A/N: Alright, here's the next chapter!

Chapter 21

Knuckles stared up at Rouge as she glared at the monster. "Rouge..." He could barely stare at her because of the bright light radiating off of her.

The monster let out a loud bellowing screech, it sounded like a battle cry. It swung a giant slimy fist at her, but Rouge was quick to move out of the way. She did a downward kick to the creatures outstretched arm and sliced it right off. The attack was in vain as the monsters arm simply reformed. Rouge preformed a screw kick this time going through both arms. The monster let out a howl and this time instead of growing back two arms it reformed four. It began to attack Rouge with its four newly formed limbs. Rouge was moving quickly to avoid the multiple attacks. She gritted her teeth in anger as she fought to come up with a strategy of attack. Time was fleeting and her new powers would only be with her for a short time, her body was simply too inexperienced to take the strain for very long. She went in for another swift borage of powerful kicks and punches, but every wound inflicted healed in moments.

The monsters arms wrapped around Rouges body and slammed her up against a building. It held her there, and it gradually lowered its head so its eyes could meet hers. Slowly the hands that held her began to ooze and the black gunk began to cover her entire body. Rouge struggled to get free, but it was no use. The sludge wrapped around her and slunk toward her face. "Rouge!" Knuckles stretched out an arm toward the monster. He'd give anything to be able to fight this thing.

Rouge felt the muck oozing across her skin as it began to overtake her face. "I failed...I let them down..." Her eyes reverted back to normal as she felt the slime wrap around her ears. It would soon cover her entire face. Rouge closed her eyes in defeat. She expected to meet dark emptiness in her mind, but instead she met something very different.

~FLASH BACK~

"My name is Lilly," A little Panther was smiling up at her.

"Rouge," Knuckles was yelling like he always did. "What do you think you're doing? And who is that little girl?"

"Yay he's gonna come with us!" Lilly cheered, as Knuckles folded his arms and blushed.

"Rouge! For once would you just do what I tell you?" Knuckles was holding up a giant metal fist.

"Don't ever leave us behind again, okay?" Lilly hugged Rouge.

"Geese Rouge how many times do you want me to say it? I like you!" Knuckles was blushing as he sat in a hospital bed.

"I'm scared! Save me!" Lilly whimpered and screamed.

"Rouge," Knuckles was holding her gently by the arm. "I love you."

"Give me back my mommy!"

Rouge's eyes suddenly shot open. Her mind had been filled with every happy, sad, endearing, and painful memory she had made with those she loved. She was more empowered now than ever. "You won't hurt them anymore!" The black ooze finally enveloped her completely.

"No!" Knuckles pushed himself to his feet, though every cell in his body protested. "Rouge!"

Rouge opened her palm and looked at the Tokda stone, it was shining brighter than ever and more importantly it was beginning to split with cracks. She closed her palm and then her eyes. "AH!" A huge light erupted from the muck and a wave of energy so strong that it blew Knuckles off his feet and so far back that he was out of sight.

The creatures eyes reflected surprise as if it couldn't believe Rouge had escaped. Rouge clenched her fists, and as she did lightening began to strike more and more frequently, until at last the strikes of lighting began forming a circle around her. The brightness became so strong that even the monster had to shield its eyes. Rouge raised her hands high as if calling for more power, and it came. So much lighting began to encircle her that finally she became invisible as she was completely surrounded by a wall of light. In the next few moments the tower of lighting began to move toward the monster. It tried to escape, but smaller strikes of lightening lashed out from the great tower and seem to hold the monster in place. It wailed in anger and pain as it felt the first wave of power easing onto it. The pain the beast felt seem to give it the strength of fear, it attempted again to get away, and this time it broke one of its small lightening bonds.

"Oh no you don't!" Rouge's voice was raised for the first time since she had made her decree of protection. Suddenly Rouge's body jumped through the wall of lightening and she attached herself to the back of the monster. Her touch seem to paralyze the monster from moving at all. "Now! Come!" She held out one arm to the tower of lightening as if she were calling it. Slowly the beam of power began to move toward the two.

Knuckles was making his way over a chunk of debris and on his back was Lilly. Knuckles gritted his teeth as he saw Rouge. He was scared for her, more so than he'd ever been. "Rouge!" Rouge continued to hold her arm out in guidance of the beam, she turned her head slowly to one side so she could see Knuckles and Lilly. The beam was so close now that it was beginning to engulf the monster. "Rouge! Get out of there! You'll be killed!" Knuckles yelled.

Rouge just smiled as the power continued to enclose upon her and the creature. "It's okay." She nodded to him, even though she knew he couldn't hear her words.

