Sonic and Knuckles got to Eggman's main base in record time, plowing through the chain-link fencing around it. To their surprise, no rambling Egg Pawns blared a warning at their entrance; in fact, there were no rambling Egg Pawns at all.

"Something's fishy here," muttered Sonic, his ears swiveling and his nose quivering tensely. "He must be organizing some kind of ambush somewhere."

"Well then, let's be ready," growled Knuckles, knocking his fists together.

They bulldozed their way into the main building, battering down the front door. Inside, a host of security cameras immediately swiveled around to stare at the intruders with wide, blank, dark lenses and little red blinking power lights. Sonic and Knuckles froze momentarily, but nothing happened; nothing shot at them, nothing leaped at them, nothing barreled down the hallway waving implements of war.

"Something is really, really fishy here," whispered Sonic. "Maybe the Egghead's not at home?"

"Wouldn't he leave even more security to make sure the place was safe?" Knuckles whispered back.

"I dunno—I've never been in one of his bases when I wasn't actually fighting him." Sonic paused, blinking. "Why are we whispering?"

"I'd like to see you not whisper," Knuckles retorted. Sonic nodded ruefully. The deathly silent, abandoned atmosphere seemed eerily like some kind of crypt, outright demanding a voice of hushed respect.

"Well, maybe that's what we need," Sonic muttered, and drew a deep breath. "HEY! EGGMAN!"

His shout sounded hollow and echoed weirdly down the empty halls, but it didn't seem to have any effect. Once the ricocheting syllables died away, the thick silence returned, seemingly even heavier than before.

"I think he's trying to mess with our heads," said Sonic grimly. Knuckles gave a soft growl, though whether it was one of agreement or general irritation wasn't clear.

"Come on, he's bound to be keeping Tails somewhere deep inside the building," rapped Sonic, and took off at a rapid clip. Knuckles followed.

The hallways twisted onwards, empty and sterile, lifeless except for the security cameras that swung dutifully around to track the intruders' progress.

"He's watching us," said Knuckles through gritted teeth. "He's just sitting somewhere watching us."

Sonic nodded slightly, his eyes still fixed ahead. Suddenly he screeched to a halt, his head swiveling.

"Shhh! Listen!"

As their clattering footsteps died away, the following silence was incomplete. A soft thumping sound filtered periodically over to the two Mobians, muffled and distant.

Nodding conspiratorially to Knuckles, Sonic crept down the hall, ears turning like radar dishes. Finally he stopped in front of a certain door, leaning in to listen.

It's here, he mouthed to Knuckles, and felt at the doorknob. It wasn't locked. Taking a deep breath, he threw the door open—

"Holy smokes," hissed Knuckles.

The room was filled with the wreckage of Egg Pawns and a few other robots. Piles and piles of mangled metal bodies lay on top of each other, some of them still functioning; the sparking, flailing, half-dead ones were what had caused the thumping sound.

"What happened here?" murmured Sonic, starting to walk slowly around the heap of robots, studying it. "They don't even look like they were smashed or broken, the way we'd break 'em. They look more like they were . . . taken apart, somehow."

He turned at the sound of crushing metal, and found Knuckles stepping away from a thoroughly smashed Egg Pawn.

"What are you doing?"

"Putting it out of its misery," said Knuckles gruffly.

"Ah, come on, those things can't feel!"

"Probably not," grunted Knuckles. "But is that a risk you want to take?"

Sonic shrugged carelessly and turned away, only to find himself looking into the searing blue eyes of a legless Pawn, twitching spasmodically on the floor. He quickly changed his mind.

He and Knuckles went swiftly around dispatching all the robots still functioning, then met up at the other side of the room.

"He's seriously trying to mess with our heads," said Sonic grimly.

"Either that or he's just lost it."

Sonic bit his lip, looking around with knitted brows.

"Either way, that doesn't say anything good for Tails. We've got to get moving!"

They bolted down the corridor again, throwing open doors on either side, calling Tails' name. Suddenly the distant roar of scraping metal cut over the sound of their cries, followed by a heavy thud. They both stopped, panting slightly, listening with wide eyes.

"What d'you think that was?" murmured Knuckles.

The screech and thump came again. It sounded like some massive metal construct was slowly being tipped end-over-end down the hallway.

"Is it . . . getting closer?" Sonic barely had time to mutter, before a deafening roar of machinery and an explosion of motion crowded out all other thoughts.

"Heads up, heads up!" barked Sonic, leaping aside just in time to avoid being sliced in half. "I might've known this would happen eventually!"

The robot now menacing the two Mobians was of an unusual design. It was not in Eggman's favored colors of red and yellow, but a drab unpainted metal-gray, with a hard blueish sheen. Nor was it one of his more common humanoid or animal-based shapes; it was shaped more like a pyramid with the top removed, smooth and squat, with tractor treads barely peeking out beneath its metal skirting. A buzz saw protruded from each of the four faces. One of these whirling circular blades had just leaped out on a mechanical arm to scream inches from Sonic's body, but when it missed it promptly retracted back into its slot, still spinning.

