The third round of the martial arts tournament was well under way, with all of the people watching eager to see what would happen next. In fact, the first fight of the third round was already off to a surprising start.

"Stay back!" Knuckles demanded as he backed away from his opponent. "I mean it!"

Staring him down was Keith, who charged right at him. As Keith threw a punch, Knuckles quickly leapt over him.

"Keith, please! I don't wanna fight you!"

"This is certainly an unexpected development," Scarlet reported, with Tails sitting next to her. "Tails, why do you think Knuckles is reluctant to fight?"

"It's because Knuckles doesn't want to hurt him," Tails responded.

Keith continued trying to attack Knuckles, but he kept moving out of the way.

"Come on, Knuckles"! Keith insisted. "Stop running away!"

"Forget it, Keith! I don't want to fight!"

"You think I can't take you? Haven't I proven myself by now?!"

"Of course you have, but I don't think you realize exactly who you'll be fighting against if you win!"

"What are you-"

"Just take a look," Knuckles replied, gesturing to the tourney board.

Keith looked over and his eyes went wide at the sight.

"I'd have to fight Amy or Rouge?!"

"Rouge will do anything to get her hands on an emerald. And if Amy gets mad enough, she's likely to knock you clean out of the stadium."

A sense of dread washed over Keith at the thought.

"Uh… Knuckles, can you come over here for a sec."

Knuckles raised an eyebrow and walked over. Before he could ask anything, Keith grabbed one of his fists, gently tapped it against his stomach, and instantly dropped to the ground.

"Ow!" Keith let out. "Ugh, he got me! I give!"

"Knuckles wins!" Elmer declared as Keith watched from the side, Chuck approaching on crutches.

"I see you inherited your mother's acting chops," he commented. "Still, I think you made a smart move."

"Honestly, I was hoping he'd make it a bit further before it hit him." Kat chuckled a bit. "Or, more likely, someone hit him out of the park."

"You're just sore that you went out in the first round," Keith retorted.

'That shoelace gambit was cheating and you know it!'

"All is fair in love and war."

Kat growled and tackled him, getting him in a headlock before nooging him.

Up next, Lucky took his stance, waiting for Shadow to come up on stage. Said black hedgehog was sitting in his chair, looking annoyed. Chessie approached him, giving him a concerned look.

"Hey, your fight's about to begin. Why are you just sitting here?"

"I'm not fighting."

"What?! Why?"

"Without Sonic, there isn't any real competition in this tournament. I'd be wasting my and everyone else's time."

Chessie looked out at the arena, sighing before approaching Scarlet. She tapped the woman's shoulder and whispered into her ear.

"Sorry ladies and gentlemen," Scarlet spoke. "I've just been informed that Shadow has forfeited the match. Meaning Lucky wins by default!"

"How does he do that?!" Knuckles commented.

"Just lucky I guess," Espio commented passing by.

After hearing that, a wave of irritation flooded Knuckles, prompting him to tackle Espio.

After that, Tanaka and Emerl faced off in the next round. Tanaka was dressed in japanese robes and armed with a bokken, which he drew towards Emerl.

"Brace yourself, my little friend," he challenged. "I am going to stick it to you!"

Tanaka leapt into the air, preparing to bring his weapon down hard on the little robot. Emerl looked up at Tanaka, scanning his form and technique. Before the bokken could make contact, Emerl caught the weapon in his hands. Tanaka went wide-eyed at the sight. Emerl pulled it away before leaping into the air, attempting the same move he did.

"I think I'm on the wrong end of that stick," Tanaka dreaded.

Emerl brought the stick down, inches from Tanaka's face.

"I give up!" Tanaka pleaded.

"Yay, Emerl!" Cream cheered with Cheese chirping happily alongside her.

Up next was Rouge against Amy. Amy gripped her hammer in her hand as the bell rang.

"Let's go!" Amy challenged.

"This oughta be interesting," Rouge remarked.

Amy charged forward, trying to bring her hammer down on Rouge. The bat however took off into the air, narrowly avoiding the attack. Rouge then dove back down, attempting to kick Amy. seeing this, Amy quickly raised her hammer, blocking the attack before shoving her off. The two continued having at it as Keith, Kat, and Chuck watched from the sidelines.

