Hey loyal readers! Joe Stalin here with the final chapter of his Tails-gone-bad epic! Thanks to everyone who has stayed with the story since Chapter 1, and thanks for your support! Anyway, enough talk! Lets get to it!...

Shadow Fox

The Final Showdown

''Shadow Fox is...Tails!'' Sonic stammered as he struggled to comprehend what he was witnessing on the television screen. But there was no denying that the up till then mysterious Shadow Fox was Tails.

Sonic felt as if he had been hit in the stomach with a brick. His best friend in the entire world, his little bro, was the murderous Shadow Fox. It just wasn't possible. But the sickening evidence continued to flash on the screen.

''How?'' Was all Sonic could say as the screen went to static as one of the E-500's deactivated the camera.

''I don't know Sonic, but he's got Amy and Chris! And whatever our feeling for Tails, we've got to stop him before he hurts them!'' Knuckles announced, a sympathetic expression on his face towards Sonic. Knuckles couldn't believe the revelation either, but he knew that there were bigger problems to face.

Sonic took a few moments to process this information. Knuckles was right, whatever his feelings for Tails, he had to rescue Amy and Chris. For now, their safety was all that mattered.And he had a good idea of whereTails may have taken them.

''The complex! I'll bet anything that thats where he's taken them!'' Sonic announced, determination in his voice.

''Maybe so, but we have to think about how we're going to accomplish this Sonic! Tails will have the entire complex under heavy guard, and we dare not rush into there and jeopardise Amy and Chris's safety!'' Chris's grandad announced.

''So what are we gonna do Mr Thorndike?'' Shadow asked.

''Come with me all of you. I think I have a plan!'' Chris's grandad announced.

BR>

In a darkened room of the Prower Tech complex, Amy and Chris sat tied to two chairs. They were unharmed, and were even now trying to free themselves from their bounds. But it was no use. Eggman and his lackies had tied the rope too tight. After a few moments, they both gave up trying and stopped to catch their breath.

''This isn't going to work Amy! The ropes too tight!'' Chris announced painfully. The ropes were digging into his wrists, and he had cramp in his legs from lack of movement.

''We have to keep trying Chris!'' Amy announced determidely, and once more began struggling against the rope.

Just then, the door on the far side of the room flung open, and a bright industrial light switched on. Tails, dressed in a glittery black suit stepped into the room, a cruel smile stretched across his face.

''I shouldn't bother trying to escape! Those ropes are industrial strength, so don't waste your energy. You'll need it for tonight!'' Tails laughed and approached his two captives.

''By the way! Do you like the jacket? I think it shows off my...sparkling personality!'' Tails sniggered before reaching into his jacket pocket and pulling out a long a glittering knife. Tails smile vanished from his face completely, to be replaced by an evil snarl. Amy and Chris shrank back in terror as Tails approached them with the sharp instrument.

''Just so that you don't get any ideas! You've been warned!'' Tails snarled before repocketing the knfe.

''Why are you doing this Tails? Why are you doing this to us?'' Amy cried. Tails rounded on her.

''Why? I'll tell you why! Your pathetic excuse for a boyfriend thats why!'' Tails growled.

''Don't you dare talk that way about Sonic! He's a good friend, and he cares about you so much! How could you think of betraying him like this after all he's done for you!'' Amy snarled.

''Bull shit! Don't give me all that crap! I've heard it all before! Sonic this, and Sonic that! Sonic is such a good friend, and he'd do anything for you, blah blah blah! It's all a bunch of crap!'' Tails snarled, his face just inches from Amy's. Amy could see the fox's left eye twitching, and the perspiration beginning to show on his forehead.

''For years, I used to think like you! I never felt angry or betrayed whenever Sonic took the credit for things of my making! Whether it was a new plane or a new plan to defeat Eggman, Sonic always took the credit, and I was shunned aside! But I never complained, because of course it was Sonic! How could I stay mad at everyones hero? But I began thinking. Why was it that no matter what I did, no matter what I acheived, Sonic always outshined me? I was always the most intelligent! I was the one who built the new inventions to stop Eggman! But it was never enough! Never!'' Tails growled. He turned away from Amy and sighed.

