A/N: Ok, this chapter is a little shorter than usual (besides the one extremly, extremly only 700 words long one...). Dunno what came over me. It was kinda hard for me to keep Cream and Tails in character for me (or as in character as you can be when your best friend wants to kill you...). I'm not exactly their biggest fans... let's just say that... heh heh...

And I'm really grateful for the flood of reviews I got for the last chapter. I was overwhelmed! I have no idea what I did in the last chapter, but OH WELL! THANK YOU GUYS SO MUCH!

Disclaimer: Hmm... I wonder why I put the disclaimer up here this time? Anyways, no, I don't own... I think I can pretty much guarantee myself that I won't get sued now...

Character Ages

Sonic: 23

Amy: 20

Tails: 16

Cream: 14

Eggman: Unknown

Metal Sonic: Unknown

Knuckles: 24

Rouge: 26

Shadow: Older than I'll ever live to be...

Vector: 28

Espio: 24

Charmy: 14

Cream shivered. Tails had said those words so quietly, but she could hear the seriousness behind them…. the quiet, deadly seriousness behind his whisper of a voice. His eyes still held Cream's as they grew hard, hard as a diamond, without the slightest hint of the light that usually glowed so warmly behind them. "Please, Cream… don't do it," he said again. Then, he abruptly turned away from her, his eyes staring down at his shoes, but Cream could sense that the hardness that she had seen in them did not vanish.

"So?" The hedgehog was once again starting to turn impatient. "I would think that your answer would be clear the first time I made you the offer. What can you do against me, after all?"

The rabbit could feel herself going back to square one again. 'What do I do?' She didn't have much of a choice, she admitted to herself. It was either grab Tails, and save him and herself, but leave Amy behind, or stay and get them all killed. Maybe if she left with Tails, she could get reinforcements… but Amy would surely be dead by then, and the hedgehog would be gone. 'She has helped me through so much… what kind of friend would I be to leave her behind like this?' She looked over at Amy, hoping for any sort of reaction from her, but Amy was still staring, her eyes seeming to be covered by complete blankness. 'Is Amy even here anymore? Would she thank me if I stayed with her and got myself killed? Would she curse me for the rest of eternity if I left her?'

'Cream, what do you want to do?' A voice seemed to ask her.

Before she could answer herself, Sonic broke her out of her thoughts. "This is taking too long," he growled, causing Cream to almost jump out of her skin. "You've got until five, princess."

'No!' Her mind screamed. 'But… but I don't know…'

"One…"

'… what I want to do…'

"Two…"

'Yes, you do… you want to stay and protect the others…'

"Three…"

'But…I'm not strong enough… I'm not brave enough…'

"Four…"

'Yes you are… think of all the other dangers you have faced, all the things that you've been through…'

"Five…"

'You are brave, and you are strong…'

"Time's up."

'Now prove yourself…'

There was an explosion of fur and quills as Sonic charged. Nobody could tell what happened for a second…

Then, it cleared. Cream stared down at herself surprised, barely remembering how she got where she was.

"Huh," said Sonic, looking at his empty hands, and then at Cream, who was about three meters away from him. "So you do have a little fight in ya."

Cream got up from her kneeling position a little shakily. She swallowed, her mouth dry. 'Did I just…?' Yes, she hardly remembered moving away, but she had. She had propelled herself backwards using the wind that usually screamed behind Sonic as he ran, boosting her speed as she flew. She could almost remember feeling Amy's hand as she grabbed it, while gripping onto Tails all the while. Cream touched her ears. Was the wind that had caused them to swell and lift them all to safety really there?

'I think… I think I might be really able to do this…'

"Impressive." Sonic clapped his gloved hands. "Now, let's see you do that again…"

Cream spread her legs out into a battle stance. She was ready this time.

Again, Sonic charged at them.

Cream tried to do the same thing as she had done before, and she readied herself for a blast of wind from Sonic as she tightened her sweaty grip on Tails and Amy.

There! She felt it… the ripple going through her fur as the wind started to thread it's way through it. Her ears started to swell again as the wind billowed towards her.

'Heh…' Sonic gave his famous, self-confident smile. 'That's not going to work twice…' he thought to himself. He curled into a ball and jumped up high, right above their heads.

