A/N Hello red shirts, your time sacrificed here will be greatly remembered. Haha

Anyway thanks for reading and I'm glad to see some positive words, thanks for that Starfoxfan123. I'm trying to find the moment to introduce the fifth and final(guaranteed) addition to the cast. Sadly it's proving harder to figure out how they'd get there and for what reason. Maybe I'll figure out something while I'm working.

Second "DaddlerTheDalek" I'm glad you like Silver already. The fact he's from 200 years in the future I honestly didn't know the exact number I just knew he was from the future(duh) But thanks for letting me know and unfortunately for this small problem I'm gonna say fuck it and say he was born 200 years earlier)

Also like always let me know about any problems(just be nice about it) I greatly appreciate it all.

Silver layed down to sleep while the other three companions sat around the heating lamp. Shadow was messing with his leg brace, infact he did that whenever anyone hadn't been watching him during the walk as well. Only Tails seemed to notice it.

The younger fox was looking over his weapon and keeping it clean, ash was rarely good for sensitive equipment.

Fiona was sitting cross legged trying to relax in the warmth from the lamp, her tail swishing left and right.

After some quiet Shadow finished with his leg brace and asked "So is there a plan for attacking Eggman?"

"Not right now, I haven't seen the fort in a few months so I'm sure there's new stuff. I'll need to scout it out again" Tails said still cleaning off his weapon with a cloth.

Fiona nodded "All we know for sure of what might still be there is from some scouting Tails did almost a year ago" only knowing this because she had asked on their long walk when it was just the two of them.

Tails continued "I saw no viable way in on my own so I gave up for the time being. I even noticed inferred scanners and other sensors that would make my cloaking useless" he explained.

The fox seemed to want to say more as he placed his weapon in a nice spot "We're gonna need a lot of luck, skill and precision to make this work. I'd make something to bypass everything but sadly with tech being rare now I can't do much. All the stuff you see me using are either stuff I can easily produce or were made before all this happened"

Shifted "What exactly do you have?"

The fox started running ideas through everything in his mind "Well I got more weapons like this, varying in size and power. I've got this suit packed with attachments all over. A generator that runs on fusion so it is self sustainable. Sensors all over so I know where anything vibrating the ground is…"

Fiona chuckled "So that's how you knew I was around everytime"

Tails didn't like the interruption but continued "I've got food that can last me years, an AI that runs my entire place, small bots I designed for various tasks, and a few vehicles I haven't used in a long time"

"You have cars!?" Fiona gawked.

He nodded.

"How would you fuel them if you used them?" Shadow asked.

"That was something that took me awhile to figure out, but my AI did a seismic scan and I was in luck. A natural gas deposit was about a mile away, I reconfigured them to use the gas and stored a bunch of it for later use" The fox explained happy for his good fortune.

"Well lucky you" Fiona smiled, Tails thought she was patronizing him.

It was quiet again until finally Fiona broke the silence. She had been wondering why Tails asked this, so asked for him, at the very least to keep them all talking "Tails, aren't you the least bit curious what happened to everyone once you left?" gesturing to Shadow since he had stayed with them. Well stayed with them was strong, more like stayed in contact.

"No not really" he said truly wanting to just sleep.

"Then why not explain to Shadow why you left?" she continued, Shadows face was unreadable, neither of them knew if he cared or not.

Something told the younger fox he'd have to explain at some point and with Silver asleep he shrugged.

"Well Shadow you know how it started, because of her" he spat the last word like poison.

The ebony hedgehog nodded.

"After that things went as normal, I seemed normal. I stuck with everyone and didn't really change until a few years later. It was subtle but at first I just felt like being alone more. Almost like a voice or urge telling me to spend less time with everyone. Except Sonic, I still hung out with him when I had time" Tails explained the beginning of his slow decent.

"But soon when I got older my abilities were recognized by the government, they offered me a proposal, contracts and grants. My friends weren't the most… supportive…"

Flashback… Tails at age 15

"Wait they want to hire you?" Sonic asked sitting next to his friends.

The fox had grown a bit through the years, his ears getting longer making up a decent amount of his height. With them he nearly matched the blue heroes height. He was still mostly like his normal self with the addition of bags under his eyes from over working lately.

"Ya, but not quite like that. They are willing to offer me contracts and let me work independently with their money. Basically they will pay for what I do but the trade off is they own whatever I make them" Tails sounded excited, he could finally start making a name for himself as a great inventor like he dreamed to do.

"So essentially they'd own you?" Sonic asked not liking the sound of that.

"It's not quite like that. It's like being told to do work at any other place. They tell you to hammer a nail you do it, but in the end you don't own the house" he used an example off the top of his head.