"Now I'm really glad I bowed out," Keith commented. "I'd hate to have to go up against one of those two."

"Yeah, you wouldn't have lasted," Kat commented.

"Oh, like you'd do any better?"

"I've been in more fights than you."

"That's… not something you should be bragging about.."

Back in the arena, Rouge and Amy charged at each other again, with Rouge swinging a massive kick at Amy that knocked the hammer out of her hands. It went sailing towards the three humans, forcing them to duck as the hammer embedded itself into the wall.

"That's why a hammer is no match for a bat," Rouge retorted.

"We'll see about that, you winged hussy!"

She charged right at Rouge attempting to punch her, but Rouge easily blocked the attack before kicking Amy in the stomach. She went flying back, hitting the ground hard as the bell rung.

"And with that, Rouge wins the match!" Scarlet announced. "We're now down to the final four. Emerl vs Lucky, and Knuckles vs Rouge."

While the tournament raged on, Orbot and Cubot were still on the run from the law, hovering away as fast as they could.

"They're still chasing us!" Orbot lamented.

"Don't they have anything better to do?" Cubot asked. "They've been chasing us since halfway through the last chapter!"

"There you two are!" Robotnik's voice called out.

The two looked up to see Robotnik flying overhead, visibly ticked off.

"Doctor!" Orbot called out. "Help us!"

"I send you two bozos on a simple errand and I find you on the run from Johnny Law outside of a stupid tournament!"

"Uh… we were framed?" Cubot tried to plead.

"Eggman!"

The three looked back to see Sonic hot on their tail.

"Oh great," Robotnik lamented. "Him again."

"You're not getting away this time!"

"You'll have to catch me first!" Robotnik declared, flying away.

Back at the tournament, Emerl and Lucky were set to face off. Emerl just watched and scanned Lucky as he danced around the arena. Seeing no discernible skills or abilities, Emerl just walked over to Lucky. He picked up the small robot, carefully turning him over to reveal a small on/off switch. He gave it a quick flick, and Lucky's movements immediately shut off.

"Well that gives new meaning to the term power move," Scarlet commented as Emerl dropped Lucky on the ground. "But with that display, Emerl wins the match!"

"That means Emerl's going to the final round!" Cream realized.

"I'll bet he'll win," Helen replied.

Cheese chirped in agreement.

Up next was Knuckles and Rouge. The echidna cracked his knuckles as Rouge just crossed her arms.

"You know, there's no shame in backing out now," she told him. "I'd completely understand if you felt more than a little outclassed." She winked at him on that last bit, setting him off.

Knuckles growled in response. "Fat chance, batgirl! I'm not backing down to anyone, especially you!"

"If you insist," Rouge shrugged before spreading her wings.

She took off right towards Knuckles, taking a swift kick at him. Knuckles ducked under the kick and tried to punch her, but she quickly took off out of the way, kicking him in the back of the head. He fell to the ground, visibly irritated as he got back up and tried to take another swing at her, only for her to dodge again.

From the crowd, Keith and Kat both winced at the punishment Knuckles was being dealt.

"Knuckles may be strong, but even he can't punch what he can't reach," Keith remarked.

"He'll figure something out," Kat insisted. "There's no way he's gonna lose to her."

Knuckles shook off the blow and tried gliding upwards towards Rouge, only for her to give him a swift kick in the face knocking him back to the ground. He staggered to get back up as he landed, gritting his teeth at how things were going.

"Come on, Knuckles," he whispered to himself. "You can do this. There is no way that flirty little-"

Knuckles stopped for a second, a sly smile gracing his face as Rouge approached.

"Not so hot now, are ya?" she retorted. "What do ya say we finish this?"

"I couldn't agree more," Knuckles replied.

Rouge then charged right at him, leaving Knuckles to brace himself as she approached.

"He's thought of something," Kat realized. "He's got a plan!"

"Well he'd better do it soon," Keith dreaded.

Just as Rouge got in close, Knuckles grabbed her wrist and pulled her in close, kissing her. Rouge went wide eyed, as did Keith and Kat. Their jaws dropped and they looked at each other in pure shock. As Knuckles pulled away, Rouge stumbled backward, red-faced and dazed.

