(I do not own Sonic etc.)

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Tails felt very guiltily, and with good reason. He, Rotor and Koji had left without Amy's permission to make sure of those tickets. Goodness knows what their superior officer was going to say once they got back. Tails could just picture it now, a cold, sadistic pink maniac making them scrub out the Mech's exhaust engines for the next year and a half.

But whatever guilt any of them could feel was soon washed away when they got his first glimpse of the Space Colony Ark through the porthole window next to his seat. The shuttle flight had taken off an hour ago and, despite a nasty rise from the atmosphere, it was a pleasant, uneventful flight. The ARK was just like Koji had described, endlessly impressive. A marvel of engineering if every there was one. Seeing this was worth cleaning out the Mech's for a year.

"Thar she blows." Okida stated, looking over the fox's shoulder. The ARK was a semi circular shape, that shape made it easier for the Colony to resist the pull of gravity from the planet below. Originally, the ARK's outer appearance had been completely metallic but over the years, comets and space debris had collided with the station, becoming embedded on it's surface, so now it looked like one big asteroid, with the flat surface at the top, or bottom of the colour being kept clear of rouge bodies by laser turrets. Even from here, Tails could see the city on that flat surface, buildings projecting out from the main body of the colony itself. A sea of lights highlighting the otherwise dark colony.

"Woah, Look at the size of that thing." Tails exclaimed, pressed his face against the glass to try and get a better look. Admittedly, the view of ARK was spectacular and there really wasn't enough space in those tiny porthole windows to see it properly, Koji grinned, leaning back in his chair. They were going to see a lot more of the colony on this trip. The inside was a lot more impressive than the outside. Rotor was reading a tourist's brochure he'd taken out of the net on the back of the seat in front of him. The interior of civilian shuttles had been done up so it felt very much like the inside of a plane. That made the passengers a lot more comfortable, and a few of them were acting a little apprehensively toward first flight beyond the stratosphere. "And this was built fifty years ago?" Koji nodded.

"Yeah, during the late technology age, at the start of the Overlander invasion. It had been an Overlander station but had been taken by a force lead by King Acorn himself. Before that time, the ARK had been constructed not only to house civilians but as a secret weapons lab." He paused to point toward the large cone in the centre of the colony, angled toward the planet. "That's one of those weapons now, nasty big bugger." Tails stared at it, so he was right, that had been a weapon after all. He remembered talking to Rotor about the ARK and it's history not too long ago. "I suppose G.U.N would be using it now, but it was decommissioned some time ago at the end of the war and no one really knows how to reactivate it safely."

"What's it do?" Tails asked. Okida clenched his teeth and took in air with a sigh.

"I can't tell you that, top secret."

"But you don't work for G.U.N anymore." Tails argued. Koji looked around to make sure that no one was ease dropping.

"That doesn't mean I'm going to start blabbing every secret the Government entrusted me with." His tone was slightly agitated and Tails decided to leave it at that.

"Guys, don't you feel ever so slightly guilty?" The fox asked, changing the subject. Rotor put the pamphlet back with an irritated sigh, shaking his head from side to side, flapping his ears.

"For the fifth time Tails, relax will you. Amy'll hardly notice we've gone." But Tails carried on, deciding to state his fears so they knew how he felt about the whole thing.

"But what if we get a job, she'll notice then!" Okida laughed out load, tilting his head back.

"We'll be back tomorrow. I doubt we'll get anything big before then. You need to live a little more. Besides, just how angry can she get?" Tails rolled his eyes, imagining several variations of explicit torture the pink one could inflict. As Rotor leaned back into his chair, the shuttle shock slightly, the docking with the Colony was taking place.

"Good afternoon ladies and gentlemen, this is your pilot speaking. Welcome to the Space Colony ARK, in a few moments the docking procedures will be complete, I'd like to advise you keep your seat belts on and trays in an upright position, thank you." Came the distorted voice over the intercom over their heads. Koji leaned back and put his arms behind his head, closing both eyes. Tails was still staring out of the window, it's immense size just had him in awe, the sheer mass of the buildings coming up past him as the shuttle advanced further and further toward the open shuttle doors that would be their destination had him sitting there, incapable of moving.

