Tails looked around for the exit of the large field,scanning the area with his wrist watch. He saw a shadow above him that resembled an eagle.

"W-What the,a badnik!" he exclaimed,looking above only to see a griffon flying above him,the griffon then swooped down to attack the yellow fox,who quickly dodged her.

"Quit running dweeb,It'll make it easier on both of us!" Gilda screamed,throwing her claws at Tails again,who dodged her.

"Whoa!" Tails screamed. He then spun his tails like a jet propeller and began to fly away from her. Gilda cracked her knuckles and smirked.

"Whats the matter huh,crying home to your mommy kid?" Gilda taunted. Tails pulled out his laser gun and aimed it at Gilda,who was now out of sight.

"Huh,what the?" Tails then was startled by Gilda,grabbing his head which fit nicely into her claws.

"Heh-heh-heh,say your prayers kid!" Gilda said,smirking while extending her claws. Tails made a struggle to escape,which made Gilda's grasp even harder.

"I told you kid,resistance just makes it harder on you,now time to finish this!" she said,squeezing his skull with no restraints. Tails then put his twin tails onto Gilda's beak,tickling it so it would make her sneeze.

"Ah-ah-aahCHHOO!" the griffon screamed,letting go of Tails as she sneezed.

Tails grabbed his head,which was obviously in pain and groaned. Gilda wiped off her nostrils and growled at him.

Tails let out a quick "AHH!" in surprise and began flying away,but Gilda was quick enough to grab one of his tails before he could do so.

"AHH,BACK UP,BACK UP,I'M UNDER ATTA-" Tails couldn't finish his transmission before Gilda clamped her hand over his mouth.

She then held him held him up by one hand,covering his mouth with it,and began punching the young fox's head until he was unconscious. She realized her mission was complete when she noticed that her hand was covered in his blood.

She smiled at her accomplishment and activated her ear piece.

"I've got one of 'em,what should I do now?" Gilda asked.

"Who is it,tell me,I want to know." said.

"Its that twerpy little fox that Sonic's always hanging around,you know,the one with the two tails." Gilda said,sounding uninterested in the conversation she was in.

"Thats Tails. Bring him here,we could use him as bait!" told the griffon,who responded with a quick

"Roger." Before cutting off transmission and flying back to the room

Else Where...

Knuckles,Fluttershy,Rarity,Espio,Vector,Charmy,Pinkie Pie,and Spike were up to their necks in badniks.

Knuckles was punching swatbots into submission while Vector chomped on them. Espio threw several kunai at a caterkiller, disabling it. Pinkie Pie kicked the caterkillers parts towards several Eggpawns,destroying them easily.

Rarity created a shield in the vents to prevent more from entering. Spike chomped on a motobug,tearing it apart before spitting the metal out. Charmy attacked several swatbots with his headbutt attack,sending them back.

All Fluttershy could do was sit in the corner,cowering in fear,hoping that none of them would hurt her.

Knuckles bashed another swatbot's head in before backing away into the corner Fluttershy was in. Eventually,everyone was surrounded and backed away into the corner. They built a defensive line,Knuckles,Vector and Charmy in the front to preform melee attacks,Pinkie Pie,Rarity,Spike,and Espio in the middle to perform long ranged attacks with their fire and projectiles,and Fluttershy still cowering in the corner.

"Th-theres too many of them,we have to retreat!" Knuckles exclaimed

"Where to,in case you haven't noticed,WERE SURROUNDED!" Vector exclaimed,destroying a motobug with his bare hands.

"I can teleport us out,but I can only take two at a time,three if you count me." Rarity added.

"Didn't think it would end this way,but I always hoped,dying in battle,a fate for a real Joni-"

"GUYS LOOK,ITS RAINBOW DASH!" Pinkie Pie exclaimed,pointing to a rainbow that was heading their way. Rainbow Dash created a rainbow colored tornado,trapping all of the badniks inside as Sonic jumped inside and spin dashed all of them,destroying them. Sonic ran up to Knuckles faster than he could blink,so it looked as if he had teleported there.

"Hey Knuckles,sorry we took so long,we ran into these weird wolf guys,they didn't really look like Mobians though,funny huh?" Sonic said quickly.

"Heh,took you long enough. Now come on,lets go and take that old coot down!" The red echidna exclaimed,pounding his hand into his fist.

"Uhh,Fluttershy,you can stop cowering now,its safe to come out." Spike said,poking Fluttershy who was still afraid.

"Are you sure,no more of those badniks are around right?" Fluttershy asked,turning her head to see Charmy Bee,who was wearing the head of an Eggpawn as a mask. The sight nearly made Fluttershy faint. She screamed her usual high pitched scream and fell over. Rainbow Dash ran to help her up. Charmy laughed to himself until Vector went up to him.

"KNOCK IT OFF CHARMY,YOU NEARLY GAVE Her A HEART ATTACK!" he shouted at his companion,hitting him upside the head.