''I always felt that it didn't matter that Sonic was the most popular. But after my little...accident, I realised that I was the better of the two! I was the one who deserved all the credit, not that blue rodent! And come tonight, I will achieve that credit! And you two are going to help me achieve it!'' Tails turned back to face Amy and Chris, and smiled cruely.

''What happened to you Tails? Your not like this! The Tails I know and care about would never do this to his friends!'' Amy cried. Tails looked into her face, and was suddenly gripped with pain.

Tails crouched onto the floor and covered his face with his hands. Amy and Chris watched in stunned silence as Tails began to shiver and whimper in pain. After a few moments, Tails removed his hands from his face and looked directly at Amy. Amy noticed that his eyes were now a dull red, and his expression was softer. Tails looked at them with deep sadness in his eyes.

''I'm sorry Amy, Chris. But I can't control it! It's eating away at me inside, forcing me to do things I don't want to do! I'm so sorr...'' Before Tails could finish his sentence, he convulsed in pain once more and staggered on his feet. A few seconds later, Tails relaxed and let out a creul snigger.

''Oh, your a tough one to crack Tails! But you'll soon see it my way!'' Tails smirked and then rounded on Amy and Chris.

''You two are going to help me a great deal! For tonight, I will finally do away with that thorn in my side...Sonic the Hedgehog! See you in a few hours!'' Tails laughed and left the room.

''What just happened Amy? Why did he change like that?'' Chris asked nervously.

''I don't know Chris. I really don't know''

BR>

Back at the Throndike mansion, Sonic and the rest of the gang were crowded around Chris's grandads lab. On one wall, a large blue print of the Complex was pinned, and this was what their focus was on.

''As you can see, the complex is guarded on all sides. The main building in the centre is fifty storeys high, and it is my guess that this is where Amy and Chris are being kept. The plan is as follows...''

Chris's grandad turned away from the blue print and walked upto a table covered with a white sheet.

''In order to create a diversion, I've created these...'' Chris's grandad announced before linging the sheet off the table.

On the table were a dozen rectangular boxes. On the front of each one was a digital timer, and on the underside was a timing mechanism. Sonic was stunned.

''Bombs? You want us to blow the whole complex up? Good God, we'll blow Amy and Chris away with all these!'' Sonic announced with sarcasm.

''Do you have a better plan?''Chris's grandad snapped.

Sonic sighed and stared at the floor.

''These devices are powerful, but they aren't designed for total destruction. Except this one'' Chris's grandad replied before picking up the largest explosive from the table.

''This device should only be used as a last resort! It is extremely powerful, and is designed to cause extensive damage. Let me remind you again. Only use this one in an extreme circumstance! Understand?''

''Yes'' Everyone replied in unison.

''Good. Once you've created a diversion, you can proceed to the main building and rescue Amy and Chris. Be very careful''

Sonic wasn't really taking this in. He was thinking about how he was going to react once he met Tails face to face. If he couldn't reason with Tails, then the only other option would be to take him out, and Sonic didn't know if he could force himself to do that.

''We'll wait until nightfall, that'll provide you with some extra camouflage. I'll be tracking you with my radio in case you need any advice. And remember, no matter what happens Amy and Chris have to be rescued'' Chris's grandad announced solemnly.

BR>

As night enveloped the Prower Tech complex, Sonic and the gang were crouched behind a ridge overlooking the complex. With a pair of binoculars, Sonic examined every inch of the sinister compound. The entire complex was surrounded by razor wire, and every so often a guard robot would appear from the shadows, gleaming menacingly under the powerful security lights. In the distance, Sonic could see the main building. It was protected by two guard towers, each with an armed security robot in the crows nest. This wasn't going to be an easy rescue.

