"Get the basement ready," she commanded, "If he won't talk willingly, then we'll find ways to motivate him."

Rouge listened to Rockwell's last biting order, flinching at the sour note in the woman's tone. Yikes – whatever had happened inside had really put the new Commander in a bad mood.

One of the soldiers locked the room before jogging to catch up with the departing group. Rouge waited from her covert vantage point overlooking the sealed lab. As soon as the coast was clear, she drifted down and input the same code she'd watched the soldier enter. The keypad beeped, the door hissed open, and she ducked inside, ensuring the entrance was shut securely behind her. A quick glance around confirmed she was alone. Well, nearly alone.

Her focus trained on the chamber in the middle of the room, its occupant floating innocuously. Her head tilted to the side as she approached, trying to get a better view while still exercising prudent caution. The hedgehog was motionless. Aside from the nondescript hum of the machinery keeping him placid, the stillness of the lab quickly assuaged any fears of getting too close. She grinned giddily.

Rouge hopped into the air and flew around the circumference of the pod, eventually coming to a stop in front of him and scrutinizing her target. She had read the old files on Project Shadow buried deep in G.U.N.'s databases. She had watched on the sidelines with the rest of the world as the Robotniks and their lackey had activated the Eclipse Cannon in London and come perilously close to decimating the planet.

And here he was, one of the infamous troublemakers, in the flesh.

Her wings fluttered and folded gracefully as she floated to the control panel and landed, heels clicking on the deck. She accessed it and prepared to drain the cryostasis tube.

Deliver me the seven Chaos Emeralds and you can save your friend.

"It's beautiful," Shadow commented.

He and Maria sat under the glass dome of the lab's observatory, the vivid canopy of space stretching endlessly beneath their gazes.

The lack of light pollution, coupled with the clear night, resulted in the cosmos proudly showcasing its maelstrom of vibrant blues, rich purples, and blazing whites. The impossible blends of the color spectrum were like oil paints soaked into a linen canvas. An occasional meteor streaked across the velvet expanse, sailing lazily through the void.

Out of the corner of his eye, Shadow noticed three unique stars, triangularly placed. They glowed a harsh maroon, a stark juxtaposition to the softness of the other celestial bodies. The formation watched him intently: a predator watching its prey. When he turned fully to investigate, the strange stars blinked out of existence.

"Isn't it?" Maria sighed, head angled back to a comical degree, trying to take in the full breadth of the sky. Her reply pulled Shadow back into the moment. He sat with his hands folded in his lap, resting on a bench molded into the perimeter of the domed observatory's base.

"Do you remember anything from before?" Maria asked abruptly, searching for clues in her friend's stoic face. Their surroundings had stirred thoughts of his arrival – and before that, his origins. Just like the Professor: always curious, her mind never still.

"From before I arrived to Earth? No."

"Do you ever want to?" she asked.

"To remember? No," he answered honestly. "Before, it was only darkness. My first memories are here, with you and the Professor. This is where I would like to stay."

"'Here?'" Maria repeated skeptically, "In this stuffy base?"

"The Professor, the other scientists, are doing important work. Your grandfather said my Chaos energy may not only be the key to breakthroughs for renewable power or military might…he said further research may prove helpful in the advancement of modern medicine. He's working to cure you, Maria."

Maria huffed, crossing her arms. "You deserve to be more than an experiment," she retorted, echoing a stance she had long argued with her grandfather. "I know Grandpa's trying to help people, but you're your own person, too, Shadow."

She startled him by suddenly clasping his hand, trying to impress upon him the significance of her aspirations: "You have to find what makes you happy. You deserve a chance, like everyone on Earth does, to be so."

"I am happy with my role in their research," he lied.

Maria shook her head, grip tightening. "I see how sad you look when you're working with them. When they make you produce the Chaos energy. When you're stuck in the lab for hours doing their tests. That's not happiness, Shadow. Think about what really brings you joy."

A long pause, the hedgehog's brows knitting together in thought.

"…You and the Professor do."

Maria's face erupted into a dazzling smile, her laughing eyes dancing in the dim light. "So think of how much happier we'll all be once we're back out in the real world, away from all of," she gestured at the lab, "this."

"Once they get everything they need to make you better," Shadow whispered resolutely, "Then we can go."

"Shadow," Maria scolded, with an intensity that instantly captivated him.

"Promise me, that no matter what happens to me, you'll do everything in your power to be happy. The way you've made me happy."

The monitor began beeping. Worried she had somehow tripped an alarm, Rouge swiftly reviewed the system information. Warnings blinked a harrowing red, alerting her to an abnormal energy spike.

She hadn't yet activated the initialization sequence.

Was he waking up on his own?

"I promise," Shadow assured her. She beamed with relief, crouching to lay her head on his slim shoulder.

"Maybe you'll even help others attain their own happiness," she thrummed sleepily, yawning and rubbing her eye with the heel of her hand.

Shadow frowned.