"You already spend less time with the rest of us and this will only encourage you to distance yourself more. I don't want that buddy" he looked sad and depressed.

Tails frowned not liking to see his best friend so sad yet also found it a bit frustrating that he didn't want him to follow his dreams. It brought something up he locked away, ran away from but felt a lot recently. A whisper of words he had tried to forget…. To get past it. He couldn't tell what it said or who said it but it was there.

"But Sonic this is what I want, you know more than anyone his is my dream to become a famous inventor and change the world" hoping that would be enough to make his friend understand.

"What about the freedom fighters though…. We need ya" his plead for the fox to reconsider.

His lack of support only frustrated the fox more and he stood "Listen, I don't stomp on your dreams do I?" a small growl in his throat suddenly having the feeling that Sonic was holding him back, the voice in his mind getting stronger yet still inaudible.

"What!? No I'm not stomping on anything, I just want you to understand what we're all thinking, nobody is trying to stop you" Sonic defended surprised by the boys aggression.

"Sure doesn't sound like it, all you've done it explain why it's a bad idea how it will effect all of you. Nobody thinks about what I want or how this will help me. I'm taking this whether you like this or not" Tails yelled turning to walk away afterwards disappointed in his supposed friends.

"Tails wait, please I didn't mean it that way! I don't care if you take it I just want to know if you won't forget us!"

Tails turned and glared at the hedgehog stopping him in his tracks "Why you afraid you can't save the day without my gadgets and tools. I'm sure you can handle these problems on your own" he growled but continued "I loved doing this but constantly having the pressure of the world on my back, it's hard. All I want is to do something I want to do instead of zone hop all over and save the world from crazy egg shaped freaks. Unlike you I want to slow down, to be more then just a fighter"

Sonic was stunned by his words, a mix of attack and brutal honesty in them.

"I just want know if we'll stay friends" he whispered trying to ignore what he said but couldn't.

"Considering how little you have been supporting me despite me always being by your side before, we'll have to see"

"What, wait!"

Before Sonic could do anything else Tails went into his lab and locked the door wanting to blow off steam by working on something. When he calmed he called the number the government left and accepted their offer. He heard several people knock on his door asking him to come out and just talk but he couldn't look at any of them right now.

The voice in his mind was vague but it sounded female now, it made his heart ache but also made his blood boil. Not knowing who it was or what it was saying only made him more angry until he finally made a bad move welding something wrong.

He cursed "Crap" very uncharacteristic seeing the metal warped badly and growled.

"Why won't any of them support me, all they've been doing is trying to deter me. Nobody, not even Sonic told me I should go for it. Wasn't it him who said best friends always encourage eachother even when the idea is stupid?

The voice got louder as these thoughts rolled around is mind. He pinched the bridge of his nose and sighed before taking a deep breath to calm himself.

After some breathing he finally calmed and the voice disappeared. Thankful he kept working like normal and eventually came out when everyone gave up.

That was the start, where he truly started to become the new him. His distance only grew with his new responsibilities. Eventually he found his small lab inadequate for his work and convinced the government to build him a new lab. To keep his work secret it was underground, he later added more to it like it was in the present.

He stayed with the Freedom fighters despite all this and their lack of encouragement. Although his methods slowly changed, he hardly cared about being nice to bad guys after awhile. At some point he nearly killed Eggman but was stopped at the last second by Sonic allowing the fat man to escape.

That was another moment where Tails grew more distrustful of his friends. It seemed pointless to him to allow a bad guy mercy. Like a child who got leniency or their punishment was cut short it showed they could do it again with little to no consequence. Only a swift killing blow would stop Eggman and nobody seemed willing to do it or allow someone who was to do it for them.

This only distanced Tails even further, he slowly became a liability in the Freedom fighters eyes, his instability, anger and aggression becoming a problem. One of them even mentioned that Tails reminded them of Shadow more and more each.

It was dreadfully accurate though, Tails slowly came to admire Shadows ruthless efficiency. He slowly believed Shadow was a better role model than Sonic was. Sonic didn't have the guts to create real change and truly save the world, Shadow would kill to finish a threat if he had to.

Once again this brought Tails to a disturbing but fake conclusion in his mind. Sonic was always bored, restless and edgy when there was no bad guy to fight frequently enough. It made him think that Sonic purposely let his enemies escape knowing they'd be back and keep the rush of being a hero forever.

Of course this was all in his mind and untrue, It was simply a case of morals. He never spoke of this to Sonics face but it created yet more tension between the two. They were hardly friends at all at that point, even Sonic gave up, with very heavy regret.