Finally, the shuttle slid inside the colony itself and the blinds on the outside of the porthole came down, blocking the view. Tails withdrew his face, looking slightly disappointed. Rotor pulled himself up out of his seat, followed by Koji, Tails took a moment to pull himself together before leaving his seat as well, as if he thought someone would try and steal it.

"Welcome all new comers to the ARK." Stepping off the shuttle into the shuttle bay, a holographic display of a female mobian blue bird appeared before them. The other passengers had gathered just before the flight of metal stairs that had been wheeled up to the side of the shuttle. "Where technology and dreams come together for the future. Tours of the historical sector will be taking place shortly. Until then, you can rest in your designated Hotels."

Stepping off the shuttle into the shuttle bay, a holographic display of a female mobian blue bird appeared before them. The other passengers had gathered just before the flight of metal stairs that had been wheeled up to the side of the shuttle.

"Place is sure a lot more commercial since I left." Okida commented, his bag hung over his shoulder. The colony guards were herding them all down a long corridor with a high ceiling to the inside of the space station. All along the walls in neon lights were ads for various products, the names of half of which none of them could pronounce the name of. "I remember the days when this was a formal garrison."

"Well they had to allow advertising companies when so many civilians started moving in with the soldiers." Rotor explained, his head still buried in the brochure.

The Space Colony's interior was divided into three sectors, the outer commercial sector where the civilians were allowed to take up residence. The second sector towards the centre was the Garrison itself, no non-combative personnel were allowed inside. It was here G.U.N houses the colonies defensive systems, their Mech's and weapons. The very core of the colony had been sealed off since the Overlander wars. None had gone in or out since then. Some had considered blasting it open, but due to the fact that the slightest mistake out blow half the colony in half, they refrained.

"This place…" Tails began, his mouth wide open at the city around him, with cars and other vehicles going this and that, crowds of people pushing past each other on the streets, just like any city on the planet's surface. "Is amazing." Koji paused to braw in a deep breath.

"Ah, synthesized air. Nothing like it." The next hour they spent going around looking for somewhere that would put them up for the night. Once they found a small place, they went out to explore the city. Koji guided them to various points. He had been stationed here once and knew the place like the back of his hand.

The civilian sector was very much like Station Square with an artificial ceiling. Tails had thousands of questions about how the colony worked, and while Okida wasn't able to answer most of them he did his best to satisfy his curiosity. After finishing the brochure, began sketching the technology he saw in his note book for future reference.

Without warning there was a sudden large explosions from some distance away and everyone stopped to stare. Lights suddenly went off and the entire city was plunged into complete darkness as the regulation systems shut themselves off. The holograms around the city buzzed off for a minute, before a single image appeared in their stead.

"Snivley!" Rotor exclaimed finding the face of Dr. Robotnik's nephew staring at them from nearly every direction.

"Attention citizens of ARK." he announced. "Your colony is now under Imperial control." Even as he spoke, G.U.N forces stationed in the garrison were quickly being overtaken by Imperial Swat Bots and Mech's. The shuttle bays sealed and communications were completely shut down. This take over had been extensively planed, the entire colony thrown under Imperial rule in a matter of minutes, leaving no one any time to send any distress signals. "Comply with forces now occupying the station and you will not be harmed. Resist, and you will be terminated on the spot, you have been warned." This face disappeared, leaving the city in utter chaos as Mech's and SWAT bots moved freely through the streets, rounding up everyone they could.