"No! Rouge please! Don't do this!" Knuckles shook his head. Despite Knuckles clenched teeth and his raging eyes, he had a tear running down each cheek. "Rouge!"

Rouge closed her eyes as the tower of lightening finally swallowed her and the monster. The blue lightening turned white and a howl of pain could be heard as the monster died. It was destroyed completely, there wasn't a single cell left to allow it to reform. Rouge let out a powerful yell herself as she felt the strong power of the lightening ripping away at her body. Her palm slowly opened and revealed the Tokda stone, it was shattered into nothing but dust now.

At last the light died down and Lilly and Knuckles looked around. "I-It's gone." Lilly was looking for the monster. She had only just woken up.

"Rouge..." Knuckles held Lilly's arms tighter around his neck.

"She's okay." Lilly said laying her head on his shoulder. "She has to be." She was tearing up.

"Come on." Knuckles pushed himself forward though he was in pain. "Rouge!" He called.

The two looked and looked for a long time. Knuckles sighed and rested on a piece of torn up concrete. He let Lilly slide off his back and sit beside him. "Lilly are you alright?"

"Yes, I wanna keep looking." She said staring at the ground. "I can walk now." She jumped down on wobbly legs. "Please can we keep looking?"

"Of course we can." Knuckles nodded, though honestly his hope was dwindling.

The two began searching around the next section of debris. Knuckles sighed as he began to move around some rubble. He looked over his shoulder at Lilly who was across the way looking hard. "How am I going to tell her..."

"Uh,"

Knuckles suddenly looked down. "R-R-Rouge..." He saw a tuft of white fur. "Rouge," He dug quickly now throwing rubble aside, and then finally laying before him was the white bat. She was back to her normal state. Her body was torn and tattered, but nothing compared to the fatal wound in her lowwer abdomen. A piece of metal was jutting out of her body. After the monster was destroyed Rouge's body had fallen into the whirlwind of debris. Her body had changed back to normal, and she had no defense in such a weak state. The metal had impaled her with ease.

Her eyes cracked open. "Knuckles...you're alright..." She looked up at him.

"Rouge...you...you did it." He looked into her eyes. He was doing the best that he could not to show any tears as he kept looking from her eyes to her wound.

She smiled weakly. "E-Eyes up here." She held her arm up weekly and put her hand to his cheek so that he would look only at her face. Her smile died for a moment. "Lilly...is she..."

"She's fine." Knuckles rested his hand on top of hers as she still touched his face. "She's tough, just like you."

Rouge smiled again closing her eyes. "Thank goodness...Knuckles,"

"What is?" He asked softly.

"You'll take care of her won't you?" She reopened her eyes looking at him. "You won't send her back to an orphanage will you?"

"Of course not." He promised. "She's..." He blushed. "She's our little girl after all."

"Oh Knuckles." Rouge smiled.

"You found her!" Lilly slid down one side of the pit that Knuckles had dug to get to Rouge. Knuckles quickly and gently picked Rouge up in his arms and moved her wings so that Lilly wouldn't be able to see the worst of her wounds.

Rouge smiled. "Hey there." She said softly.

"I knew you'd make it!" She said happily. "I just knew it!"

Knuckles gritted his teeth slightly, but he knew he had to tell her. He opened his mouth to speak, but never got the chance. "Lilly." Rouge looked at the little panther. "I'm sorry...but I just wasn't fast enough." She was growing weaker. Lilly looked down suddenly seeing the blood running out from under her wing.

Lilly shook her head. "N-No...no...y-you can't!" She cried.

Rouge reached out with her hand and placed it gently on Lilly's cheek. "Come on now, I need you to be strong for me alright?" She smiled in attempts to give Lilly strength. "I need you to promise me that you'll take care of Knuckles and keep him out of trouble okay?"

Lilly hugged Rouge's arm. "I-I promise." She cried.

Rouge sighed gently and pulled Lilly closer. She stroked her cheek. "Shh." She soothed.

"You are my sunshine.

My only sunshine."

Lilly's sniffing stopped and now she only looked up at Rouge quietly as tears continued to run down her face.

"You make me happy,

when skies are gray."

Rouge looked up at Knuckles briefly so he would know that Lilly wasn't the only one she was singing too.

"You'll never know dear,

how much I love you."

Rouge's eyes began to slowly close. The last thing she saw was Lilly holding onto her hand.

"Please don't take my sunshine away."

A/N: Wait, wait wait! Don't freak out! There's still one chapter left! Until next time!