"Whoa… next time warn a girl before-"

She was then cut off by a fist from Knuckles, sending her flying across the arena. She hit the outer wall and slid down, the bell ringing to signal the end of the fight.

"Ooh," Keith let out. "Right in the kisser."

"That… was cheap…" Rouge let out.

"Hey, it worked, didn't it?" Knuckles remarked.

"Knuckles wins!" Scarlet declared. "And with that, we have our final combatants. Knuckles, and Emerl!"

Back with Sonic, he continued his pursuit of Robotnik, much to the mad doctor's irritation.

"Don't you have anything better to do!?" he called out. "You're harder to get rid of than gum on my shoe!"

"I'm not letting you get away!" Sonic declared. "I may not know what evil plan is cooking in that messed up mind of yours, but it won't work!"

"Shows what you know! My latest plan is so brilliant it will shake the foundations of this world in ways you can't even imagine!"

"Yeah, right! This plan's gonna end like all your plans do! You, sitting in a pile of broken robot parts, wondering how you could fail so spectacularly!"

"I've had it with that attitude of yours! Well the time for witty retorts is at an end! Now is the time for me to push some buttons!"

He did so, firing missiles right at Sonic. Sonic easily evaded them before using Orbot and Cubot as a springboard to shoot himself upwards. He rolled into a ball and collided with the Eggmobile, smashing it to pieces and sending Robotnik flying into the air, screaming all the way.

"Well, looks like I hit a grand slam," Sonic remarked as he watched Robotnik fly away.

"And now for the final event!" Elmer announced. "In this corner, the toughest fist fighter of two worlds, Knuckles the Echidna! And in this corner, the master of computerized combat, Emerl!"

The crowd erupted into mad applause as the two opponents prepared to fight.

"Just so we're clear, I'm still not sure I trust you, Emerl," Knuckles admitted. "I don't know what your deal is, but I'm not gonna stop until you're scrap metal."

"Then bring it on, Knucklehead!" Emerl taunted in Sonic's voice.

"Emerl has copied the fighting styles of dozens of combatants, not to mention his observations of everyone here at the tournament," Tails announced. "His skill level might even be beyond Knuckles."

"With fighters like this, we're gonna be in for the most grueling match up yet," Scarlet added.

With a ring of the bell, the two combatants charged at each other Knuckles tried punching the Gizoid, but he easily avoided the blow. Knuckles tried again, this time nailing Emerl and sending him hurling into the air. Emerl recovered and performed Rouge's screw kick to try and nail Knuckles. He leapt out of the way just in time, quickly moving behind Emerl and grabbing him.

"Ha! Got you now!"

"Think again!" Emerl replied, mimicking Tails from earlier.

Emerl then rolled into a spin dash, spinning Knuckles around wildly as he shot them into the air. They hit the ground hard with Knuckles taking the brunt of it. Emerl then leapt off of Knuckles before charging at him, spinning his fist before punching him, sending him skidding across the arena. Knuckles pulled himself back up before charging at Emerl, only to get knocked aside.

"Emerl's clobbering him!" Keith let out.

"Looks like Knuckles won't be winning that Chaos Emerald either," Rouge remarked, nursing a black eye and some bruises.

"You must be enjoying this then," Shadow noted.

Rouge shrugged in response. "A little."

Shadow just elbowed her, causing her to wince in pain. Meanwhile, Cream and Helen continued watching the fight, Cream feeling bad about how Knuckles was getting hurt.

"Knuckles doesn't look so good," Cream realized. "Maybe he could use a hankie."

Cream pulled out a handkerchief she had and tossed it onto the ring. Just then, the bell rang.

"And Knuckles has forfeited the match!" Elmer announced. "The winner is Emerl!"

The two girls were shocked by that.

"Cream, they must have thought your handkerchief was a white flag," Helen realized.

"Oh no!" Cream let out before running to the stage. "Wait, sir! There's been a mistake!

Before she could get far, Knuckles reached up, blocking her with his hand. "No Cream… there wasn't a mistake. I tapped out. Emerl was too tough for me, as much as I hate to admit it."