''Okay, on the count of three me, Shadow and Knuckles will take the left side of the complex. Rouge, you can fly over the right side and set up one of the explosives. Make sure it's in a good spot to lure the guard robots away from us'' Sonic announced.

''Allright Sonic. Good luck!'' Rouge whispered tentatively.

''Okay. One...two...THREE!''

In the blink of an eye, Sonic, Shadow and Knuckles descended the ridge at high speed towards the left side wall of the complex. In no time flat, they had ascended the wall and made it inside the complex.

''Okay, now all we have to do is wait until Rouge sets off that explosive. Then we can make our way to the main building'' Sonic announced.

''Okay Sonic! No problem!'' Shadow said with a confident smile.

''But just in case, I've got three explosives in this bag, and I aint afraid to use them!'' Knuckles said with a grin.

Although they didn't realise it however, they hadn't been undetected.

BR>

In the control room in the main building, Tails, still dressed in his glittery suit, and Eggman had spotted Sonic and his team via one of the security camera's. With a smirk, Tails flipped a switch whch activated the Complex's microphone system.

''Someone better call the exterminator, cause it looks like we have a little ratinfestation!'' Tails announced across the microphone system.

On the security screen, Sonic and his friends were taken aback by their sudden detection. It didn't take long however, for Sonic to notice the camera. With a frown, Sonic jabbed at the camera.

''Tails! You better not have harmed Amy and Chris!''

Tails and Eggman laughed, and Eggman grabbed the microphone.

''Oh don't worry about that Sonic! You've got bigger things to be worried about!''

Suddenly, Sonic and his friends were surrounded by security robots. With their guns aimed at their heads, the security bots slowly approached them.

''Aw, too bad Sonic but you know what they say! Good guys finish last!'' Eggman announced through the speaker.

Suddenly, from the other side of the complex, a huge explosion lit up the night sky, disabling the video screen in the complex.

''What the hell?'' Tails announced as the screen went dead.

At that precise moment, Sonic, Shadow and Knuckles took their chance and attacked the stunned security bots. Within seconds, the robots were spewn across the floor in a smoking heap. Sonic laughed and jabbed at the disabled camera.

''Top that Egghead!''

''And well done Rouge! Just when we needed a bit of help!'' Shadow said.

''Come on! Before they realise whats happened!'' Knuckles suddenly announced.

''Good idea Knucks!'' Sonic announced, before he and his friends took off towards the main building.

In the security room, Tails was frantically trying to get a picture back on the screen.

''Those assholes! Think they can pull one over me do they?''

After a few moments, the picture returned on the screen, showing Sonic and his friends making their way cautiously towards the main building. Tails smirked suddenly and turned to Eggman.

''Say Eggman! Hows about we play a game?''

''Ah yes! Just what I was going to suggest!'' Eggman smirked.

Tails flicked a few switches, and the control board flashed. On another screen, a map of the entire complex flashed up, with small light bulbs screwed onto several areas of the map.

''You can go first'' Tails said, and gestured to the keyboard.

''Oh, I'll pick...A12!'' Eggman announced, before typing in A12.

At that instant, an explosion ripped through the complex close to where Sonic and the others were.

''Whoa! What was that?'' Shadow cried as debris from the explosion rained down around them.

''They must have explosives hidden around the complex! They're trying to get us out into the open!'' Knuckles shouted.

''Oh how right you are my red friend!'' Tails smirked as he watched on the screen.

''And now its my turn. I pick...B7!'' Tails typed in B7 and another explosion close to Sonic and the others ripped through the complex.

''Good, but not quite a hit! Lets try...C9!'' Eggman announced before typing in the request.

As Sonic and the others cautiously approached the first security tower, a huge explosion ripped through the complex, causing the tower to wobble precariously.

''Look out, it's gonna fall!'' Sonic shouted as the tower began to fall towards them. With only seconds to spare, they jumped clear as the entire watch tower came crashing down onto the ground in a smoking heap. In the control room, the camera was obscured with dust.

''Was that a hit?'' Eggman asked, a smile spread across his face.

