Shadow was the first to wake. Metal's internal clock was still inactive, but the clock in the room marked the time as 5:30 exactly. Shadow sitting up and rubbing his eyes was enough to wake Knuckles, who immediately looked around, ready to fight the supposed intruder. Realizing where he was, he calmed down. But as he looked around the room, the sight of Metal startled him, and he jumped up to confront him. Knuckles' panic made Shadow prepare for a fight. The two stumbled to their feet and moved toward Metal, still in a sleepy daze. Metal freed his arms from the napping pile around him and braced for a fight. The three hot-heads stood frozen in a stand-off before sense prevailed and they remembered that they were now allies. Knuckles backed off with a reluctant apology. Shadow only crossed his arms and stepped away.

Oblivious to the near-disaster that just occurred, Sonic yawned and stretched. He sat up and ruffled Tails' fur. He drowsily looked at his rivals. "I'm guessing you two have places to be?"

"I've been away from the Master Emerald long enough," Knuckles responded.

"Makes sense. Shad?"

"I still have a few days before my vacation is over."

"We can take him to Carnival Night!" Amy piped up suddenly.

Sonic jumped and looked over at her, "How long were you awake?"

"Your stretch shook the couch. Tails is still asleep, though."

"Wha-? Who said my name?"

"Nevermind."

"Morning sleepyhead!" Sonic seemed to have already shaken off the sleepiness.

Tails squinted at him and buried his head against Metal's shoulder. "It's early."

"The earlier we're up the earlier we can start a new adventure!" Sonic announced, "Knux is going back home though."

"Bye, Knux," Tails pulled a pillow over his head.

Sonic stood to see Knuckles out. "He'll get up when he's ready. Metal's still trapped until then."

"Me, too," Amy added, settling back into the couch cushions.

Leaving the sleepers behind, Sonic followed Knuckles to the entryway. He gave Knuckles a fist bump, then jokingly shoved him out the door. With a grin and a wave, he shut the door.

Turning to Shadow, Sonic asked, "Staying for breakfast?"

"Made by who? Amy and Tails are sleeping, and you aren't much of a cook. Unless you are expecting me to cook."

"No, I'm a better cook than you give me credit for. Amy showed me that you can't just turn up the heat to make it cook faster. I haven't burned anything since…" He calculated for a moment, "Last month!"

"Very reassuring," Shadow muttered, unconvinced.

But Sonic was already working. He was obviously right at home in Tails' house.

"Sweet or Savory?"

"Doesn't matter. I just want to see how long it takes for something to burn."

"Very funny. Time for ol' reliable: pancakes and eggs."

Metal glanced back and forth between the two pinning him to the couch. Amy shifted slightly in her sleep, then settled. Tails' nose twitched. He suddenly sat up, "I smell food."

He gave Amy a light nudge. "Do you smell that? Breakfast!"

Amy slowly began to wake. Tails was already in the kitchen. Shadow leaned against the wall. Tails couldn't tell if he was annoyed or experiencing a headache. Sonic rambled on, regardless of whether anyone was listening or not, "The key is the seasonings. Vanilla makes pancakes perfect! Amy told me that. You can be more creative with the eggs. I usually add cheese. It sounds weird but it's sooo good. Oh! Hey Tails! Do you want cheese in your eggs?"

Tails rubbed his eyes. "Sure. Why not."

Metal sat at the table once again. He looked around at the sleepy faces.

"Tell me when," Sonic poured the syrup onto Tails' pancakes.

Tails stared. And stared. For a moment, Metal wondered if he had dozed off again.

"All right, I'm cutting you off, sweet tooth," Sonic moved on to Shadow. "Do you even like sweet things?"

"It's better than dry pancakes."

"Fair," Sonic dribbled a few drops of syrup onto Shadow's pancakes.

"More than that, Faker. Okay! Whoa! Enough. Do something other than terrorize me. You have other people to annoy."

"All right. That's enough, you two," Amy interjected. "What about Carnival Night? I thought we could take Shadow while he's here. Maybe Metal can come too?"