"Oh…" Cream realized as the handkerchief fell on Cheese, causing him to try and pull it off. "I just didn't want you to lose because of me."

"You're fine," Knuckles reassured before turning to Emerl. "You're good, Gizoid. We'll have to have a rematch when I'm not so beat."

"Not bad," Rouge noted. "Though I deserve a little credit for softening him up."

"Whatever you have to tell yourself," Chessie replied.

A short time later, contestants and audience alike cheered as Emerl walked onto a large stage, where the President was standing alongside Christina.

"Congratulations, Emerl," the President commended, shaking the robot's hand before turning to Christina. "Bring the award."

Christina nodded, grabbing the red Chaos Emerald from a nearby table.

"Emerl," The President continued. "As we build a fighting force against Dr. Robotnik, your victory today is a shining example of the strength and fortitude of everyone willing to stand up against his tyranny!

At his secret hideout, Robotnik was lamenting his loss against Sonic while flipping through TV channels. He stopped when he caught sight of the tournament and Emerl being awarded the Chaos Emerald. The sight caused him to grin maliciously.

"Looks like this game just got a lot more interesting."

"On behalf of the entire nation," the President resumed as Emerl took the Chaos Emerald. "I congratulate Emerl!"

The crowds erupted into loud cheers, though Emerl was strangely quiet. He stared at the Emerald, his eyes glowing as he seemed to scan it. Cream took note of this and became concerned.

"What's wrong, Emerl?" she asked, approaching the stage.

Emerl didn't respond. Instead, a compartment on his chest opened up, allowing him to place the Chaos Emerald inside. Once the emerald was contained, its energy surged through Emer's body, causing his eyes to glow bright red. All of a sudden, he leapt into the air, seemingly heading right towards the crowds in the stands. The audience quickly moved out of the way before Emerl crashed down. Everyone screamed in terror as Emerl continued wrecking the arena.

"What's going on with Emerl?" Amy asked.

"It's the Chaos Emerald," Keith assumed. "Once he got hold of it, something must've went off inside its processor."

"His memory banks were damaged when Cream first found him," Tails recalled. "The Chaos Emerald must've reactivated something inside him."

"I knew that robot was bad news!" Knuckles declared before running towards him.

"Knuckles, stop!" Kat shrieked. "He's already beaten you without the emerald!"

"Someone has to try!"

"Then how about a second set of hands," Shadow offered, skating alongside him.

Knuckles nodded as the two charged at Emerl. Reacting fast, Emerl spin dashed right into Knuckles, knocking him back before turning towards Shadow and catching his fist. Emerl then kicked him aside, causing him to skid across the ground. Chessie's cables whipped out, catching his fists as a result. She attempted her electrical attack, but Emerl just absorbed the energy before sending it back down the cables. The energy electrocuted Chessie, knocking her to the ground as Emerl freed himself.

"Emerl!" Cream called out. "Stop this! Please!"

Emerl turned towards Cream, stopping for a second, as if he was fighting against his newly destructive programming. The little rabbit continued to stare at him, tears in her eyes before Sonic zoomed in, scooping her up.

"You ok?" he asked.

"Yes, but something's wrong with Emerl!" Cream reported.

"The Chaos Emerald," Tails insisted. "Maybe if we get it away from him, he'll revert to normal!"

"I'm on it!" Kat replied, creating some exploding balls and knocking them right at Emerl. "I'll crack him open like a coconut!"

Emerl turned to her, weaving in place to dodge each of the balls. Then, he caught the final one, immediately flinging it back at the group. They quickly moved out of the way as it exploded, bathing the area in fiery smoke. Kat coughed in response, barely able to look up and see Emerl cutting through the smoke. She backed away and swung her bat at him, only for him to catch it and bring his fist down hard on her arm. There was a loud crack and she screamed, clutching her right arm as her bat tumbled from her fingers.

"Kat!" Keith cried out.

He rushed forward, grabbing Kat's back and smashing Emerl in the face. Once he was knocked back, he rushed over to Kat.

"My arm…" she let out amidst the pain. "I think it's broken…"

"We'll get her out of here!" Vector reassured as he and the Chaotix rushed up. "You guys scrap that tin can!"