Finally Tails' reckless actions become too much and he was unanimously kicked out of the Freedom fighters, nobody wanted it, but at the same time did. He used to be their friend and everyone had varying opinions on whether he was redeemable, but they all agreed he was dangerous to himself and others.

To some of the fighters surprise he didn't seem to mind, he almost accepted it gladly. All his stuff was in his new lab so he quickly left, hardly passing glances or goodbyes. By now he hardly trusted them, festering mental wounds he hadn't realized existed yet effected him. All the time he fell to this state the voice was always there. Unidentifiable yet familiar. It angered him yet made him want to cry, it made his inside hurts but his anger would usually overcome it. It was a mystery to him for a long time.

After he left he didn't keep touch with any of them, he truly felt they were all using him and upon hearing he was working for other people tried to subtly bring him back. Dumping him after all these years though was him doing things differently. They were afraid of real change, he wanted real change.

So he became a vigilante in his spare time. Hoping whenever he went out he could find clues, information or anything on his previous enemies. Besides that he would help anyone who needed help when he was nearby. He had his fair share of saving old woman from losing their purse. Only difference was the bad guy would end up nearly beaten to death and promising he'd go straight. Some actually did.

Only once did he find a previous bad guy and finished him. He got a call from the Freedom fighters on his cell phone recently after that, he was sure they were pissed off or wanted to ask what happened to the guy hoping he might know something. Whatever their possible questions or accusations were he never even bothered to listen to it. To him they weren't worth his time.

His promise to the government was fulfilled, he created a few new things, even finally being the one to perfect fusion making it a viable energy source now. So he only got more funding for his good work, he didn't need it all to complete his major work and secretly a ton of it went into side projects like upgrading his arsenal and eventually his suit. It wasn't how it was in the present, he upgraded through out his time.

His mechanical prowess allowed him to make a few vehicles for himself but like he would say in the future he never really used them, more to distract himself.

The AI that would eventually become his single companion for two years wasn't his mother. Infact it was hardly an AI. It was more accurately a virtual intelligence, it could do everything he needed but it wouldn't think on it's own.

One night though was what finally brought him to realize why and how this had all come to happen. About a year before Eggmans ultimate plan was initiated Tails was out in the night. Like always he was hunting. Looking down at his list of potential quarry "Hmmm… The Babylon Rouges, that sounds like a good one to go for right now" he spoke to himself .

He was wearing his suit, it wasn't quite as heavily armored as it was in the present and the grey coloring was now black to blend with the night. He hadn't heard the voice in awhile in his mind, but that now worried him. Every time it came to him he would do what he felt was right. His instincts told him not to stay with his friends or distance himself. It even made him believe that death was better then allowing them to live.

His mind was broken from a shout for help and his head spun in that direction already on the move. He ran to the edge of the building and saw a mobian running from a female mobian and noticed he had stolen from her. This guy looked familiar, a few weeks ago, yes that was it. He was stealing a few weeks ago…. He healed up pretty fast.

He sighed realizing not only was this guy a thief but a liar since he promised to never do it again. The fact he gave second chances to these parasites was a simple mercy he begrudgingly allowed. But a second chance was nothing he gave anymore.

Pulling out his rifle he aimed and with ease tagged the guys leg causing him to fall and skid to a stop.

The fox made his way to the bleeding man and upon seeing him the male mobian cowered in fear "No wait man, please you got to understand!"

"Shut up rat. I gave you a chance to live and you spit in my face. I warned you and you lied to me. People don't lie to me" his voice synthesized by his mask giving him an even more menacing tone.

"Hey man it's just a purse, cool it!" he begged.

Tails was taking no bullshit from him this time and approached kicking the already crouching man to his back and stepped on his neck poised to snap it with a simple twist of his foot.

The man gagged and pleaded to him with his eyes but Tails tensed ready to finish him off.

Although right as he was about to a rush of wind came by and knocked him away. He grunted quickly standing and drawing his combat knife and turned seeing someone he had hoped to never see again.

Standing over the man was the blue hedgehog he once called his best friend, now he only felt disgust, and betrayal from him.

"Back away" he growled to the hero, somehow hoping that he wouldn't notice his double tails and recognize him.

"He's just a purse snatcher, he doesn't deserve to die, you back off" Sonic yelled placing himself in between the bleeding man and the vigilante.

"He's not just a thief but a liar, I gave him a chance and he wasted it" Tails growled tightening his grip on his knife incase the hedgehog made any sudden moves.

"Then throw him to the police, he'll be punished!"

Tails laughed "Right, just like how you punish Eggman, I'm sure he stays up at night knowing his robots got damaged and that he's perfectly fine" his sarcasm was heavy.