He didn't tell her that no others mattered, and certainly not their happiness. No others had bothered to treat him as anything other than an opportunity – for humanity; for war; for personal gain. Even the Professor, who Shadow greatly respected and who he equally considered family, used him to pursue his numerous 'advancements'. They all wanted his power.

She was the only one who wanted to be his friend.

Why should others have a chance at a future that she was cruelly robbed of? Didn't she deserve her own happiness?

Rouge stepped away anxiously from the control panel, eyes widening as she watched the pod's liquid begin to bubble. He appeared asleep, but his body was actively tensing. Chaos energy crackled over his limbs. She watched one of his clenched fists rise, seemingly without the unconscious owner's knowledge.

The brightness of the twinkling white stars dulled, all developing a sinister blood red hue. Shadow felt her presence disappear and looked over to where Maria had been relaxing against his side. She now lay slumped on the floor, motionless, tangled hair covering her face. He lost his breath. He reached out a hand, frustrated to find he moved like he was swimming in tar.

They used your power against her. Give her the chance they stole.

The three triangularly positioned stars flashed.

Do not disappoint her.

Rouge yelped, wings flaring out to cover her face as she recoiled from where Shadow braced to attack the chamber. As his fist nearly made contact, his eyes shot open. With a hasty application of self-restraint, he pulled his punch.

The glass cracked as his knuckles glanced off the surface, fluid trickling from the fracture. But he had caught himself before outright destroying the container.

His attention flicked down to the figure he saw crouching, expecting alarms denoting his near escape to begin blaring. He watched a small, white bat stand shakily, giving him a nervous chuckle. The alarms never came.

"Easy, handsome. I'm going to release you, as long as you promise not to attack me."

Shadow stared, taking in the newcomer with a menacing scowl. He soundlessly submerged the mounting panic lingering from his dream, until his short bursts of frenetic gasps deepened and his chest rose and fell normally. Once back in control, hyperaware of the bat analyzing him, he spoke.

"Who are you?" he demanded.

"My name's Rouge," she greeted gleefully. "I'd shake your hand, but…"

His glower remained.

Having already recovered after the brief scare, Rouge returned to the control panel, gabbing like they were old friends. "And you're Shadow. You made quite the splash a couple of months ago; I was impressed, which is a feat in and of itself."

"What do you want?"

"Let's talk about your situation," she suggested, finger hovering tantalizingly over the glowing green release button. "And that promise you've yet to make."

"I won't attack you," he complied, with a hint of exasperation.

Rouge pressed the key and the tank slowly began to empty. Shadow was careful to find his footing as he descended towards the bottom of the pod. Once the fluid had fully drained, the splintered glass slid aside. He stepped out, hard gaze never straying from the bat.

"Don't I make a great partner?" she teased. "Sorry, though I didn't think to bring a towel."

"You work for G.U.N.?" Shadow growled accusingly, half-question and half-declaration.

"As it suits me," she admitted with a breezy grin. "But do you think I'd go to the trouble of busting you out just to have you captured again?"

"It could be a trap."

"Could be," she conceded, "But why look a gift horse in the mouth?"

Shadow blinked. Attention leaving her for the first time since their introduction, he glanced around uncertainly. "There are no horses here."

"We'll catch you up on some lingo," she assured him, stifling a snort and turning to the exit. "But if you want to get out of here without a fuss, we should go."

Shadow followed behind, still on edge but recognizing this might be his only chance at a peaceful escape. He could abandon the bat once off G.U.N. property.

"…Why didn't you just break out on your own?" Rouge asked after a beat. She poked her head out of the lab, hunting for and not finding indications of any unwelcome passerby.

"I'm not letting my anger consume me again. I will remain in control."

Well, that was a relief. She remembered the clips she had watched of his decimation of G.U.N.'s Tokyo response team after his first breakout. She had glimpsed what he was capable of when backed into a corner. A tiny crack in a cryostasis tube was a far cry from her dangerous new friend losing control, as far as she'd witnessed.

"So. Where to?"


They ducked in and out of the shadows, meticulously avoiding detection. Rouge was bewildered by Shadow's lack of questions. He seemed uninterested in their surroundings; her motivations; her, in general. He had expressed his need to reach one of G.U.N.'s server rooms, she had obliged, and that was that. Shadow apparently let the cards fall where they may, she noted, and seldom questioned the outcome.

She hadn't pegged him as the passive type, though.

"Talkative, aren't you?" she taunted, hoping to goad him into revealing a better sense of who she was dealing with.

"Are we not trying to be stealthy?" he griped, pressing against a wall and peering surreptitiously down an adjoining hallway.

"Sure," she admitted, following with a casual flap of her wings when he continued to move. "But you haven't asked me a single question about who I am, what I want. You aren't the least bit curious?"

"Would you be honest with me if I did ask?"

He had a point. Maybe he wasn't as passive as she'd guessed.

She changed the subject. "You didn't seem too concerned with stealth last time you were at a G.U.N. facility."