Cream gasped in surprise as Sonic changed his course. When Sonic was directly above them, he uncurled from his ball and started to free-fall towards them with his arms wide open.

She couldn't dodge this one. Sonic landed directly in front of her, knocking her off balance. He stood back up slowly, teetering a little from dizziness. 'Impossible!' he thought to himself, outraged that he let that thought even cross his mind. 'I have unlimited power!'

His slight teeter didn't escape Cream's eyes. 'So he is tired from all those fights. Maybe those wounds are starting to get to him…'

Sonic looked down at the rabbit, towering over her small figure. "You're not even worth a good practice…"

Cream starting backing slowly away, dragging her two charges along with her. Suddenly, her right hand hit a rock. A very good sized rock, from the way that it felt. Just the right size and shape… it almost reminded her… of a chao?

Slowly, she let go of Tails arm, never taking her eyes off Sonic, who seemed to have taken off on another of his little 'speeches.'

Suddenly, she hurled the rock as hard as she could at Sonic, the exact same way she would hurl Cheese at one of Robotnik's creations. Luckily, the rock had a hard, pointed top, and Cream had a lot of strength for someone of her age. She managed to stun and surprise Sonic just a little as the rock blew him back a few feet.

'Here's my chance,' thought Cream, ready to take off to the air…

… until an orange-yellow blur streaked pass her.

"Tails!" she shouted, realizing that he was no longer by her side.

Sonic recovered just in time to see Tails coming at him, his icy diamond eyes riveted at his form. Sonic jumped back just in time to avoid a punch from Tails.

'That look…' thought Sonic, glaring at the young fox. 'He has that look… the look of a killer…' Sonic wasn't worried though. He knew he was faster, stronger, more agile, better than Tails in this situation. 'He'll be gone in one blow…'

The two began to circle each other, one warily, the other with arrogance. "Are you sure you're ready for this, lil bro?" he asked, his voice emphasizing 'lil bro.' "Not afraid of getting hurt?"

Tails didn't say anything in reply. He felt so… strangely calm. Like the eye in the center of a storm. Indeed, he could feel his heart race and his palms sweat, but his mind was cool, focused on his one goal: 'I'm going to do it. I'm going to kill my role model, my best friend… my brother. Because of me… he will breathe his last breath…'

They circled a few more times. The thunder echoed, and lightening followed its' companion soon after. Then, the two on the ground, with the rainy sky above them, charged at each other.

Tails took a feinting lunge to the left. Quickly, he backed up, and then shot a leg forward in an attempt to knock Sonic off his feet. Sonic jumped, then spin-dashed Tails in his face, who started to fall over backwards. Before he fell though, the fox used his two tails to cushion his fall and spring him towards Sonic. When he got near enough, he spun on his heel, and his tails lashed out towards the blue hedgehog. Sonic flipped back, and Tails stopped his attack right at the moment Sonic attempted a sliding kick to throw him off balance. Tails jumped, and took to the air, his twin tails spinning madly. Sonic looked up at his challenger's disappearing form, and jumped off the ground after him.

Ten feet… twenty feet… thirty feet…

'Higher…' Tails thought to himself, pushing himself to his limits and beyond. 'Higher… higher…' He ignored the way the lightening seemed to miss him by mere inches, the way the thunder almost deafened his sensitive ears, the way the rain soaked through his fur, his skin… 'Higher!' He shot through the clouds.

Suddenly, he stopped, his tails finally drooping in exhaustion. Not done yet, he curled himself into a ball, the dropped like a bomb from the sky towards Sonic.