"That you can count on," Keith agreed, sliding on his gloves and activating them.

He grabbed hold of the bat, charging up with the gloves' energy before turning to Emerl as he picked himself up. He grabbed a stray piece of metal, spinning it like Amy would with her hammer before charging at him. Keith gripped the bat as he took a swing at Emerl. The bat collided with the metal surging it with energy. The two exchanged blows repeatedly, Emerl unaware of Keith's skill with the bat. Keith managed to hit Emerl in the face, his body briefly surging with energy as a result. Emerl focused that energy into a ball in his hand before chucking it towards Keith. He tried taking a swing at it, but missed, getting hit by the energy itself and falling back. Emerl leapt into the air, intent on bringing the metal piece down on him, only for Sonic to leap up and punch right through the metal, breaking it. Touching down on the ground, Sonic ran over to Keith to see if he was ok.

"Keith!" Sonic let out. "Are you alright?"

Keith just let out a groan, just barely conscious. Sonic gritted his teeth as he turned towards Emerl, who had just fled out into the city.

"He's getting away!" Knuckles declared.

"Vector," Sonic spoke up. "Get a hold of Vanilla so she can tend to Keith and Kat. the rest of us are going after Emerl."

"Be careful, Sonic," Vector warned. "That thing doesn't go down easy."

"Neither do I," Sonic replied, just above a whisper.

He took off, with everyone else following close behind. Cream however just stood in disbelief of what was happening. Helen came over and put a comforting hand on her shoulder.

"It's gonna be okay, Cream," she insisted. "Sonic will get that emerald back and save Emerl."

"I… I hope so…"

The heroes managed to catch up with Emerl as he started wreaking havoc across the city. Citizens ran in terror as Emerl destroyed everything in fight, even flipping a car into a nearby building.

"Emerl saw everyone fight in that tournament," Tails realized. "Now he has all our best skills combined."

"Even a combined assault would be fruitless," Knuckles cursed. "According to historical records, just one Gizoid was enough to wipe out an entire army of elite warriors."

"He didn't see everyone fight," Shadow informed, turning towards an approaching Omega. "Do your thing."

"Primary objective: destroy Emerl!"

Omega then jetted into battle, activating his cannons and opening fire on the robot. Emerl was hit at first, stumbling back a bit. After recovering, Emerl began to move and keep out of the line of fire. Eventually, he leapt up into the air towards Omega, using Sonic's speed to punch a hole right into his chestplate.

"Omega!" Shadow let out.

When Emerl removed his hand, he had a containment sphere with a small, yellow flicky inside. He cracked the sphere open, the flicky instantly fleeing as Omega fell over, now without a power source. As everyone gasped, a familiar, maniacal laugh filled the sky.

"Did you really think it would be that easy?!" Robotnik cackled as the Eggmobile descended.

"Eggman!" Sonic let out. "I should have known you had a hand in this!"

"Who do you think programmed Emerl with his destructive programming? I discovered the Gizoid in the Mystic Ruins after it was brought over through Chaos Control. Bokkun attempted to use him in his attempts to spring me from prison, but due to your interference, the plan was a bust and Emerl got his memory banks scrambled. The energy given from the Chaos Emerald caused a memory reboot, turning him from a docile robot into a mean machine. And I guarantee, he won't stop until he's torn all of you apart!"

Sonic just growled in response.

"We'll see about that," Knuckles declared. "I've got a score to settle with that thing after what it did to Kat!"

Knuckles ran right at Emerl, with Sonic and Tails flanking him on either side.

"We got your back, Knux!" Sonic reassured him.

"We'll take Emerl apart!" Tails added.

"Tails, you flank from above. Knuckles, you go in on the right, I'll take the left!"

Knuckles and Tails nodded as Tails flew above Emerl as Knuckles and Sonic moved on either side. Sonic rolled into a spin dash as Knuckles spun into a corkscrew, fists first. Thinking fast, Emerl leapt into the air, causing the two to hit each other as a result. Looking up, Emerl saw Tails flying right at him, tossing some dummy ring bombs at him. Emerl easily dodged and swatted the rings aside before darting up and punching Tails right in the gut. Tails instantly dropped out of the sky, prompting Sonic to rush out and catch him before he hit the ground. The fox groaned, struggling to breathe after getting the air knocked out of him.