Sonic stopped pouring her portion of syrup and looked at her, "Metal? Sounds…risky," he looked at the passively observing robot, "no offense."

"He deserves to have fun with us!" Amy protested.

Tails added, "Sonic's right. Metal is still getting used to us. Carnival Night might be overwhelming. And remember, everyone else only knows him as a dangerous enemy."

"This could be an opportunity to show everyone that he isn't a threat anymore," Amy insisted.

"We'd have to do that gradually. Not everyone is going to accept him immediately."

"I'll figure something out," Amy said confidently, "You'll see."

Amy's confidence in him made Metal happy. He spent the rest of breakfast wondering what she had in mind.

As Tails cleared the plates, Sonic asked, "So, Amy, what's your plan?"

"We need to take him to your house first."

Sonic gave her a confused look.

"Trust me."

Metal enjoyed the walk to Sonic's house. The rain had stopped, but the clouds lingered. The forest was dark and the little bit of sunshine peeking through made the dew shine. Tails had chosen to take the hidden path between his house and Sonic's rather than go through town. He thought it would be safer and faster, but the trip was slowed by Metal's curiosity regarding the singing birds. Tails kept having to remind him to keep moving.

As soon as Sonic opened the door enough for her to fit through, Amy rushed in. She was clearly on a mission. She beckoned to group to follow her. It didn't seem to occur to her that this was Sonic's home, not hers. Metal looked around Sonic's house as the group went upstairs. It was very simple. A few souvenirs from his adventures were scattered around, but it was pretty obvious that Sonic spent more time on the move than at home.

Amy ran up to Metal with an armful of things. She displayed them one by one. The first was a red hoodie. The second was a grey bomber jacket. The third was a leather jacket. She also had a pair of sunglasses.

"I thought you might want a disguise. No one will recognize you, so they won't bother you and you won't bother them. And you'll look stylish!"

Metal didn't really understand the concept of fashion. He liked his design. He thought he was already cool. But, the idea of a disguise did appeal to him. It would be like an espionage mission. He looked over the options.

Sonic added his input. "The hoodie will probably hide you more, but I think the bomber jacket and leather jacket will look cooler."

Metal tried on the hoodie and Amy led him to a mirror. He didn't really like the way it looked. He tried on the leather jacket. He instantly made up his mind. He didn't even need to try the bomber jacket. It was strange to see himself hidden under a jacket, but it looked cool! He'd get used to the oddness eventually. Amy put the sunglasses on his face. He adjusted his vision to make up for the darkness and looked at his reflection. He was still noticeably a robot, but hopefully no one would stare long enough to realize. The jacket hid his engine, and the shades hid his obviously robotic eyes. He looked at Sonic, Tails, and Amy for approval.

"Carnival Night opens when the sun sets. Why would anyone wear sunglasses at night?" Tails asked, "That's gonna be suspicious."

"But it looks cool. Logic doesn't matter when you're cool," Sonic argued.

"Looks great, Metal," Amy said.

The four went back downstairs, where Shadow was looking around critically.

"Snooping around, Faker?"

Shadow turned to look at Sonic, "No. I just couldn't help but notice how sparse it is."

"I have what I need. Why don't I take a look at your apartment and tell you what I think?"

"No need."

Metal beeped, looking for a reaction from Shadow.

"Nice. I'm impressed that Sonic actually had anything that's still in style."

"Hey! What do you know about style? You look like you shop at- "

"I've seen your favorite outfit. I hope that I never see it again."

Sonic pushed Shadow out of his house, leaving the rest of the group to awkwardly follow.

The day was mostly uneventful. For everyone except Metal. Tails explained that, since Carnival Night is on Angel Island and Angel Island is up in the sky, they would have to use the Tornado. Metal was familiar with Tails' plane. He had seen Tails flying it during battles many times. But he was a little confused when Tails brought him back to the workshop. Tails led Metal to the Tornado, and they stood staring at it for a moment. Then Tails asked, "Ready?"

For what? They weren't leaving yet, right? But he got his answer when Tails handed him a checklist.

"We have to make sure the Tornado is working well. I figured it would be a good opportunity to teach you a few mechanic's skills."