---

Shadow forced the doors to the room open with one hand, the two large sheets of steal fell back and into a dark oblivion beyond. The dark hedgehog smirked at the room inside, before entering. The room was oval shaped, with a long pillar directly in the middle of it, with a long metallic catwalk leading up to the pillar from the door. There was no apparent ceiling or floor, the darkness seemed to be hiding how big the room actually was. Different platforms encircled the pillar, each being the service floor for a series of complex, yet incredibly advanced computer system. The pillar was engraved with different ancient symbols, the wires and steal interwoven with them. Holographic computer screen displays spun around the pillar almost like there were in orbit. Smiling evilly, Shadow approached the pillar, and jumped up onto the nearest platform. Good, just as he expected, even after all these years the equipment was still in pristine condition. A few cobwebs here and there and an awful lot of dust, but workable all the same.

He stood facing a panel, with seven emerald shaped slots engraved in it. He brought up the three Chaos emeralds he was holding, one glowing blue, the other glowing grey and the last one glowing orange. With a sadistic laugh, he placed the three of him in three of the slots, the machine letting out a loud hum that sounded very much like a heavily voice. A pillar of light engulfing each one in turn before a slot closed over them. With each new emerald added, the holographic displays changed, showing the increase in power the machine was receiving.

Once the last emerald was in place, Shadow turned to look back over his shoulder.

"Three emeralds is a good start." He said with a shushed whisper, looking back at those who had staged the take over on the Colony, Snivley and Alicia. The two of them stood at the entrance to the chamber. "But if my plan is to work, we need all of the seven Chaos emeralds." Snivley narrowed his eyes, oh, so it was HIS plan now.

"While we're grateful for your help, I still don't know what your plan entails." He said sharply, deciding to let the black hedgehog keep the credit for now. Shadow turned to face him directly, a cruel evil smirk on his face.

"Well, I suppose you should know." His smile grew wider, then he gestured to the pillar behind him. "This is the centre for a weapon far more powerful than anything conceived before it, created by Prof. Gerald Robotnik…" He paused to narrow his red eyes at the doctor. "Grandfather of your uncle, ruler of the Empire." Snivley moved closer, quickly followed by his Mobian partner. The two of them travelled right up to the pillar and eyed it sceptically. "Not many people are allowed to know that the ARK housed a top secret research facility, where weapons of mass destruction were being created. Overlander toys. " Shadow added, encircling the pillar, keeping his right hand on it at all times, his expression no longer evil and sadistic but a far away look on his face instead. "This is their greatest work, a weapon capable of demolishing an entire planet." That got their attention. "Codenamed…" Shadow ran his handed over a metallic panel, whipping away of fifty years of dust. The letters, E, were engraved on the side. "The Eclipse Cannon."

"Destroying an entire planet?" Snivley his eyes wide and his mind open to the possibilities. He could overthrow Robotnik in a day and crush G.U.N into the dust beneath his feet. So, this was the Robotnik family's legacy, one that he would cherish. Boy was Robotnik in for a surprise.

"However, the machine has been deactivated for sometime." Shadow put in, walking back to the emerald panel and stopping. "In order to fully charge the machine, we need the energy from all seven chaos emeralds." He patted the panel affirmatively. "Once you have that, then you have the ultimate power of destruction to use as you please. Then…" Another sadistic smile crossed his lips. "We shall all get what we deserve."

"I like the way you think Shadow." Alicia stated, walking around to study the dark hedgehog further, taking note of the muscles under his suit with seductive pleasure. Shadow sneered

Just like he'd thought, even after all these years, they remained these pathetic, greedy, pieces of trash like these two, preying on the small amount of innocent people in existence, turning something of value into a twisted nightmare.

Do you really think it will be that easy?" Asked a feminine voice. They all stared back the way they'd come. Shadow followed his gaze. Walking slowly toward them was a female bat, snow white fur and emerald green eyes. She wore a black jump-suit with knee high white boots. It was Rouge.

"How did you get in here?" Alicia demanded. The bat smiled, the reached behind her back and withdrew a fist sized, red Chaos emerald. Snivley was a little stunned for a moment, before regaining himself.

"Dose it matter?" She asked, winking at him. Alicia's gaze drifted from the emerald to her and back again, muttering something that sounded very much like a couple of curses.