As Emerl landed on the ground, Amy ran up and tried to take a swing at him. He effortlessly dodged each swing before grabbing the hammer and ripping it from her grasp. Before she could even register its loss, he used it to punt her through a building, where she was almost immediately buried in rubble. Rouge went in first, spinning into a screw kick, prompting Emerl to leap out of the way before she could make a hit. Emerl then tossed the hammer towards her, forcing her to dodge. She then flew right up at Emerl, hoping to finish him off, but he just responded by using her own screw kick to knock her out of the sky. Seeing her fall, Knuckles reacted and leapt into the air, catching her.

"You alright?" he asked.

"I'll be better once that tin can is scrapped." She grunted, clutching one of her wings. "Great… my wing… Little freak tore it…"

Knuckles brought her over to the others, where Shadow and Chessie took a look at her.

"Is it bad?" Knuckles asked.

"It could be worse," Chessie admitted. "We should get her back to the stadium so Vanilla can look her over."

"Chessie, you go," Shadow told her. "I'll stay with the others."

"Amy was hurt badly too," Sonic informed her. "Think you can swing by for her?"

"Sure," Chessie reassured before slinging one of Rouge's arms over her shoulder and shooting a cable to swing off.

"How are we gonna beat this thing?" Tails wondered. "No matter what we throw at him, Emerl returns it in kind. It's like we're fighting ourselves."

Suddenly, something clicked in Tails.

"Wait, that's it!"

"What's it?" Knuckles wondered.

"If this thing can copy everything about us, all our strengths and fighting styles, who's to say it can't copy our weaknesses?"

"It's… possible."

"And I know the perfect weakness to try out," Sonic chimed in. "Mine. If we can drive him towards the ocean, we might have a shot."

"What about you?" Knuckles questioned.

"Just keep me high and dry and we'll be fine."

Knuckles nodded at that, his gaze becoming determined. "Alright then. Let's give this a shot."

The four remaining heroes took off, Shadow leaping into the air.

"Chaos Spear!"

Several energy bolts rained down, prompting Emerl to dodge before taking off, the four of them in close pursuit.

Back at the arena, Vanilla and the Chaotix were tending to the injured as Cream and Helen consoled one another.

"Don't cry, Cream," Helen urged. "Sonic's beaten worse odds than this. I'm sure he'll stop Emerl."

"I know, but… I want to believe my friend is still in there…but I hate how he's hurting everyone."

Cheese gave Cream a comforting hug, which Cream returned in kind.

"Miss Vanilla!" Chessie's voice rang out as she descended into the arena, holding both Amy and Rouge. "I've got two-" she grunted as she stumbled, "-three more patients for you…"

The Chaotix quickly rushed over to help them as Cream and Helen watched. Suddenly, a look of determination fell on Cream's face. She stood up, turning to Cheese.

"Come on," she told the chao. "We need to stop Emerl."

Cream started flapping her ears as she and Cheese flew off.

"Cream, wait!" Helen called out. "Be careful…"

The injured fighters watched her fly all, each of them concerned for the girl's wellbeing.

At the beach, Emerl continued running as the four heroes maintained pursuit.

"Time to end this," Knuckles declared, drawing his shovel claws.

"I couldn't agree more," Shadow snarled, summoning some Chaos Spears.

Knuckles began digging under the sand as Sonic rushed forward. Shadow shot the Chaos Spears at Emerl, nailing him in the back. Knuckles then sprung up from the ground, uppercutting Emerl and launching him into the air. Tails quickly flew up and grabbed Sonic by the hand, spinning him around so he would collide with Emerl, causing him to crater into the ground.

"That won't hold him long," Sonic informed. "Tails, see if you can rip out his programming before he hurts anyone else."

Tails darted towards the ground, dropping Sonic off before towards Emerl. Just as Tails reached Emerl however, Emerl sprung back up, grabbing Tails by the throat and tossing him aside, cratering him in the sand.