''I'm not sure. Lets try another camera angle'' Tails said as he flicked another switch, and the screen flashed to another part of the complex. On the screen, Tails noticed Rouge flying towards the second watch tower, an explosive in her hands. With a snort of laughter, Tails flicked the switch to the speaker.

''Ladies and gentlemen, please fasten your seatbelts as we will be experiencing...TURBULENCE!''

Tails jabbed his thumb on a button on the keyboard. On the screen,he and Eggmanwatched as the second tower was rocked by a huge explosion close to where Rouge was flying, and began to collapse towards her. Tails smiled as Rouge desperately tried to get out of the way of the falling debris, but as the screen went dead, she was buried in rubble. Eggman contorted with laughter, but Tails just stood there, his eyes still focused on the screen.

''She's dead. I killed her'' he whispered.

''Well duh! That was the whole point! Don't tell me your going soft on me Tails!'' Eggman said. Tails rounded on him instantly.

''Just be careful what you say Eggman! Don't provoke me, got it?'' Tails snarled, before turning his attention back to the screen.

''He really needs to sleep more'' Eggman muttered to himself.

BR>

Outside, Knuckles and the others watched as the second watch tower exploded and began to collapse.

''Boy, he really got his aim wrong on that one!'' Shadow said.

Suddenly, a scream ripped through the complex, andShadow suddenly noticed Rouge underneath the collapsing tower.

''ROUGE!''Shadow shouted before taking off towards the fallen bat. He reached her just in time, and pulled her away as the entire structure collapsed around them. Once the dust had cleared, Knuckles checked her for any injuries, but apart from a few cuts she was unharmed.

''Are you allright?'' Shadow asked.

''Yeah, I've never been better! But thanks for asking'' Rouge said sarcastically.

''Hey, I just saved your life! Don't I at least get a thanks?'' Shadow said, before Rouge reached up and kissed him on the cheek.

''Thanks'' Rouge said, a seductive smile on her face. Shadow returned the smile.

''Anytime!''

Sonic and Knuckles rushed over.

''Are you two allright?'' Sonic asked.

''We're fine! It takes more than a falling watch tower to stop us!'' Shadow joked. Rouge rolled her eyes.

''Well if everyones okay, may I suggest we get back to the matter at hand? There's a bunch of security bots approaching, and we can't just stay here all night!'' Knuckles announced.

''Okay, I have a plan!'' Sonic announced.

''Thank God for that!'' Rouge muttered sarcastically.

''You two, Knuckles and Rouge, have still got explosives on you! Therefore, you two and Shadow will go after me to the main building, and set them up. Set the timers to five minutes! That should be enough time for me to rescue Amy and Chris, but if not...'' Sonic stopped, and reached into his backpack before pulling out the final explosive and a timer.

''If not, then I want you to take this and activate it as soon as Amy and Chris are out of the building. Once I've rescued Amy and Chris, I'll try to reason with Tails. If I don't make it out of there in time, its up to you to get out of here as quickly as you can! Understand?'' Sonic announced determidely.

''We understand Sonic'' Knuckles said before laying a hand on Sonics shoulder.

''I have to try to reason with him. After all...he's my little bro'' Sonic said. He knew himself that, after everything he had done to try to stop them getting to Amy and Chris, Tails was too far gone. But no matter what, he had to try.

At that moment, Knuckles turned and saw a dozen security bots slowly approaching.

''Sonic, we have to go now!'' he warned.

''Okay, ready?'' Sonic asked.

''We're ready'' Shadow and Rouge said in unison. Knuckles nodded.

''Lets do it!'' Sonic yelled before charging towards the security bots at high speed. The nearest bot was ripped in half from the impact, and fell to the ground in two neat seperate pieces. The other security bots began firing at the blue blur, but each one was soon incapacitated by the determined hedgehog. In the confusion, Knuckles, Shadow and Rouge cautiously slipped into the main building unnoticed.

''Okay, I think we should split up. That way, we stand a better chance of not being detected. If you see any camera's, knock them out!'' Knuckles announced, before taking off down a corridor.