Once inside Robotnik's base on the surface, Rouge discovered a transporting device that was already pre-set to bring her directly to ARK. Discovering it completely under Robotnik's control, she decided that open conflicted with such a large force was not an option. Infiltrating this group was clearly the more logical option. "You can have it." She said sweetly, tossing the emerald through the air. Shadow caught it one hand, stared at it for a moment, before nimbly slamming it quickly into the machine. With a loud whirr the machine glowed bright blue as it now contained energy from over half of the emeralds. Hidden lines in the curved walls of the room glowed brightly, before subsiding. "And I would consider it a great honour if I could serve the great and powerful Snivley in his quest to remove the decedent Dr. Robotnik from his seat of power." She added with a short bow. Shadow folded his arms and turned away in disgust.

"Oh please." He muttered to himself. While Snivley wasn't by any means stupid, he was easily flattered. Swelling out his chest as best he could, he smiled evilly; looking slightly less pathetic than before. If this girl could find a chaos emerald, then her hunting skills must be above those of the average mobian. Yes they could use this one.

"Very well, you're hired." He stated, the fact that he had no intention of paying here common knowledge, which made Snivley even more pleased that she didn't ask for any compensation for her efforts. "And what name may I call you by?" She straightened up with a suspicious glint in her eye that only Shadow caught.

"I'm Rouge the bat, but you can call me Rouge."

---

Taking a few days to calm himself down and drown his sorrows in alcohol, Dr. Robotnik began to slowly resume his duties as emperor. Emerging from his private chamber, his chin sweep clean in a close shave and his clothes done up properly, the Doctor was greeted by several SWAT bots, all of which saluted him.

"Just where is that nephew of mine?" He demanded, coming into the large throne room and seating himself in his throne. The throne room was a giant shaft like chamber with three catwalks connecting themselves to a central platform in the middle, just above a sheer three hundred foot drop. The mechanical throne could move on a rail, providing Robotnik access to all the screens and consoles that curved around the outsider of the chamber. Robotasized personnel were manning the stations, recording all the images the Stealth Orbs brought in, various tactical information from the border and the current read outs of their military forces. "I haven't seen him for days and usually by now he's grovelling at my feet about something." He grumbled and pressed a button on his arm rest, the throne moving up to face the large screens. Some of them were monitoring the news broadcasts coming from the Free lands.

"You summoned me sire?" Sleet, one of Robotnik's most trusted generals asked as he entered the room. Sleet was a wolf, with a thick blue mane behind his head. He had been in the Doctor's service since the start of his campaign.

"Have you seen lieutenant Snively?" The doctor asked without looking back.

"No sir. Not for a few days." Robotnik did not reply to that. For a few moments he was silent before he spoke again.

"I suppose those under my rule are stilling plotting my doom?"

"A few of the council families are grumbling. But I doubt they'll try anything." Sleet Replied, walking over and standing beside his master. Sleet was about to ask Robotnik if he had anything spectacular plans to ensure his power base in Robotropalis before launching another attack on G.U.N when it happened.

"HOLD IT!" Robotnik suddenly exclaimed, nearly toppling out of his seat as a report with the words 'Sonic' and 'Hedgehog' in the title. The robot sized slave flipped through a few more before recovering the footage.

"Sources are conflicting, but all seem to agree that it was the world renowned Sonic the Hedgehog of the Freedom Fighter mercenary group that attacked the Federal Reserve and stole a priceless Chaos Emerald from the vaults." The report announced. Robotnik's eyes widened, now this was extremely interesting. "This footage was shot form one of the security camera's at the time of the theft." The screen changed to show video footage of a black shape with very hedgehog like quills tear it's way through several layers of bank security before stealing one of the familiar Chaos Emeralds.

The report announced. Robotnik's eyes widened, now this was extremely interesting. The screen changed to show video footage of a black shape with very hedgehog like quills tear it's way through several layers of bank security before stealing one of the familiar Chaos Emeralds.