Sonic glared at him and said "Doesn't mean I'm willing to kill somebody, there's a reason laws exist. It's not within my power to decide peoples fate"

"Eggman would gladly kill you ten times over, take over the world and enslave everyone and you think he's not worth killing. You're just weak and can't do what truly needs to be done. What are you teaching him by showing him mercy? That he can always try again and refine his plans? Or that no matter what you will never have the guts to truly stop him. Besides I bet you let him escape on purpose. You always did have a problem with settling down" Tails accidentally revealed who he was in his anger.

"So it really is you Tails….?" Sonic face softened sad to see how far his friends fell "What happened to you buddy?"

"I'M NOT YOUR BUDDY ANYMORE!" Tails screamed at him.

Sonic flinched at the angry voice his ears tilting back, but he recomposed himself "Tails, this isn't you. You used to understand. Why'd you change" he wanted answers.

"Because I realized what needed to be done, you are too much of a coward to understand!" Tails panted from yelling that loud it was taking his breath away.

"How am I a coward, I don't lower myself to this level" pointing to the bleeding man who had no choice but to listen to the heated conversation.

"Sometimes you need to get to this level to do what's truly right" Tails growled.

Sonic once again asked "What happened to you… we used to be friends, we all used to be able to count on you…"

Tails froze for a moment hearing those words and whispered "Can't count on anyone…" whispers in his mind became clear, they shouted at him "YOU CAN'T COUNT ON ANYONE!"

"Tails, listen to me!" Sonic yelled getting his attention.

The fox was done here, he threw his knife at the hedgehog who gasped ducking to avoid it but as he turned the fox was gone. Unknown to him he used his cloak to escape.

The fox was now on a building about a mile away and panted not because he was tired but because his mind was all over, like having a panic attack but not at all.

He threw his helmet to the ground and growled holding his head and shaking it "It's so obvious now… she did this to me"

"You can't count on anyone" the phased spoke in his mind over and over, he even felt the pain in his cheek again.

He fell to his knees feeling himself understand now "I couldn't trust any of them, I couldn't trust her. She betrayed us and they held me back. She was right all along" his hands clenched shaking as years of pent up frustration finally welled up as his frustration to understand finally was realized.

He wanted to scream in anger and success but couldn't feeling his body tremble… she had been right all this time. After all she did, broke his heart, hurt him, used him he had to admit she was right.

He hated her yet had to admit to himself she had known all along the truth of the world. No one could be trusted besides yourself. You use others and stab them in the back and that was how you survived. She knew it and now he knew. No one would use him again. He would always be ready to use them back just like they did on him or stab them in the back first.

Present…

Both Fiona and Shadow stared at the younger fox, his story keeping them stunned. His transformation was unbelievable. He had come so far only for a few words to destroy his life and turn him into a cold solitary hunter and now a lone survivor.

Fiona eventually looked away finally hearing the full extent of her actions to his character; he left his friends behind without a care nor regretted it to this day. He disconnected his life from everyone, even Sonic.

And in a way it was all her fault, it made her feel sick. Although she wouldn't allow either of them to see her get distraught.

Shadow though looked at the young man for a long time unwavering, he believed everything he said. His eyes said it all. But even Shadow knew Tails was broken, and needed to be fixed. Perhaps not now, he was what they needed right now. Someone willing to get the job done. Fixing him would sadly have to wait.

"We should probably get some sleep" Shadow finally breathed out, even for him it was awkward. He was afraid Tails' recounting would make him even more angry and attack Fiona, he wanted them to sleep but was gonna stay up awhile and keep that from happening if it did.

Both foxes agreed not wanting to look at one another and soon layed down eyes closed. The fighting got them tired and for once sleep was solace.

Shadow stayed awake for another hour making sure Tails had gone to sleep before following their example.

"He is fury and pain, a few years of loneliness and already having a hard past… poor kid" Shadow said to himself as he layed on his side. Hopefully he'd start to gain some of his old self back but he doubted that, especially with Fiona around. But like he said before right now they needed the bad Tails who was willing to get the job done.

So here we are the full recounting Tails' past I hope it was worth the wait. I tried to figure out a way to show how descended in a semi understandable manor and I hope I conveyed it properly. But it really lets you understand how long these wounds have been festering now in his mind. I hope it was good and I hope you guys are ok it was simply a story telling chapter but I felt I needed this out of the way before I could move forward. Lastly I just want to know if I made Sonic not sound like what Tails actually perceived him to be doing and just wanting him around. I just don't want to make Sonic seem like an asshole when I'm trying to make him just a friend saying he'll miss Tails if he left.

Live long and prosper

Admiralkirk