''You and me?'' Shadow asked cautiously. Rouge looked at him, and smiled.

''Why not?'' she smiled, before she and Shadow took off down the other corridor.

Behind them, the last security bot finally collapsed to the floor in a smoking heap. Sonic smiled at his handy work, before turning towards the main building.

'Allright Tails. Now it's just you...and me!'' Sonic announced before walking into the building.

BR>

In the control room, Tails watched on the screen as Sonic walked into the building.

''Now...the real fun can begin!'' Tails laughed, before sweeping out of the room, Eggman in tow.

BR>

As Sonic made his way up a flight of stairs, Bokkun descended from the celing and landed in front of the blue hedgehog.

''Going somewhere blue boy?'' Bokkun giggled.

''Get out of my way, or I swear I will fling you down these stairs!'' Sonic snarled.

''Hey, relax! I'm just here to deliver a message for you!'' Bokkun said before pulling outa television. Sonic staggered back.

''Oh calm down! You think I'd try that old trick again?'' Bokkun said before turning the television on. On the small screen, Amy and Chris were bound to two metal tables in a darkened room. As Sonic watched, the camera panned to an image of Tails in is Shadow Fox gear with Eggman behind him.

''Well, well, well! If it isn't everyones hero, Sonic the Hedgehog! As you can see, your friends are safe and unharmed, for the time being. If you want to try and rescue them, you'll find us 20 flights up, first door on your right! Don't try anything funny, or you'll pay for it! See ya soon!'' The screen went dead.

Sonic looked at the blank screen for a few seconds, waiting for the inevitable explosion. But it didn't come.

''Well, I guess you weren't lying! Now get out of my way!'' Sonic made to push Bokkun out of the way, only for the television to go off in his face. Bokkun giggled and took off up the stairs.

''Bastard!'' Sonic muttered as he dusted himself down. After a few seconds, he took off up the stairs, knowing full well that there were more obstacles awaiting him.

BR>

Down on the lower floors, Knuckles was making his way around the endless corridors, looking for a prime spot to place one of his explosives. At that moments, an E-500 appeared from around the corridor and attacked. Without pausing for breath, Knuckles disabled the robot with several high powered punches, before aking his way down the rest of the corridor. Once he reached the end of the corridor, Knuckles crouched down and removed an explosive from his backpack. Setting the timer, Knuckles straightened up, and continued down another corridor. Suddenly, a powerful fist smashed against Knuckles face, causing the echinda to collapse unconscious. Out of the shadows, another E-500 stepped out and inspected over its unconscious victim. Down in the other corridor, the explosive continued to tick down to its detonation.

BR>

A few flights up, Shadow and Rouge made their way down another identical corridor. They had already disposed of Rouges explosive, and were now trying to find Sonic.

''Tails may be a genius,but he has no imagination when it comes to architecture!'' Rouge said sarcastically as they continued down the dimly lit corridor.

Suddenly, a clanging sound further down the corridor took them both by surprise.

''What the hell was that?'' Shadow asked nervously.

''Whatever it is, I don't like the sound of it! Maybe we should go back Shadow!'' Rouge said with a hint of terror in hervoice.

''Good idea!'' Shadow said, but as they both turned round, they were met with the sight of three E-500's bearing down on them.

''STAY-WHERE-YOU-ARE! DO-NOT- MOVE!'' The E-500's commanded.

Reluctantly, Shadow and Rouge raised they're arms in surrender asthe E-500's slowly approached them.

BR>

While all this was going on, Sonic had finally made his way to the 21st floor where Tails had instructed. He had decided not to sure Sonic speed so as not to draw any unnecessary attention to himself, and was slightly out of breath as he stared down the straight and dimly lit corridor. At the very end of the corridor, a metal door glistened in the half light.

With a new determination, Sonic made his way cautiously down the corridor. Suddenly, the metal door swung open, and two head pocked out. Decoe and Bocoe.