"I knew that Merc scum was a low life." Sleet laughed, flooding his arms. "Out from himself." Robotnik leaned back into his chair, the image freezing on the dark shape as it momentarily turned to face the camera. He could see a pair of blazing red eyes staring at them.

"That isn't Sonic." Robotnik stated. This he knew for a fact, for he knew exactly who this creature was. All the Robotnik family did and only they knew of his existence, but had little reason to revive him. Only Snivley was ignorant of the details. "Find Snivley." Robotnik said, turning to give Sleet a desperate side glance. "Find him now!" No one could see the Robotasized hedgehog hiding in the air vent a short distance above their heads, listening to their every word, recording it for future reference on a tape in his hand.

Chuck looked worried. Just what had his nephew gotten himself into this time?

---

The sky was a bright blue when the police transport helicopter flew over the bay and settled down on the landed pad, an armed squadron of soldiers ready to meet it. Ever since Sonic had been convicted of stealing from the Federal Reserve Bank, the Government had declared the Freedom fighter mercenaries an illegal organisation. Anyone with known affiliations with the group were being brought in for questioning.

"Look, I didn't do anything." Sonic yelled loudly as the two guards escorted him, kicking and screaming down the cell bay. Just in case he tried to escape again, one of them had been given a large automatic laser cannon. They had confiscated his red uniform and forced him into an orange prison one piece suit, his usual attire confiscated.

"That's what they all say." One of them muttered, flinging Sonic into a vacant cell, the bars descending behind them, slamming into place. "G.U.N's been tolerating you and your Freedom Fighter's vigilante behaviour for far too long. Now that we have you, it won't be long before we bring in your lowlife stooges." He added spitefully, a venomous look on his face before turning his back; motioning for the other guards to follow him. Sonic waited until they were a good distance away, before backing up to the far wall of the cell. These military guys should know that this wasn't going to hold him. Going into a super spin, he slammed directly into the bars, only to have his entire body repelled. Slamming back against the wall, the only reward Sonic got for his efforts was a sore backside.

"Megatal, brilliant!" He muttered to himself. Megatal was a near indestructible alloy created by Doctor Robotnik for experimental use in Swat Bot and Mech technology. It seems G.U.N had caught onto the idea. Ok then, no getting out that way. Standing up, but taking a minute to rub his back, Sonic inspected his cell. It seemed only five by three feet, with nothing to even sit on, brilliant accommodation. The walls must have a steal plate just inside them, judging by the loud clank they made when he tapped them. And getting out through the ceiling was not going to happen as it was at least thirty meters above his head and made out of solid concrete As much as Sonic hated to admit it, for the time being he was stuck fast with no way out. Prison Island was actually a peninsula off the western coast of Capital City. Prison Island itself had been artificially created as the ultimate military base, impervious from attack from any direction. In time, environmentalists persuaded the government to sewn the island with plant life, and very quickly a large rain forest had covered the ground.

Getting inside the holding area was not hard, but finding anything in this vast holding area would be. This part of the base was under constant 24 hour surveillance by security camera's that pivoted around 360 degrees to see from absolutely any angle, so security guards were not required down there. As such, the heating was re-routed away from the . Using her wing claws and the sharp tips of her boots, Rouge crawled along the large, ice cold pipes that stretched across the ceiling. The holding area was arranged into three floors, each one colour co-ordinated. The doors of many cells lined the walls, some outlined red, other yellow and the rest blue.

Catwalks stretched across from wall to wall occasionally, moveable ladders sat unused on the platforms that rimmed each section. A few Laser Hunters, the new robots developed by G.U.N for guard duty, were patrolling the ground floor. They weren't as large as their SWAT bot templates, but they moved a lot faster and had greater armaments. Rouge had the advantage of course being able to fly, so they weren't anything to bother about. Prison Island had an impressive amount of security outside, but inside it was actually quite pitiful.