"Tails!" Sonic let out, running over to him.

Sonic knelt over Tails, checking to make sure he was alright.

"Come on buddy, speak to me."

Tails let out a groan of pain, signaling Sonic that he was alright. Sonic let out a sigh of relief, before turning to Emerl with an angry expression on his face. He took off at breakneck speeds, alongside Knuckles and Shadow.

"Knuckles, keep him busy!" Shadow instructed. "Sonic and I will spin dash from either side. Hopefully that should trip him up."

"Anything's worth a try at this point!" Knuckles agreed.

Knuckles bolted right at Emerl, unleashing a barrage of punches at him. Emerl was quick to dodge and deflect the attacks, quickly kicking Knuckles aside as Sonic and Shadow did their thing. Sonic managed to nail Emerl from behind, disorienting him enough for Shadow to attack from the front. The two hedgehogs kept hitting Emerl back and forth, hoping to keep him off balance. It almost seemed to be working… almost. Emerl quickly rolled into his own spin dash and plowed into Sonic, knocking him onto a pier overlooking the ocean. Emerl then planted his feet, grabbing Shadow's spin dash and struggling to hold him back. Finally, Emerl managed to toss Shadow aside, sending him crashing into the ground. Sonic slowly tried to pick himself up, noticing that he was looking down at the water below.

"Oh boy…" he let out.

He then looked back and saw Emerl slowly approaching him. Sonic groaned a little as Emerl stood over him, raising his fist to finish the fight. Just then, a small blue blur shot out of nowhere and socked Emerl in the faceplate. The gizoid stumbled backward, mildly stunned as Sonic tried to figure out what happened. To his shock, it was Cheese! He flew in again, striking Emerl as Cream flew in from behind, grabbing Sonic.

"Are you alright?" she asked as she carried him to safety.

"I am now," he replied.

Cream set Sonic down on the beach before flying back over to Emerl.

"Emerl!" she called out, landing in front of him as Cheese flew next to her. "You attacked the city, and you hurt my friends. I want to help you, Emerl, but you have to stop this!"

Emerl stood frozen, as if two different sets of orders were currently clashing in his mind. His destructive protocol, as well as the memories of his time with Cream. His eyes were even flashing between blue and red as a result. Cream looked confused as Emerl held his head as he eyes continued flashing blue and red.

"Emerl?" Cream asked.

Emerl slowly walked backwards on the pier, still visibly conflicted about what to do. His programming was demanding he attack, but he just… couldn't. All he could see was the girl who had taught him to make flower crowns and who had helped him to get better.

"Emerl, what's wrong?" Cream asked. "We can help you."

"No…" Emerl replied, his voice sounding like a mix of all his other voices. "Can't… comply…"

"What's going on?" Shadow questioned, completely confused. "Why isn't he attacking?"

"Because he cares about Cream," Sonic answered. "She's been by his side every day since she found him. No matter what his programming demands… he can't hurt her."

Suddenly, Emerl began sparking with electricity, smoke rising from his joints as his head twitched.

"What's happening?" Cream let out.

"His conflicting programs must be causing an overload!" Shadow realized.

"Cream, you gotta knock him in the water!" Sonic called out. "Hurry!"

Cream turned back to Emerl, visibly conflicted.

"Do it…" Emerl insisted. "It's the… only way."

With tears in her eyes, Cream approached the robot. "I'm sorry, Emerl…"

"As… am I…"

Turning away, Cream gave Emerl a shove, sending him into the water. He splashed down hard, oil leaking out from his eyes, as if to signal that he was crying. On the surface, Sonic and Shadow ran up towards Cream, just as an explosion of water shot out high over their heads. Cream just looked blankly, tears building up in her eyes. Sonic placed a hand on her shoulder, prompting Cream to hug him intensely, crying uncontrollably.

"It hurts," Sonic whispered, just holding her and petting her head. "I know it does. But in the end, he was still your Emerl."

Shadow just looked on as Cream held Sonic. He couldn't say why, but he felt something of an understanding of what Cream was going through. He walked over to her, hesitating for a moment before just resting his hand on her head.

"I'm sorry," he whispered. "I truly am…"