With Tails' guidance Metal learned how to prepare for a flight. They went down the checklist together. They checked the engine. They checked the dials and sensors. Once assured that everything was in working order, Tails explained the takeoff procedure.

As sunset neared, the group prepared to head out. They met up at Tails' workshop. Tails took his place in the cockpit. Sonic hopped up onto the wing. Shadow climbed onto the other wing. Amy took the seat behind Tails. As much as Metal wanted to fly alongside the plane, his engine didn't work and it would be too suspicious anyway. He had to content himself with a place on the wing.

The hangar door slid open, revealing a dusty runway.

"Ready to go?" Tails called.

A chorus of "Yep!" and "Ready!" sounded.

Sonic gave the propeller a spin and the plane started down the runway.

Under Tails' expert control, it evenly lifted from the ground and set off toward the island in the clouds.

No matter how many times they flew, Sonic never got tired of the experience. He lifted his head, leaning into the wind blowing in his face. It seemed that the fear of falling was nonexistent in his mind.

Metal copied the pose. He had to hang onto his sunglasses, but he stretched his free arm out to feel the wind.

He looked around, taking in the sights. He realized he had never taken the opportunity to sightsee while he flew. He was always entirely focused on his mission. A glance back showed that Tails and Amy were having fun too. Shadow was sitting casually, seemingly unfazed by the distance from the ground. He tilted his head up and closed his eyes, feeling the wind in his quills. The tiniest smile appeared on his face but vanished when he saw Metal looking at him. Metal quickly looked away.

They touched down outside of Carnival Night. The plane barely bumped as they landed, a clear sign of Tails' expertise. But Sonic's influence on him was apparent. He couldn't help but add in a deliberately rough bump as the plane came to a stop, sending the hedgehog trio on the wing tumbling off. Sonic laughed as he picked himself up. He helped the robot piled on the ground up, straightened his jacket, dusted him off, and put the fallen sunglasses back on. Shadow managed to hang onto the edge of the wing and easily dropped himself onto his feet. Tails and Amy were still giggling as they climbed out of the Tornado.

Metal was a bit disappointed with the end of the flight, but the excitement of what was ahead cheered him up. He could see the lights of the carnival and hear the music.

"Look at how beautiful it is!"

Metal thought Amy was referring to the carnival, but she was pointing toward the edge of Angel Island. The sun was setting, casting shades of orange, pink, and purple across the sky and sea. Metal stared. Even as a robot, he agreed that it was pretty. Where were these organic thoughts coming from? He wasn't programmed for this. But he appreciated it.

The sky darkened as the group made their way toward Carnival Night. A thought crossed Metal's mind, what if he still looked like a badnik? What if someone recognized him? What if he scared someone? Metal felt a little nervous, but Tails and Amy were at his side. Sonic led the group. He glanced back and gave Metal a small smile. They were going to have fun.

As they entered the carnival, Metal was overwhelmed by the sheer amount of activity. Lights flashed. Music played. Bells rang. Crowds of people moved and chattered.

"What's the plan?" Sonic asked.

"Same as usual. Rides first, then games. Or whatever catches our interest along the way," Tails said. He was already forming a path in his mind.

"What's the most intense thing here?"

Tails pointed to the source of most of the screaming, "That slingshot ride. Are you planning on riding it?"

"Is grass green? Is the sky blue? Am I fast?"

"It's on the other side of the zone. So, we start there and work our way back?"

The group agreed and off they went.

Metal had once been knocked out of the sky and slammed into the ground. This ride felt very similar to a that. The difference is that the ride smashed him into the seat over and over and over again.

It was certainly thrilling but the ride on the Tornado was much more pleasant.

Sonic stumbled off the ride. "Everything hurts and I feel like a ping pong ball. That was awesome!"

He helped Tails out of his seat. Tails seemed to be having a rough time too. "That was like smashing a hundred badniks in a row. I feel like I just crash landed."

"But wasn't it great?"

"I…guess so?"

Amy, who had enough sense to stay away from things with the main selling point of "rattles your brain", was waiting for them. "How was it?"

"Rough." Despite his answer, Sonic was grinning.