A loud explosion rang out and the ground visibility shook, well, Snivley had started his attack on the military. They wouldn't be distracted for long, so she had best not waist much time. Shadow would have the timers on the explosives set for only a couple of minutes, she would have to get her prize and get out in that select time.

She flipped the scouter over her left eye one, now viewing her surroundings through a special lens. A huge amount of Chaos energy was being generated from middle floor, from a large cell bay that was pad locked. There weren't any more traces of chaos energy outside it, so kind of them to put both the emeralds in one place for her.

Dropping down from the pipe, Rouge descended slowly, allowing her wings to slow her down. Her breath was coming out in a white mist, showing how cold it was in here. Finally she reached the platform and let her wings drop her down, after pulling herself up to a standing position; she stared at the cell where a lot of Chaos energy was leaking out through the sides of the door. Backing up a bit first, she leapt forward and smashed an extremely powerful kick straight into the centre of it. It buckled, before crashing to the floor. It wouldn't be long before the cameras picked her up and security would come pouring in, so she leapt into the cell to claim her prise. Stacked rather clumsily against the side of the wall were the two emeralds she sought. The smaller was a bright purple with a white haze around it. The second was yellow with a golden tinge to it.

Rouge asked herself briefly if she actually had a plan for getting these things away from the likes of Snivley and Shadow once the time came to stab them all in the back. Well, not really, but she'd think of something when the time came.

Her reports told her that this place had one last Chaos emerald to hide and that was confirmed by her scouter, that showed another source of Chaos energy on the ground floor. And the odd thing was, that it appeared to be moving.

Her wings spreading out, she dropped down through the floor to land squally on her feet in front of a familiar figure.

"YOU AGAIN!" Snarled a voice. Rouge sneered and cursed loudly as she spotted a familiar red Echidna standing just outside a cell bay entrance. Knuckles stood there, spurs held forward and anger etched into every muscle on his face. Clad in traditional Echidan robes draped across his shoulders, Knuckles had warrior tattoos engraved all over his face and chest, white bandages wrapped around his dreadlocks. A deep scar ran over one eye. Rouge mimicked his stare. This was the same Echidna she'd had to wrestle to steal her original Chaos Emerald from. In his large gloved hand with the spurs on was the last Chaos Emerald, an emerald that pulsated with a mint green glow. "I can sense the rest of the Chaos Emeralds on you." Knuckles murmured to himself, staring past her for a moment towards the backpack between her wings. "Thief, you really know how to make me mad!" He let out a battle cry and leapt forward, throwing a punch in her direction. Rouge flew upward, dodging the blow, rebounding off the ceiling and spiralling downward with a kick. Knuckles rolled to the side, then swung his own legs around, knocking the bats feet out from under her.

Rouge was back on her feet in an instant, jumping back s to land effortlessly on a rail.

"I got here first Red, finder's keepers." She said with a seductive smirk, unfazed, Knuckles advanced again.

"Those emeralds belong on the Floating island and it's my duty to return them, so hand them over." Rouge laughed at him, which actually made the Echidna blush slightly.

"Oh, isn't that cute?" Rouge asked, smiling. "The little Echidna wants to fulfil he duty? Well forget it, they're mine now." Knuckles regained his anger and clenched both fists.

"Think what you want, don't matter much to me. Now just hand over the other Chaos emerald you stole from me and you can walk away alive." Rouge was not at all impressed by the Red Echidna's attitude, and she was not about to let this prize escape her. Leaping back, she took hold of the purple emerald. Knuckles, acting on pure instinct alone, jumped forward to try and intercept her but she kicked him aside and somersaulted over the side.

"Maybe next time Red." She blew him a kiss, plummeting down toward the floor about twenty five meters below. Knuckles ran after her, and scowled angrily as she used her wings to get a soft landing, then quickly running into a side door and out of sight. Damn it! She got away with more of them! She was becoming a real pain in the … alarms went off, blaring loudly in his ears. Knuckles barred his teeth. He didn't know that much about the ways of the surface dwellers, but that couldn't have been good.

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R&R