''Oh Sonic! Better hurry or you'll miss all the fun!'' Decoe shouted down the corridor, further angering the blue hedgehog.

''I think he got the message!'' Bocoe announced triumphantly before both lackies withdrew back into the room ans swung shut the door.

With a growl of anger, Sonic charged towards the door and kicked it...hard. The hinges gave way in an instant, and the heavy door crashed to the floor. As Sonic stood on top of it, he noticed that not only had he brought the door down, but he had also pinned the hapless lackies underneath it.

''I told you it was a bad idea trying to provoke him!'' Bocoe groaned from under the heavy weight pinning him to the floor.

With a brief chuckle, Sonic left the two struggling lackies and made his way to a far door. Approaching cautiously, Sonic through open the door, and was met by intense darkness.As Sonic made his way further into the room, a cruel laugh perferated the darkness.

''Glad you could make it Sonic! Now we can begin!''

With a flash, the room was lit up with a brilliant red light. Sonic gasped at the sight that met him.

The room he was standing in was enormous. On the left, Amy was tied to a large metal table that was angled so that she was completely vertical. She was also gagged with duct tape across her mouth. On the right, Chris was also strapped to an identical table.

In the very centre of the room was a raised dias, and there was a large black chair in the very centre of the dias. Sat on it, with a grin stretched across his face and madness in his eyes, was Tails in his Shadow Fox gear. At his side stood Eggman with his arms folded. Sonic took a step forward and jabbed his finger at Tails.

''Enough games Tails! This is between you and me!''

Tails laughed and nodded his head.

''Very well then Sonic! Lets get real!'' Tails stood up and threw off his hat and coat. He removed the mask from his eyes, and Sonic saw for the first time the fox's bright red eyes and permanent frown.

'Like the new look Sonic? I think it suits my new personality perfectly! No longer am I your cute little sidekick! After a little accident whilst working on my machine, my old personality was thrown aside! Now I am Shadow Fox, and I shall watchas you cower before me as your friends die all around you!''Tails at back down in the chair.

''Why are you doing this Tails? Why are you doing this to Amy and Chris? Let them go, they haven't got anything to do with this!'' Sonic yelled, his eyes neverwavering fromTails face.

''Oh, but thats where your wrong Sonic! They're a very important part of my final scheme! For I want to answer a question thats been praying on my mind for some time now! Who do you care about more Sonic? Your girlfriend, or your best friend? Tonight, we're going to find out!'' Tails smirked before lifting up a small remote control.

''Eggman! Would you care to do the honours?''

''With pleasure!'' Eggman took hold of the control and typed in a code.

Behind Sonic, the panel above the door slided open. With a metallic groan, two giant arms began to appear from inside the panel. Attached to each end of the arm was a giant steel saw blade. Sonic watched in horror as one arm stopped in front of Amy, the saw only feet away. The other arm stopped in front of Chris. Tails laughed, and Sonic stared at him with horror on his face.

''You were probably wondering why I stole those two saws from the cutting mill yesterday! Well as you can see, they were a key part of my latest creation. Tonight, we're going to find out which person you care about the most in order to save their life! Amy, or Chris! The one you care about the most will be safe, the other will be sliced to pieces by the saw blade!'' Tails smirked and looked from Amy to Chris, and then back to Sonic.

''Tails! You can't do this!'' Sonic stammered, the full horror of Tails plan hitting him.

''Oh, your wrong Sonic! Before my transformation, I wouldn't have been able to! But now that I'm no longer the pathetic little fox who was shunned aside by your fame, I can finally achieve what I couldn't before! Total supremacy over every living thing!'' Tails snarled.

''What are you talking about Tails? You were never shunned aside! We all care about you! If it wasn't for you, we'd have never been able to defeat Eggman all those time!'' Sonic yelled.

''Do it now!'' Eggman fumed at Sonic comment.

''Don't you see Tails? Your just as important in this team as the rest of us! Your a great guy Tails, and I care about you little bro! You don't want to do this!'' Sonic pleaded.