"Woah, whaddaya call this one? Egg Tank? Egg Box?" Sonic lunged aside as the circular blade came whirling at him again. "Seriously, the Egghead's losing his touch!"

"You call this losing his touch?" sputtered Knuckles. "How are we supposed to defeat this thing?"

"What, you left your fists in your other suit or something?"

"Where am I supposed to hit it?" growled Knuckles. "The flat sides of it should be the weak points, but that's where the saws are!"

"Then hit its edges!" Sonic backed up slightly and leaped into a spindash, aiming for one of the corners of the device. He struck hard, with a screaming of quills on metal, but quickly bounced off again without leaving so much as a dent or scuff mark.

"Owwwww," he groaned in surprise, reaching back to feel at his quills. "What's this thing—"

"Look out!" yelled Knuckles, and Sonic barely managed to scramble out of reach as the robot pivoted smoothly, turning its face with one whirling saw blade towards him. Knuckles took the opportunity to slam a fist into one of the edges himself, and similarly had to lunge for safety when the robot turned towards him instead. It was still undamaged.

"That weird blue shine—it's coated with something really hard!" growled Knuckles.

"Flip it over!" called Sonic, diving for the floor and trying to lever the machine off its tractor-treads—but the pyramidal shape gave it an extremely low center of gravity, and even Knuckles couldn't turn it over fast enough to avoid the buzz saws. It seemed to be getting more aggressive—as soon as Knuckles backed away from his second attempt, it plunged forwards with a roaring of motors, forcing the two Mobians to flee to a safe distance again.

"It's so simple," gritted Sonic, panting. "But that's what makes it so tough! But it's just gotta have a weak spot . . . "

Suddenly Knuckles' eyes lit up.

"The top! The top is flat! If we could just get up there, we'd be safe from the saws and could knock the roof in!"

"How are we supposed to get up there?" sighed Sonic, gesturing at the robot. It had stopped its pursuit, but was now spinning swiftly in place, all four saws extended and slightly tilted, whirring dangerously. There was no approaching this behemoth.

"You distract it, I'll jump on top! I don't need any maneuvering space or momentum for a spindash, I can just punch it in from a standstill," barked Knuckles, his feet scraping in preparation for action.

"Got it. Go!" called Sonic, and bolted. The robot's rotation slowed, then halted as one of its saws leaped out. Sonic ducked around it, keeping up a steady dance of avoidance to hold the robot's attention. Meanwhile Knuckles flung himself forward, sank the spikes from one fist into the floor, and catapulted himself up onto the flat platform on top of the robot. He was already drawing back his fist when a strange whirring sound filled the air—

"Knuckles-get-out-of-there!"

—and suddenly the top of the robot shot upwards with a whoosh of hydraulics, crushing its passenger against the ceiling of the hallway.

"Knuckles!" cried Sonic, as the platform lowered again and the echidna's limp body tumbled off. Sneakers squealing against floor tiles, Sonic leaped straight over the robot and snatched Knuckles up along the way, just in time to keep him from rolling into one of the saw blades. They both landed heavily on the other side of the robot, Sonic stumbling to hold up a near-unconscious Knuckles.

"Knux? Knux, how bad is it?" he asked urgently, holding the echidna upright and watching his purple eyes rolling woozily under half-closed lids. "Knuckles! Talk to me, pal!"

"M'good, m'fine," slurred Knuckles, stirring faintly. "No big . . . deal . . . "

"Can you stand?"

"Will . . . in a minute . . . " Knuckles gave a twisted sigh, his hand straying unconsciously to his side. Heck knew what kind of damage his insides had sustained, considering how battered his outside was.

Sonic looked up at the sudden groan of tractor treads; the robot was bearing down on them resolutely. Gritting his teeth, Sonic slung one of Knuckles' arms over his shoulder and took off down the hallway, half-supporting, half-dragging his injured friend along. Despite its tank-like build, the robot was frighteningly fast and maneuvered corners with little difficulty, keeping dangerously close to the fleeing Mobians at all times.

"Come on Knux, come on, just a little further!" urged Sonic, fighting not to glance over his shoulder. "Ha! Home free!"

He'd just spotted an open door. Plunging through, he slammed it shut behind them and dragged Knuckles to the far end of the room. The walls shook as the tank-bot slammed into the door behind them; then a moment of silence, a sudden scream of metal, and a spinning saw blade shot straight through the door, probing deep into the room. Sonic pulled Knuckles back a little farther.

"Holding up okay?" he asked, adjusting the echidna's arm over his shoulder.

"Mhm." Knuckles' grunt was slightly strained, his forehead beaded with sweat. "Just . . . lemme rest, just a m'nute."

Suddenly the saw drew back through the sliced door, tractor treads squealed, and the walls shook again. Another pause, and another impact, then another. The robot was apparently trying to break down the door now, and the hinges were indeed beginning to splinter steadily out of the wall.