He scoffed. "My motives have changed," he muttered. Before she could latch onto his enigmatic statement, Shadow halted at a corner. His arm jerked out, nearly clotheslining Rouge. She lightly bumped into his outstretched limb with a squeak.

"What's the deal?" she snapped.

He motioned for silence. Moments passed, and Rouge's ears flicked forward as she picked up what had made him stop - footsteps, two corridors down. Whoever it was, they soon continued in the opposite direction from where the duo was headed. The pair proceeded on their route.

"You heard that before me?" she hissed in disbelief.

"Funny what you'll pick up when you're not constantly talking," he said pointedly. She gasped in mild offense. It didn't manifest in his chronically cold expression, but she could have sworn a subtle smile touched the corners of his eyes. "At this rate, I may as well handcuff myself."

"Ha! Joke's on you," Rouge announced haughtily, ignoring Shadow's second appeal for quiet, "I already know the guards' schedules and where they're supposed to be. There's no chance I let us get caught."

"Do you, now?" he inquired, head shifting to regard her knowingly over his shoulder.

She froze. Had he been goading her the way she'd tried with him? Was he sneakier than she'd given him credit for?

Cursing herself for the misstep and scrambling for a distraction, she blurted, "W-What information exactly are we looking for?"

"Well, since we're being so open with each other now," he gibed, "Everything on Gerald Robotnik and his research."

He was certain now – more than ever – that Rouge was a spy for the organization, probably sent directly by Rockwell. She had all but confirmed it earlier in the cryostasis lab. But his interest in the Professor wouldn't come as a surprise to G.U.N. higher-ups; it certainly wouldn't reveal his intentions. And if Rouge pretended to help him and he could enjoy tangible results from those efforts, there was no urgency in getting rid of her. If she turned on him, he'd deal with her then.

"Okay," she replied, blissfully ignorant of the hedgehog's plotting, "But if that's the case, then aren't we just going to find a bunch of files on you?"

Shadow's stubborn silence was his only answer. He certainly wasn't going to share the possibility of Professor Gerald's involvement with the aliens. He didn't know what he'd uncover, but he knew there couldn't be nothing.

They stopped outside the server room. Rouge slid a keycard smoothly through the electronic lock's slit, stepping aside with a playful gesture for him to enter as the door clicked open.

Shadow passed her, giving a purposeful, insinuating look at the keycard in her hand.

"Just a little something I managed to snag earlier," she explained, the picture of innocence. Shadow doubted it, and Rouge bristled at the clear suspicion on his face. "I do side gigs for the organization, but I don't work for them," she insisted.

"Mm." He stepped over to an access terminal, while Rouge stayed near the entrance, watching for unwanted visitors.

"Aren't you aware whether we'll be expecting company?" he called, corner of his mouth lifting imperceptibly.

She planted her fists on her hips and sent him a scathing glare that he obviously ignored. "Hmph. Mock me all you want," she warned, "But don't come crying to me when you realize you need my help to hack into those systems."

As if on cue, the computer chirped, accepting the login data Shadow had gleaned from watching the jittery lab tech supervisor access the cryochamber's control panel. Rouge blanched.

"Well, you'll need a way to download the information," she scoffed. Shadow gazed at her expectantly. Rouge clicked her tongue and sighed, reaching into the pink cuff of her thigh-high boot and tossing him a flash drive. He inserted the drive and began combing G.U.N. databases for relevant intel.

"We need to work on your manners," she grumbled. "A 'please' and 'thank you' goes a long way, you know. Without my help, Commander Rockwell would have been subjecting you to "enhanced interrogation techniques" in the basement by now."

Shadow seemed to think about it; then, still wholly focused on the terminal monitor, fingers continuing to fly across the keyboard, he offered a simple, "Thank you."

Rouge blinked, momentarily stunned by the genuine gratitude. But she laughed off her initial astonishment and purred, "Now that's more like it."

Shadow downloaded everything that came up in his search: all the Professor's digitized research, everything G.U.N. had thus far collected on the aliens (next to nothing, he noted). Names and terms flashed across the screen faster than he could read them all. Some of the ones he glimpsed were recognizable, others not: the E-100 Series, Project Shadow, the Android Program, the Eclipse Cannon, Space Colony ARK. Anything that might prove insightful, he saved onto the drive. His query even yielded markers and coordinates potentially leading to the remaining Chaos Emeralds' locations. This last find gave him pause.

"G.U.N. has my Chaos Emerald," he realized, drawing Rouge's interest, who perked at the mention of the gemstone. "They must have confiscated it when they picked me up. I need it back."

"What a coincidence!" she exclaimed with sickening sweetness, "I happen to know exactly where they're keeping it. But before you get your Emerald, we have to run one quick errand."

He gave her an inquisitive lift of his brow, pulling the drive from the computer and shutting down the terminal. "What errand?"


A/N: My head's apparently been all jumbled with the different Sonic universes, so I've been mistaking what was the Eclipse Cannon in the third movie with what was the ARK in the games :P I went back and edited for movie continuity! I'm sure there'll be more mistakes, please feel free to point any out! Thanks for reading!