''Do it!'' Eggman yelled at Tails. Tails took in what Sonic had said, and to his horror he realised what he was about to do. His expression softened, and emotions he thought he had done away with washed over him.

''No!'' Tails stammered. As he tried to regain control of his mind, Tails convulsed in agony and collapsed to the floor. Inside his mind, he could hear the voice of Shadow Fox as he tried to regain control.

''What are you doing? Finish them! You can't beat me!''

''No! I won't let you win! I won't let you hurt my friends!'' Tails shouted.

''You will! You can't defeat me! You will see it my way!'' Shadow Fox yelled.

''Never!'' Tails screamed, as he ttied desperately to take back control of his mind.

As Sonic and the others watched in fascination, Tails realed on the floor, his hands scrunched over his face. Suddenly, Eggman grabbed the remote.

''If he can't do it, then I will!''

''Eggman, no!'' Sonic yelled.

At that moment, the entire building was rocked by a huge explosion that sent Eggman tumbling across the room, the remote flying out of his grasp.

BR>

Down on the lower floors, Shadow and Rouge were flung across the floor as the explosive they had placed ripped through the corridor. The E-500's that were guarding them were sent flying against the wall, deactivating with the impact.

''Come on! We have to get out of here!'' Shadow yelled as huge pieces of ceiling began to collapse around them. Grabbing Rouge's hand, they both made their way towards the crumbling staircase.

BR>

Further down, Knuckles was awakened by the huge explosion reverberating through the corridor.

''Looks like Mr Thorndike wasn't kidding abot these things!'' Knuckles yelled over the noise, before hurriedly makiing his way through the destruction towards the exit.

BR>

Back on the 21st floor, Sonic was desperately trying to grab the control as it bounced across the floor. Behind him, Eggman was struggling to hold his footing as the floor began to crack. Suddenly, a huge rumble reverberated underneath him.

''Oh...shit!'' Eggman muttered as a huge explosion right underneath him sent him flying through the ceiling and out into the atmosphere.

''I'll get you yet Sonic!'' Eggman yelled as he disappeared through the air.

Unbeknowst to anyone, Tails made his way to a hidden fire escape leading to the roof. With a final look back at Sonic, Tails made his way up the stairs.

Sonic finally grabbed hold of the control and smashed it to pieces.

''That should stop those things from turning on!'' Sonic announed before running back towards Amy, who was struggling against her bonds.

''Calm down Amy! I'm gonna free you!'' Sonic shouted as he proceeded to wrench the shackles away. Once he had finished this, he carefully peeled away the gag from her mouth.

''Oh Sonic! I'm so glad to see you!'' Amy yelled before flinging her arms around Sonic, all but throttling him.

''Hey, easy Amy! I've still got to release Chris!'' Sonic stammered.

With Amy's help, Sonic freed Chris from the table.

''Now get out of here as fast as you can the two of you!'' Sonic yelled as the entire room began to fall apart.

''But what about you?'' Chris yelled.

''I've gotta find Tails! I have to rescue him! Now go!'' Sonic yelled before making his way towards the fire escape. He had in fact noticed Tails escape act as he was trying to grab hold of the control to the saw blades, and he was prepared to do whatever it takes to rescue his friend.

''Come on Amy, we've gotta go!'' Chris yelled before grabbing Amy's hand and dragging her towards the exit.

As they ade their escape, Decoe and Bocoe finally managed to free themselves from underneath the heavy door.

''Hey! Wait for us!'' Decoe yelled at Amy and chris as the two terrified lackies ran after them.

BR>

As the building around him began to collapse, Tails continued up the stairs towards the roof. Inside his head, he was still desperately trying to regain control of his mind from Shadow Fox. With a final lunge, Tails through open the door to the roof and staggered out of the fire escape. With a final look back at the collapsing fire escape, Tails made his way to the edge of the roof.

''Hold it Tails!''

Tails span round, and was confronted by the sight of the blue hedgehog. With a sudden streak of pain, Tails watched as Sonic approached him, and stepped back warily.

