NOTE: The Knuckles Side Chapters DO CONNECT TO THE MAIN PLOT. Read them, or the first half of the story won't make sense.

Also; I don't really like this chapter... However, I think every chapter after this one may be my finest work yet. (Which isn't that hard, considering I've only made a couple of fanfics at this time.)

A 'Miles' In His Shoes

Chapter 2- Fighting the Temptations

"MASTER FOXIMUS, THE EMERALD IS OURS." Metal Sonic said as he returned to the Fox's lair. And, as soon as he finished his declaration, all 1,475 Badniks cheered. Metal Sonic was EXTREMELY shocked. "WAIT…. HOW DID YOU MAKE ALL THESE BADNIKS?"

"I mass-produced 'em for my master plan, Metal Sonic. Oh, and by the way… good job getting the emerald." Foximus said. He was trying to balance out his sides, both bad and good. But, it was proving difficult, as he was slowly focusing more on making a plan to destroy Sonic.

Later that afternoon, Tails was rethinking what he'd been doing for the past day. He STOLE the Master Emerald. He thought of all the destruction, chaos, terror and murder that had caused. He then thought deeper and said, "Angel Island's been through WAY worse." He then stopped his thought right in its tracks and gasped. "What's become of me? I'm practically becoming a murderous jerk!" Tails thought to himself. He then decided to get some rest. Maybe that would get his mind off of all this calamity that was happening. But, before he went to rest, he did something he had no idea he did, as if he was mentally turning to the Dark Side.

"Mechalis, go and clobber that fat, egg-shaped knock-off! The fact that he thinks he can outsmart me is LUDICROUS!" Foximus' unknown monstrous side bellowed towards the Mech.

"Y-y-yes, sir!" The Mechalis prototype stammered as it dashed away, towards the bright light of the afternoon.

"Well then, time to get some shut-eye, then I'll make my plan tomorrow." Foximus said as he regained control of himself, unaware that he had just sent out a maniacal machine to destroy his best friend.

Meanwhile, Sonic and Eggman were interrogating the amnesiac echidna, Knuckles.

"So, you've lost all of your memories?" Sonic asked.

"Y-y-yes… I can't remember a thing." Knuckles said.

"Well…crap. How are we supposed to tell him EVERYTHING that he's ever done?" Eggman asked.

"I don't know! I wouldn't know anything about it! Wait a second… Knuckles, think very, VERY hard for a moment. Do you remember a detail? ANY DETAIL about your life at ALL?!" Sonic asked the red-haired rodent.

"No….Wait, I REMEMBER SOMETHING! I was near an emerald, I believe I was protecting it, and then, a blue-quilled Mech came down and blasted me in the brain, which MIGHT have drained my memories. Actually, the robot looked a lot like you. Yeah, actually….just like…you…." Knuckles then drifted off into a slight sleep, and Eggman shook him to wake him back up.

"Robot…. Looks just like….me? Wait… but the only robot of me that still had remnants of it…. METAL SONIC?" Sonic exclaimed.

"No! That's IMPOSSIBLE! I murdered the devious traitor! It… wouldn't be anywhere NEAR logical!" Eggman shouted.

"Well, it is. A certain someone rebuilt him." A new voice echoed from behind Sonic and Eggman. Nobody recognized it, and then when they heard what he said, they gasped.

"What…. TAILS rebuilt Metal Sonic?!" Eggman screamed.

"No…Who's Tails? The only one us Badniks know about is Lord Foximus!" Mechalis said.

"Foximus?! FOXIMUS?! HAHAHAHAHAHAHAHAHA!" Sonic laughed hysterically. "Of all the names he could've chosen….."

"Now, are you quite done? After all, I'm here to murder you," The Mech said impatiently. "Or…you can hand over Echidna Boy over there, and I'll tell him the TRUTH about his past."

"I don't trust this guy as hard as I can smash him." Sonic muttered. Then he finally spoke up. "Past, such as…what?"

"Okay, I'll tell ya', hedgehog." Mechalis said. "You see, we're extracting his memories from where they landed; inside the Master Emerald. Ya' see, I've got a bit of it right here… a bit of your pal's memory… right in the palm of my hand.

"Okay, that's it! GET OVER HERE!" Sonic exclaimed as he sprinted into Mechalis, but to his surprise, he couldn't smash the Mech. "What the heck?"

"Yeah…..not going to work, Speedy Gonzales. Here, take it. You can't even smash me anyway. Foximus made me from modifying someone named 'Eggman's' design."

"He didn't….. How could he?" Eggman asked in a mix of shock and disbelief.

"Here, Ivo, take the memory and place it on the chest of your scarlet porcupine pal." Mechalis said as he tossed the gel to Eggman. Then, Eggman did as instructed, and Knuckles finally remembered who he was…. But not in the way that anyone would've guessed.

"You… You were the one who knocked Angel Island out of its place! You FILTHY DEMON! And after that, you were slowly trying to make me believe I was an ALLY with you?! Well, I won't take it anymore! GRAAAH!" Knuckles yelled as he jumped towards Sonic.

"WHOA! WHAT'D YOU DO, You jerk?!" Sonic grunted as he was being strangled by his former rival.

"Whoops…. Guess I gave him a MODIFIED version of the memories." Mechalis said in a evilly gleeful tone.

"You filthy robotic rubbish…." Eggman said, scowling at him.

"Flattery never succeeds, Robotnik. You should know that with how much you've pushed around Metal Sonic. Now then…." Mechalis then snapped his fingers, and Knuckles stopped slaughtering Sonic and came to the filthy mech's side. "See you tomorrow, when Foximus unleashes his plot. That'll be a great time, won't it, Sonic? Seeing you be brutally mutilated at the hands of your former best friend?"

"I'm going to snap your neck tomorrow, you sack of bolts." Sonic growled at the mech in a fierce way, a way that he'd never done before.

"….*Yawn*….. Yeah, yeah, I've heard that threat more times than I can count. Actually, wait a minute….. I've heard it about 58 times, to be exact. Anyway, see ya', you powerless losers. Come on, Knuckles…. We're going." And they walked off.

"Why those cursed jackasses… Come on, Sonic! We've got to get you ready for tomorrow." Eggman said. "Fortunately, I've made you an entire training room for the weapons I've made you, and to test your skills. Now, come on."

At Foximus' Lair….

"Hey, guys! New recruit!" Mechalis said as he walked in with Knuckles.

The Badniks stared in silence, and he heard one in the far distance mutter, "I'm going to snap his neck."

"Okay, let's see here…. 59 Times. Step up your insults, plier piles." Mechalis said as he walked towards Foximus' Work Room.

"Master Foximus?" Mechalis asked reluctantly as he tapped the kitsune's back. He was PERFECTLY capable of insulting others, but he always used a nervous tone in his voice when approaching his master. He didn't want to get demoted to a dishwasher.

"Yes?" Foximus said as he woke up and yawned.

"Sonic and Baldy Nosehair are getting prepared at the Green Hill Zone. Shall we make preparations as well?" He asked.

"Yes….. That would be quite nice. I've actually got a few ideas to taking them out." Foximus said. He then started to cackle, but stopped himself in the midst of it, realizing he may be going into his final phase of his evil form. He'd already put on the jacket, built the population of Badniks in one day, and started developing demonic traits, but he still held back…. But, he wouldn't stay under his own control for long.

To Be Continued….