Amy sighed, "I was afraid of that. Anyway, I went ahead and scouted out the best chili dog vendor."

Sonic somehow managed to look even happier, "Say no more. Lead the way!"

Metal quietly sat and listened as Sonic sang the praises of chili dogs between bites. Amy and Tails seemed to be used to it. Shadow looked like he was about to shut Sonic up himself. They managed to finish their meal without incident.

Tails, the self-designated planner of the group, asked, "What's next? There's the swing ride, the tilt-a-whirl, the pendulum, that huge slide, the scrambler, the bumper cars, and the Ferris wheel. Oh, and the carousel."

"I already tried the carousel," Amy said, "you wouldn't like it."

Sonic hopefully asked, "Please tell me that Shadow rode it. I want to see that. I need to see that."

"Sorry, but no. And I have to say that we should probably try something less…crazy now that we ate. What about the games around here?"

Sonic jumped up, "I don't care how rough it is, I'm headed for the bumper cars! Shadow! I'm gonna destroy you!"

Tails sighed and ran after him.

Metal had experienced enough crashes in his lifetime, but the temptation to terrorize Sonic was too strong. He wasn't gonna sit this one out.

Amy watched from the sidelines as Sonic, Shadow, and Metal chased each other around and slammed into each other fiercely. She had to admit that the sight of Shadow in that tiny cart was a little funny.

As the group looked for their next destination, Sonic was explaining his idea. "Shadow chooses the game. If I beat his score, he rides the carousel and I choose the seat."

Shadow glared, "Deal. Just to shut you up. And because I know you won't win."

Several rides later, Shadow had chosen his competition. He pointed to a shooting booth. "That is where I'm going to ruin your confidence."

Sonic smirked and cracked his knuckles. "You're on, Faker."

Shadow picked up the rifle. Drawing upon his G.U.N. training and experience, he bullseyed the moving targets in quick succession. The last of the 10 was aimed a little high and he missed.

"Ooh. Almost."

Shadow glared at Sonic. "Your turn. We'll see how well you do."

Sonic took the gun. He paused. He had done target shooting a long time ago just to try a new sport. He had very little experience with guns. He was still gonna try.

With every target he missed, Shadow's arrogant smirk intensified.

Sonic set the rifle down.

"Heh, tough. What was that? A 3 out of 10?"

"I did my best!"

"Your best isn't my best. You remember the deal."

"Wait! Last minute rule change! If Metal makes a straight 10 out of 10, I win."

Shadow looked at Metal. He was built to destroy, but he was more of a brawler than a shooter.

"Moving the goalposts is a dirty move but accepted. He can't use any targeting systems, obviously."

Metal lifted the rifle. He looked it over, trying to figure out how it worked. Shadow laughed at his confusion. Metal looked at the targets moving along their track. Each row had its own speed. He looked at the gun again and tested his hold. He had used a gun once before in a competition. He had faced opponents with guns before. He also remembered the time a civilian kid had tried to shoot him down with a BB gun. It didn't work.

Metal looked at the targets with determination and fired at a target. Bullseye. He shot the next three in quick succession. All hits. He shot down five more. He gave Shadow and Sonic a smug look. With mechanical precision and an air of superiority he shot the last one, hitting it dead center.

Metal sat the gun down and turned to the group. He was clearly very pleased with himself. He stood pridefully, awaiting applause. Tails and Amy were impressed. Sonic was cheering and rubbing his victory in Shadow's face.

Sonic grabbed Shadow's arm and marched him over to the carousel. "A deal's a deal! Today you will be the proud rider of…" Sonic looked over his options, considering them deeply. "Ah! That cute little pink swan there! How's that?"

"Don't care."

The sight of Shadow on a carousel was indeed hilarious, but Shadow's indifference was disappointing. Sonic did have one last trick in mind: He was recording it.

Tails watched from the shooting booth while Metal considered his own options. He hadn't done it for the prize, but he had won one. There was the standard giant teddy bear. There was also a plush bunny. But the giant squishy plush frog had captured his attention. It was huge, it was green, and it was perfectly huggable. For the second time in his life, Metal wanted a frog more than anything else. The choice was obvious.