Cream craned her head up as high as she could, trying to see what was happening. 'Tails…' His name brought pity into her heart. 'So… it all comes down to this…' She bit her lip, then squinted as a dot in the sky started to come into view, dropping with intense speed towards Sonic who was still launched in the air. 'It's… it's Tails!' Her eyes widened. He was going at speeds that could match Sonic's! And if he's going that fast… '… there's bound to be an explosion!' Her eyes darted frantically around. There was barely anything to hide in. Almost everything had been decimated because of all the fights… but she had to find something! Soon, her eyes rested on an overturned computer, lying on it's side, the screen smashed. As gently as she could, she lifted Amy onto her back and placed her inside the computer. There was just enough room to fit her small body inside with Amy's. She looked around at the bodies of her friends, then back up at Tails and Sonic. 'Damnit… I don't have enough time to hide them…' It couldn't be helped, but her heart was still heavy with regret as she climbed inside the computer with Amy. As soon as she was sure they were both tucked safely inside, she poked her head out to watch the two as they battled. 'It really has gone down to this…' She glanced at Amy, who was facing the wall. 'Poor Amy…'

Sonic saw the incoming fox heading towards his direction. He too curled into a ball, and aimed a homing attack at his direction.

The two attacks met.

Cream pulled her head back inside just in time to avoid a collision with an incoming piece of metal swept up by the wind caused by the explosion in the sky. It bounced off the outside of the computer harmlessly, and to Cream's relief, her unconscious friends seemed to be coping very well with the explosion. She peeked out again, her eyes taking a little time to adjust to the stinging wind. She saw the two fighters locked together, their attacks grinding against each other, and they seemed to almost float in midair. Static started to spark between them.

'Oh no…' Cream's mind gasped.

A lightening bolt leaped out from the sky like a finger, and wrapped itself around both Sonic and Tails. The two broke apart and started to fall from the sky.

Cream leaped out from inside the computer and took to the air.

Fireworks sparked in Tails's mind. It felt like a knife was stabbing his head repeatedly, and all his eyes could see was white. A clanging sound was bouncing around his eardrums; his heart was beating so fast that if felt like it would swell out of his chest. Every pore was on fire, every nerve was encased in electricity. His mind howled for it all to stop, for all of it to end…

Cream caught Tails in her arms just in time as he nearly smashed into the ground. Sonic whizzed past her and crashed into the ground, a giant crater appearing like a footprint where he landed. Cream started a slow descent, crying Tails's name all the while, silently fearing that he was gone too. She landed on the ground with a thud.

"Oh… Cream…" Instantly, the said girl silenced her shouting.

"Tails…" she gently set him on the ground. "… Tails… you're still here? Can you hear me?" Cream was trying her hardest to hold back a flood of tears. Tails just looked so… helpless. His breathing was so rapid, yet so shallow, like he was fighting for every breath. She brushed back his bangs, then grabbed her hand back suddenly as the searing heat of his forehead was felt through her glove. Grabbing his hand, she felt his pulse, trying to not pass out from the overwhelming smell of charred flesh. 'It's… it's so faint…' She stroked his hand. "Don't leave me too," she whispered, her tears starting to fall onto Tails's chest.

"Ugh…" Her ears perked up at the sound of his voice. "Cream… Cream, is that you?" He smiled a bit, a little glow returning to his eyes. "Can you tell me…?" his voice was alarmingly weak. "… Is Sonic…?"

"No, he isn't."

Terror constricted her chest. Her eyes wide, she whipped around, finding herself face to face with Sonic's looming figure. Before she could even react, her body was flung aside like a rag doll.

Weakly, she got up, coughing a bit, almost like she was choking on air. "H-How…"

Sonic spared her one sharp, piercing glance. Cream resisted the urge to vomit at the sight of the burnt skin and singed-off fur that seemed to be barely able to cling onto his bones. "Do you honestly think that after all those fights that a little lightening bolt is going to be able to stop me?" He laughed, but it sounded more forced and wheezy than usual. His eyes reverted back to Tails's helpless form. "I am a creature of pure power, and you have dared to challenge me. Now… you will die…"

Desperately, Cream looked for a way to distract him. She grabbed another rock off the ground. "Hey, Sonic!" she shouted, trying to get his attention.

Sonic turned, and she threw the rock. It hit him on the forehead, but because of Cream's fear, she did not throw it with the usual strength that she would. It left him with a bruise in between the eyes, but Sonic was neither shocked nor fazed like before. He just seemed… annoyed.

Sonic rubbed the mark with a gloved finger. "Wow… you're really starting to tick me off…" He sped towards her.

Cream barely had the chance to blink. She looked down at her orange dress. Instead of rain… it was now soaked in blood, coming from the three scars now crossing her chest. She looked back up. Sonic was flicking red liquid off his gloves.