"Sorry Knux, can't stop yet!" groaned Sonic. There was another door behind them; mercifully it wasn't locked. Sonic threw it open and pulled Knuckles through, slamming it closed just as the first door gave way and crashed to the floor, taking part of the wall with it. As the robot started battering at the second door, Sonic and Knuckles stumbled from room to room, trying to put as many closed doors between themselves and the tank-bot as possible.

At last they got far enough away that they could no longer hear the crashing of metal and roaring of motors. Panting, Sonic stopped and carefully eased Knuckles down to sit against a wall.

"Okay, I think we can rest now," he sighed, crouching next to him. "How're you doing?"

"Holding up," gritted Knuckles, forcing a game smile—although the paleness of his muzzle made it less than convincing. "I've been worse."

"Hang in there. Rest up a little, then we'll get you out of here and I'll go back for Tails."

"Don't be dumb," scoffed Knuckles. "We need to find the kid fast. You leave me here, go find him."

Sonic opened his mouth to argue, but realized it would probably be better not to make Knuckles talk right now. Sighing, he socked the echidna's uninjured arm very gently and stood up, taking in the room where they were currently trapped. There were some dilapidated, dusty old crates in one corner, a broken table, and the door they had come in through, but there was also another door. Hoping it might lead to an exit or a more comfortable resting place or (improbably) someplace with a medicine cabinet, Sonic stepped over and opened the door.

It led to a medium-sized office-like room. It was the same sterile white all over as the rest of Eggman's base, but across from the door was a desk, cluttered with paperwork. At the desk sat a familiar figure, bent over some diagram.

"Tails!" cried Sonic. The scruffy golden head shot up.

"Sonic!" Tails' face broke into a grin, and he leaped from his chair.

"Talk about lucky breaks!" grinned Sonic, meeting the little fox halfway and scooping him up for a hug. "Yo Knux, look who's here!"

"Hey kid," called Knuckles, mock-saluting from where he sat. "Good to see Eggman's been treating ya right."

Sonic chuckled, but at the same time felt the strangest chill come over him. How did this work, come to think? Eggman was never good to his prisoners; Sonic had expected to find Tails strapped to a table or chained to the ceiling by his wrists, or at least in a cell. Of course, he was very glad this wasn't the case, but . . . the door to this room wasn't even locked. How had Eggman kept Tails from escaping?

"Sonic?"

The hedgehog snapped out of his thoughts to find wide blue eyes looking up at him curiously.

"Heh, sorry—just started thinking how to get outta here," breezed Sonic. "Ready to hit the road, li'l bro?"

"Not really," said Tails quietly.

Sonic felt another chill, stronger than the first. He schooled his voice into a lightly joking tone.

"How come? They have better food here?"

"I chose to come here," said Tails, shaking his head. "I'm not going to leave until I'm ready."

"You . . . chose . . . Oh come on, you sent a letter calling for help!"

"That was to lure you over," replied Tails coldly, folding his arms. "I decided it was time to switch sides, Sonic. I've been playing second-best for a long time; always the one tagging along, trying to keep up with you, fading into the background while you get all the credit for being the 'hero of Mobius.' Where do you think you'd be without me, huh?"

Sonic was well and truly dumbfounded for a moment, but Knuckles hardly seemed surprised.

"Well," he grunted, gingerly heaving himself to his feet, "look who's gotten himself bitten."

"Bitten?" Sonic blinked. "Fio?"

"Yeah." Knuckles steadied himself against the wall. "Wild. I would have bet every relic on Angel Island that he'd lose his smarts or his tails, but it looks like he lost his loyalty instead. Who'd have thought?"

"Oh man." Sonic looked at the little fox with wide eyes. "Tails?"

"Yeah, I got bitten," shrugged Tails. "I was on my way home from G.U.N. HQ when a purple rabbit came out of nowhere and bit my leg." He twisted one ankle sideways, showing off the small tooth marks.

"Woah." Sonic shook his head, still registering. "Well hey, that's not too bad. We brought some antidote, you can have mine."

Tails considered a moment, regarding the flask Sonic held out to him, then took it and uncorked it carefully. Without warning, he suddenly turned it upside-down and let the contents gurgle out onto the floor.

"Thanks. I don't want it."

Sonic blinked silently.

"I like this," said Tails, his normally gentle blue eyes gunmetal-hard. "Here, I'm partners with Dr. Eggman. I'm his equal. He let me build the new guard robot from his old Egg Pawns, he lets me weigh in on all the decisions, he treats me like a grown-up. Why would I want to go back?"

"Because—" Sonic hesitated, looking lost. "Because . . . geez, Tails, you're not yourself! You weren't meant to fight on his side."

"Why not? It's about time I showed you what I can do without you bossing me around," said Tails bitterly.

Sonic drew in a breath and let it out slowly, looking Tails up and down. Knuckles watched, his head tilted in sympathy.

"And there's nothing I can say to change your mind," said Sonic at last.

Tails shrugged.

"Not really. You want me to take that antidote? You'll have to make me."