''Tails, I know that you didn't want any of this to happen! I understand! I'm not gonna hurt you''

Tails staggered back as Sonic stretched out a comforting hand. Inside his mind, Tails continued to fight Shadow Fox.

''Your finished Shadow Fox! I've beaten you!''

''You'll never be free of me Tails! I'll defeat you yet!' Shadow Fox yelled as Tails finally regained control of his mind from his evil alter-ego.

Sonic watched in amazement as Tails doubled over in agony and collapsed onto the floor with a yelp. Sonic approached cautiously as lay a hand on Tails shoulder and helped pull him up. Sonic looed into Tails eyes. They were back to their natural blue. Tails smiled and buried his face into Sonic chest.

''Sonic! I'm so sorry! Can you forgive me?''

''Of course I forgive you Tails! None of this was your fault! Now come on, lets get out of here!'' Sonic said.

With his arm around him, Sonic led Tails towards the edge of the roof. Down below, he could see Amy and Chris along with Shadow, Rouge and Knuckles all crowded round the main gate.

''Ready?'' Sonic asked Tails.

''You betcha!'' Tails smiled as he span up his tails and rose up into the air, Sonic holding on tightly. As they rose into the air, Sonic watched in amazement as the main building exploded in a fiery ball, and a strange green light erupted from the building and swept towards the main gate.

''Hey Tails! What is that thing?'' Sonic shouted upto his friend.

''Shadow Fox stored all the finished machines in the lower floors! I think they all just went up!'' Tails laughed as they neared the main gate. As Tails descended down, Sonic couldn't help noticing that all his friends had bemused expression on their faces.

''Hey guys! Whats up?'' Sonic asked.

''What jsut happened? I can't remember a thing!'' Knuckles asked whilst thoroughing his forehead.

''Me neither!'' Shadow complained.

''Tails, what just happened?'' Sonic whispered.

''I guess when the machines went up, they must have sent out a psychic shock and erased everyones memory! Thank God for that! Now they won't know what I did'' Tails smiled.

Sonic returned the smile and walked upto the group.

''Okay guys, listen up! I'll fill you all in on what happened!''

Behind them, Decoe, Bocoe and Bokkun climbed over the gate and took off unnoticed.

''Do you think they saw us?'' Decoe asked.

''I do not think so! And thank God they didn't, or else they would have kicked our ass!'' Bocoe said.

''Oh will you two shut up! We'd better find Dr Eggman!'' Bokkun announced as they disappeared into the night.

BR>

''So they don't remember a thing?'' Chris's grandad asked.

'Nope! No one remembers anything that happened tonight!'' Sonic smiled.

Apart from Sonic and Tails, not one of the group could remember a thing over what had happened that night. Andthat meant that they didn't know that Tails was in fact Shadow Fox, or what he had almost done to Amy and Chris. What they did know, with thanks to Sonics explanation, was that Eggman and Shadow Fox had taken over Tails complex and had held Tails captive. Sonic had managed to rescue Tails, but the complex had been destroyed, along with every single one of Tails machines. Still, Tails was safe and that was all that mattered.

As to the identity of Shadow Fox, they didn't have a clue. For all they knew, he had gone up along with the complex. And good riddance to him.

Only Sonic and Chris's grandad knew the real truth. Tanaka had also known, but unfortunately for him he had once again come into contact with Tails mind altering device, courtesy of Sonic, and had completely forgotten everything!

Another bit of good news was that, when the complex had gone up every one of Tails's machines in Station Square had been deactivated, and no matter how much the owners tried they refused to function anymore. The whole nightmare was finally over.

''Is Tails okay?'' Chris's grandad asked.

''I think so. But only time will tell'' Sonic said solemnly.

In his bedroom, Tails lay underneath the covers. Inside his head, he could hear the menacing vocie of his alter-ego.

''You'll pay for this Tails! You can't keep me in your head forever! You'll see...''

END.

Well, what did you all think? Please R&R!