Then, the pain came. Cream opened her mouth, trying to inhale air. She collapsed on her knees, her body numb from the pain, her hands clutching her stomach as the blood seeped into her pure white glove. Her eyes felt like it was starting to be clouded over by a red, hazy fog.

Sonic was coming closer, with a maniacal look in his eyes. Blood lusting eyes. Weakly, her strength disappearing with every drop of blood leaving her body, she tried to hurl another rock at him.

Cooley, the blue hedgehog held up a hand and caught it just as it was mere inches from his face. The rock smoked in his hand. "You're really, really annoying…" he said, voice low.

There was no place to run, nowhere to hide, nothing to defend herself with.

Lightning flashed, thunder exploded, rain fell…

Cream prepared to be engulfed by the arms of darkness…

A gasping, choking sound met her ears… and it was not her own…

Even though her eyes were wide and staring at the scene before her, her mind didn't see it… until she saw the figure behind Sonic.

"Sonic…" Tails was somehow on his feet, and his tails had somehow snaked their way towards Sonic and found his neck. "Stay away from her…" His grip on Sonic's neck tightened, cutting of his air supply. Another guttural sound of a choke tore out of Sonic's lips.

Cream stood up, wincing as pain shot through her body once more. "Tails… you're… you're going to do it?" Sonic's hands were tugging and clawing desperately at Tails's hold on him, his eyes wide with panic for once.

Tails looked away, avoiding eye contact with both Cream and Sonic. "Cream… I have to do this…"

The young rabbit took a few small, hesitant steps forward. "But… but Sonic…"

"Look, Cream," Tails now looked directly at her eyes. Eyes that flashed with hate… and yet were flushed with fear. "This… this thing… it isn't Sonic…" Were those tears collecting around the corner of his eyes? "I… I have to…" His voice trailed off. His tails seemed to slacken slightly.

Before Cream could say anything, another voice interrupted her. "T-Tails…? What's… what's going on…?"

Mouth agape, Cream's eyes darted over to Sonic's face. That voice that just came out of his mouth… that was defiantly not the voice of the monster that they had been facing earlier.

Tails seemed to notice this too. Almost hesitantly, almost afraid to say it out loud, he looked at Sonic, who was still struggling in his grip. "S-Sonic…?"

Emerald eyes flashed in recognition. They held emotion, and weren't simply the two stones that Tails had seen earlier. 'No… no, it's a trap!' His tails tightened around Sonic's neck.

Sonic gasped at the pressure. "Tails?" His voice was high, strained. His face was starting to blank. "B-buddy?"

Tails flinched. 'Buddy…' He looked back at him, his mind in a muddled state of confusion. A part of him ordered for him to stay put, keep his tails around his neck. But the other part… it was ashamed of what he was doing. 'You're no better than Sonic…' But did that really matter anymore? He had to put his foot down. He had… to stop… Sonic…

He could feel his resolve slipping with every thrash from Sonic's body, every gasp of air that he tried to inhale. The vulpine felt his eyes staring at Cream's, her dress ripped, blood dripping onto the ground. She was staring at Sonic in pure horror, watching as he fought for life and breath. He found himself looking at Sonic too, staring at Sonic's face, who's pleading eyes were starting to dim. His movements seemed to be getting weaker and weaker… his attempts to get out of his grip starting to stop…

'I… I can't…' Both shame and relief flushed through his body, making him dizzy. 'I can't… I can't kill Sonic…but yet…' His grip slackened a bit more…

A sharp pain burned his skull, and he blacked out.

A/N: (GASP!) Sonic has really, really sunk low, hasn't he? (GASP again) Anyways, I'M GONNA GET SONIC RIDERS TODAY! Yay! Some people are telling me it sucked out loud, but I'm gonna try it anyways. I also got Sonic DX (what? There was a special, ok?), and I was apalled every time they opened their mouth to talk. Their mouths (mouths?) were way too low, and Sonic had fangs! (shudders).

Anyways, hope you enjoyed!

Anonymous Reviewers:

Janelle Eppler: Here's the update! Thnx for reviewing!

Jacqueline: Don't worry... you'll find out soon... very soon... (ahem). Hope you enjoy reading this!

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