Running. Shouting. Fear.

"Never trust anyone, Sonic."

A tight embrace. More running.

"Stay hidden."

A scream. Blood.

"Never stop running."

Running, running, running.

"SONIC!"

Sonic awoke with a jolt and sat up. He was shaking. No. The house was shaking! Why was the house shaking? Houses weren't supposed to shake! Were the echidnas coming back to get him? No way—that happened years ago. Wait—it must be that Eggman guy back to capture him!

A loud horn went off and Sonic yelped and began fighting to get out from under tangled sheets.

He had to get up! He had to protect his friends!

The attic door was suddenly thrown open with a bang as Sonic toppled out of the bed. Through the darkness he was able to make out a familiar shadowy silhouette.

"Whoa, kid!"

And just like that Tom was next to him, pulling him against his chest.

"Calm down, it's just a train, you're okay! You're hyperventilating. Breathe. Follow me and breathe."

A…train? Yeah, that made sense. However, that didn't stop his heart from racing.

Robotnik was long gone. Someone he'd handled two weeks ago and had thus successfully protected both his friends and himself. However, that didn't stop the echoes of his nightmare from a time he wasn't able to protect his friend or himself. It was a failure that haunted him, leaving him feeling guilty and hallow.

"You got this buddy. Listen to my breathing," Tom's voice interrupted his thoughts.

The house continued to vibrate as Sonic concentrated. Breathing. He could do that. That was easy. Or at least it was supposed to be. He felt like he couldn't get enough air.

"You're doing good, kid, in….and out."

Right, he had this. He fully focused on the feeling of Tom's chest raising and faling behind him. With great effort, he slowly matched his shuddering breaths with those of the older man until they were in complete sync. In…and out. In…and out.

The house was still once more and the sounds of the train were barely audible in the distance. With that stillness came a wave of embarrassment. Had he really just freaked out like that? Time for damage control. He had to get rid of Tom and then he'd deal with the aftermath of the familiar nightmare.

Sonic reluctantly peeled himself out of Tom's embrace and turned to face the man's shadowy outline as he reached his arms over his head in a fake stretch, "Heh-heh, that train sure spooked me, but I'm good now so you can just head on back to bed and, you know, never mention this to Maddie or me or any other living soul ever again. Thanks!"

"Sonic," Tom said in that voice he always used whenever he didn't brush his teeth long enough or got caught eating sweets before dinner. Even though he couldn't see him, he knew the exact face he was making.

The 13-year-old looked down at his socks, unsure for once what to say.

Tom stood up, groaning as his back cracked in objection, and walked towards Sonic's nightstand. Once there, he blindly fumbled around until he found the switch he'd been searching for and clicked it on. The soft glow of the Christmas lights that were strung around the room gently illuminated the space allowing Sonic to finally get a good look at Tom. He was barefoot, wearing the blue stripped pajamas Sonic and Maddie had picked up for him earlier that week and his hair was far from the carefully styled look he usually sported.

Did he wake Tom up? Of course, he did! It had to be well past midnight! As if the dream hadn't left him feeling guilty enough already!

"There we go. Everything is always better when the lights are on." He lowered himself onto the bed, "Did you have a nightmare?"

Sonic wrapped his arms around himself, "More like relived a bad memory."

Tom hummed in understanding, "Want to talk about it?"

"No—yes—I don't know. It's stupid."

"Whatever it is, I guarantee it's not stupid," he said, patting the spot beside him. "Was it about Robotnik?"

Sonic shook his head and climbed next to him, "Nah, we kicked his butt right off this planet—literally."

"Well then?"

Sonic wrung his hands in his lap, weighing whether he should tell Tom or not. But…Tom was his friend and friends always told each other their secrets and dreams and nightmares. He took a deep breath, "It was about…it was about someone I knew. Back on my world."

Tom gestured for him to continue.

"I was getting chased, by these guys that wanted to use my power and…and someone I cared a lot about…she…she died because of me." A shiver went through his body, "I couldn't save her. It was all my fault. She died protecting me!" Now that the words were flowing, he found he couldn't stop. "I was too weak to save her, but I made a promise to myself that I would become stronger! And now here I am, still having the same nightmare for the millionth time and it makes me feel weak and powerless all over again! Why did she have to die? Why couldn't I save her?"

He covered his face with his hands. Pull it together! Be strong. Be strong!

An arm draped across his shoulders and pulled at him gently until Sonic was leaning against Tom. Sonic pushed further against his side as he continued to fight back the dumb tears that threatened to come at any second.

"Sonic, you were just a kid then. You can't blame yourself for that. I don't know who this person was or who was after you exactly, but I can tell you that her death was not your fault." Tom began stroking his fur as he continued, "You've got to forgive yourself for that. You say you promised yourself you would become a stronger? I'm here to tell you, you did it, buddy! You beat a crazy scientist and saved Maddie and I. I know that won't bring this woman back, but it does honor her memory. That's something to be proud of."

Sonic rubbed roughly at his eyes, "I wish I'd stop having the nightmares."

"As much as I wish I could, that's not something I can stop, but what I can do is be there for you, just like I know you're there for me."

They sat there in silence and Sonic just enjoyed the closeness of having another person. Who knew that having someone to talk to after a nightmare would make him feel so…relieved? Sure he was still down but for years he'd been dealing with this by himself. Tom helped put things in perspective…but Tom would have to go back to bed soon and leave him alone. Oh well, it was still nice to get that off his chest.

"Come on, kid," Tom said, coming to a stand. Sonic cocked his head at him in confusion and he continued, "What do you say we bunk out in the living room tonight and put on a movie?"

Sonic blinked, before he felt a smile slowly spread across his face, "Like a sleep over?"

"Just like a sleep over."

"I'd really like that….if I get to pick the movie."

"The TV is yours to command," Tom said, opening the hatch.

Sonic hesitated, "Tom?"

"Yeah, buddy?"

He scratched behind his head, "Uh thanks."

"Anytime, kid."

A/N: I loved the Sonic Movie and have had this fic sitting unfinished since I saw the movie opening night. Finally got around to completing it. Please let me know what you think!