"Ow..." Charmy said,the hit hurt Vector more than it hurt Chamry though,due to the extremely hard helmet he sports all the time.

Pinkie Pie and Rainbow Dash stood Fluttershy back up,who was still nervous.

"Alright guys,lets go show the over grown Egg who's boss!" Sonic exclaimed as they all charged towards the control room.

Else where...

Applejack was looking for Tails,who's transmission had been cut off by an enemy.

"Tails,Tails where are yah?" she asked around,looking around frantically. Twilight Sparkle came running towards Applejack.

"Any luck finding anything Applejack?" she asked. Applejack shook her head at the question.

"I haven't seen hide,nor tail of that furry little fella." Applejack said,frowning. The ground then opened up and a convincing looking Tails dummy was sitting there.

"Guys,over here..." the doll said in a sneering voice that differed from Tails's. Twilight Sparkle and Applejack shared a confused stare with each other,then smirked and slowly approached the dummy.

"There you are Tails,where have you been?" Applejack asked,she was not very convincing when lying.

"GOTCHA!" Rover,the leader of the diamond dogs,yelled out as he jumped out of the hole and tried to snatch Applejack,but she easily evaded his attack and Twilight Sparkle dropped a large rock on top of him with her levitation spell.

Rover groaned in pain as the two ponies stood above him,frowning.

"So,your in co-hoots with huh,well then,what have you done with Tails?" Applejack demanded the answer. Rover stuck his tongue out and dug a hole out of the large bolder,climbing out and retreating back under ground.

"Catch me if you can!" he sang,smiling to the two,trying to lure them towards him. Twilight Sparkle and Applejack looked at each other with a raised eyebrow.

"You know its a trap Twi."Applejack stated

"I know Applejack,but we need to get Tails back,he has vital information that we need." Twilight Sparkle said. The two nodded and entered the tunnel left by the Diamond dog,but they couldn't get ten feet in before the tunnel collapsed and caved in. The three diamond dogs then climbed up from the ground and activated their communicators.

"We got two of them." the smallest one said.

"Good,bring them to me!" The mad Doctor said mischievously

"Right away!" The tallest one said,cutting off transmission.

Else where,several minutes of this incident...

Sonic,Rainbow Dash and the others reached the door that lead to the control room. The door was very large and possibly was made with a very strong metal.

"How are we getting in there?" Espio asked

"Lets knock!" Pinkie Pie shouted out happily.

"Allow me!" Knuckles offered,punching the door several times until it collapsed. They all entered the room and was waiting for them in his chair.

"Why Hello Sonic." greeted his nemesis.

"Say your prayers,Eggman!" Sonic commanded the doctor as he jumped towards him,using his homing spin dash to get to him but was then cut off by Shadow,blocking his way. Sonic stumbled backwards from the counter attack. The others entered the room,preparing to attack when another large,sturdier door closed behind them. They were then surrounded by Trixie,Fang,Mephiles,Gilda,The diamond dogs and their hounds and many badniks and swatbots,prepared to attack.

"Now,now my men,no need to be rude here,we just want to talk is all,you know,negotiate." said.

"What about?" Rainbow Dash asked.

"About those elements of harmony of course,I could use some power like that you know." the mad doctor said, stroking his orange mustache.

"Well you can forget it,no way were gonna just let you have them,once Twilight gets here,your a goner!" Spike exclaimed

"And lets see whats behind curtain number one!" exclaimed,motioning to a crabmeat,who puled the curtain,revealing a trapped Twilight Sparkle,Applejack and Tails.

Everyone gasped at this in shock.

"As much as I wanted to finish her off,the doctor insisted we'd use her as black mail,and it's working isn't it?" Trixie asked. Rarity growled and Rainbow Dash was getting ready to attack them all. Sonic pulled on her tail and shook his head.

"Tie them up." demanded.

"No way,not with out a fight!" Charmy bee exclaimed,rushing towards a swat bot who had a rope

"NOT SO FAST!" shouted,cranking a lever and sending a shock through Applejack,Twilight,and Tails through their cages as they screamed in agony. let up when Charmy descended to the ground.

When they were all tied up, went and bent down to speak to Rarity,Pinkie Pie,Fluttershy and Rainbow Dash,who were all tied up.

"So,do we have our-selfs a deal,your friend,for the elements of harmony!" said offering his hand to the ponies.

Rainbow Dash shuffled,trying to escape the rope. Pinkie Pie was biting at the rope,trying to free herself. Fluttershy was too afraid to even speak. Rarity simply growled at and bit his hand.

"OWW! Why you little..." pulled out a small laser gun from his pockets and put it directly to Rarity's head.

"Nighty night..." he said,about to pull the trigger when Twilight Sparkle screamed

"NO,WAIT, you can have the elements..." she said,woefully. smiled mischievously and chuckled to himself.