Sonic had been teasing Shadow from the moment he disembarked from the carousel, but the sight of Metal walking toward him cradling a gigantic plush frog with a look of absolute delight was enough to distract him from his joking.

First Shadow on the carousel, then Metal Sonic with his prize. It was too much. Sonic laughed until he wheezed. Tails had to run over and stop Sonic from falling.

Amy gave Metal a pat on the back. "Congrats. Having fun?"

Metal nodded excitedly.

"There's a game I want to show you." Amy led him to a High Striker game. "All you gotta do is hit the target with the mallet as hard as you can and try to ring the bell."

There was no question why this was Amy's favorite.

She took the mallet and slammed it down on the target with a resounding thud. The ringer sailed up effortlessly and struck the bell. Amy looked pleased with her success. She offered Metal a try. Metal gleefully smacked the hammer down. The bell rang easily. Amy's pride made him beam.

Sonic clapped as he walked over. He was still a little out of breath from his laughing fit.

"It's getting late," Tails announced.

"There's one more thing I want to do," Amy said.

She grabbed Sonic's hand and pointed to the Ferris wheel. Sonic cringed slightly. Amy looked at him pleadingly. Sonic sighed. They walked toward it together.

"Do you want to ride it too, Metal?"

Metal nodded. Why not?

Metal already thought that Carnival Night was pretty, but it was something else from the top of the Ferris Wheel. Tails whined a little when Metal leaned forward to look down and rocked the seat. Metal immediately looked at Tails with concern.

"I'm fine Metal. The sudden movement just startled me."

Metal pointed to the view excitedly. Tails smiled. "Nice, isn't it?"

He looked up at the stars and Metal followed his gaze.

"Metal? Have you ever just stared at the stars? You can't see them very well because of the lights, but I've been to some places where it's just amazing! I want to show you one day. Would you like that?"

Metal nodded.

"Hey look! There's Sonic and Amy!" Tails pointed to another seat. Amy leaned against Sonic's shoulder. Sonic leaned away from her. Amy gave Sonic a look and Sonic relented. Tails chuckled at the two. "We probably shouldn't mention we saw that. Sonic would never admit he let Amy cuddle him."

Metal laughed. It sounded like a metal clang. Tails laughed at the sound. "So, you can laugh! Good to know!"

It was inevitable that the ride would end eventually, but Metal was still disappointed. He enjoyed it. Especially the chance to bond with Tails.

Shadow was waiting for them. He was holding Metal's prize. Sonic collapsed into a another fit of laughter when he saw Shadow stoically holding a huge plush frog.

"Yeah, yeah. Whatever. You carry it." Shadow shoved the plush into Sonic's hands.

As they walked back to the Tornado, the events of the day started to take their toll. Tails yawned. Sonic yawned. Amy yawned. Sonic yawned again.

Tails smirked. "Sonic, did you know that it's easier to catch a yawn from someone you love?"

Amy grinned. Sonic sighed. Then he had an idea. He stared Shadow down and yawned.

Shadow gave him an annoyed look.

"Come on, I know you like me. We're friends, right?" Sonic yawned again, really emphasizing it this time.

Shadow made a face.

"Aha! That was a yawn! You just suppressed a yawn!"

"I did not!"

"You did! You did yawn!"

"No, I did not yawn!"

"Stop saying yawn! You're gonna make me yawn!"

"You started it!"

Sonic yawned again.

Shadow yawned.

Sonic grinned, "No denying it this time! You yawned!"

"Only because you kept saying yawn."

"Whatever, Faker."

Metal let out another metallic laugh. He would have yawned too if he could. Amy was carrying his prize, mainly because she wanted to see how soft it was. Metal gave it a pat on the head. He put his hands in his pockets. He still felt cool.

Metal suddenly realized that he had completely forgotten about his fears that someone would recognize him as a badnik. He had so much fun! He was actually upset that they had to go home. But at least he would get to ride the Tornado again!

Notes: As much as I like how the last chapter turned out, I have to say this one is my favorite. But we've got another good one coming up soon!