blocking my sight. There was Cream's trademark red dress, and I could only see a part of it.

Cream seemed to hear the welder shut off. She choose almost that exact moment to speak.

!-!- Normal POV -!-!-

"Tails, can I tell you something?"

"What, Cream?"

Tails's voice sounded very impatient. It was hard and nearly cold. Almost like he had snapped at her. Cream's eyes showed a small amount of hurt, what had she done to deserve being snapped at like that. Her voice betrayed a small portion of that hurt.

"I'm sorry to bother you, Tails. I'll come back later." At that Cream started to leave the room.

Tails had regretted snapping at Cream like that almost the instant he did it. Now he doubly regretted it. He moved one of his tails without thinking to block her leaving. A shiver ran down his spine when Cream touched it, or was it a shiver?

"Don't leave, Cream. What did you want to tell me?"

"You'll think I'm crazy."

"So? Come on, tell me."

Tails brought his head out of the Factor X and stood up. He turned to face Cream.

"What is it?"

"I know everyone searched for my mom when Robotnik kidnapped her, and we left her for robotized...but I can't help but feel that she escaped some how."

Tails couldn't help but smirk at her statement. "You have a point? Or was that it?" There was nothing but good humor in his voice.

"You think I'm crazy!"

"No I don't. What's the rest of it?"

"I was wondering if you wouldn't mind taking me on the Factor X's test flight to help me search for my mother."

Tails blinked. He hadn't really promised anyone they could be the second passenger. Though he was expecting Sonic to tag along, as usual. Maybe he could convince him to stay here though. He sighed.

"I'll try to see if I can do that, Cream."

Cream smiled at Tails.

"Can I help you with the Factor X?"

Tails picked a pair of work gloves off the table and tossed them at Cream. "Catch. The windows need to be put on the plane. If you could do that, I'd appreciate it."

"Doesn't the glass need to be cut?" Cream nodded towards the piles of sheet glass on a table.

"Yeah, they've already had the lines put on them where they need to be cut. I'll show you how to use the saw."

Cream nodded her consent. "Which one do I cut first?"

"First, we're going to have you run a test piece, so you get the hang of it."

Tails picked up a spare sheet of glass and took his magic glass marker. He drew a straight line across it and brought it over to the table. He also changed the saw blades, so it was better suited for cutting glass. He ran the basics through Cream and stood back to watch her try cutting the glass.

Almost immediately he noticed something wrong with her posture and walked over, turning the saw off. "Cream, you're gonna cut your hands off that way. Lemme show you how you cut it correctly."

He moved so that he was directly behind her. He positioned Cream so that she was holding the glass correctly. He held one of her wrists and turned the saw on. If Tails could she Cream's face he might have backed off immediately. But since he couldn't, he didn't notice the profuse blush that had started to creep up Cream's cheeks. She was embarrassed to be this close to Tails.

After the line was cut without any hands being cut off Tails backed off. He picked up his marker and drew another line on it.

"Lets see you cut that one by yourself."

Cream did that one perfectly. As well as a curve, and a turn.

"Alright, start cutting those pieces Cream. I'll get back to wiring the plane." As he turned around he noticed a blue quill leaving the doorway. What was Sonic doing here?

!-!-

Tails yawned as he headed towards the mess hall, there should be some leftovers from the nights meal. He had excused Cream after the glass had been cut out. He had fastened the glass onto where they were needed and had finished the wiring. Now all he had to do was check the engine for leaks and to make sure that the power Emerald didn't overload the system and make sure mostly everything worked before the real test flight.

He was cut short of sitting down at a table by none other than Sonic The Hedgehog.

"Hey, Tails."

"Hi, Sonic." Tails barely managed to utter those two words between yawns. He sat down at the table and started to eat the food he had picked up.

"I saw you holding Cream earlier today."

Tails nearly choked on his food. 'what is with the insinuating tone?' He made sure no one else was in the mess hall.

"There weren't any chili dogs, I suppose you ate them all." There was a poison about his words and he gave Sonic a death glare, not that the blue one seemed to notice.

"No I didn't." sonic got up and started to leave. "Oh and I'll tell everyone else what I saw."

Tails shot Sonic a quizzical look. "I was just showing her how to use the saw correctly."

"Sure you were Tails. And I'm still telling."

Tails decided on a low blow, he was starting to hate the tone of Sonic's voice. "You do that and I tell Amy what you said about her in front of everybody."

The blush that covered the lower part of Sonic's face really contrasted with his blue fur. Tails would have fell onto the floor laughing if he had taken time to notice his friend's face.

"Um...I'll keep my mouth shut then. Oh and Cream can go with you on the plane."

Tails smiled into his food as he ate it. Finally, finally he had managed to score one on Sonic.

!-!-End Chapter Two-!-!-