Disclaimer: I own nothing of Sonic the Hedgehog, the characters are owned by SEGA, and I am merely using them for my own amusement. No money is being made on this story, either by me, or anyone else for that matter.

Author's Note: Wow! Has it really been more than a year since I updated this? I really did not mean for this to lapse for so long. And honestly I can't even blame moving and setting up my new place, given I have written little fic-lets for other series. Have you ever had a story that basically sets itself up as scenes that need to be connected? Sadly that's what happened here. Believe it or not several of the scenes in this chapter have been a long, long time coming (the final one here actually having the effect of being the partial inspiration for this whole story), but getting them here has been tricky, especially with wanting to keep this story up to my usual standards. Hopefully the next chapter won't take nearly so long to write, and will probably end this part of the story, so I do hope I haven't lost any loyal readers who wanted to see the end of this. I'm here for the long haul and already have the grand finale for the whole thing planned out in my head. As always, read and review, I love knowing how I'm doing. Ciao for now.


Chapter 10: Battle of the Emeralds


Espio moved through the building in camo-mode, hoping he didn't run into any fellow Chaotix as he did so. If they knew what was going on, they'd probably be in a shoot first ask questions later mood, and the last thing he needed was to have to disable potential help he might need later.

'Mighty should be able to handle anybody that makes it to Charmy's room,' he thought to himself. 'But I need to be the one to track them down before they manage to find it.' Espio's eyes darted around the hallways, looking for any signs that a group of heavily armed men had traveled through here. A part of him wished he had an advanced sense of smell like a canine rather than his own innate chameleon abilities. Optical camouflage was great if you didn't want to be detected, but useless for the purposes of finding someone who didn't want to be found.

This thought was passing through Espio's mind just as he made a turn around a corner. Instincts honed from years of survival training broke his train of thought instantly as his legs pushed him back behind the corner just in time to avoid some automatic gunfire directed right at him. Panting heavily from his near death experience, the ninja quickly composed himself, focusing on some breathing techniques he'd learned during his training. It would not take long for his attackers to gather the courage to check and see if they'd hit him. Drawing out one of his kunai, Espio angled the flat of the blade to reflect what was around the corner in its shiny surface. Sure enough there were two humans at the other end of the hall, dressed in the same manner as the man Espio had encountered outside and aiming automatic rifles ahead of them. Halfway down the hall a rather pudgy lynx laid in a pool of blood, obviously a victim of ambush the same way the chameleon had almost been.

'Not much to work with here, and no time to try to find a way around them,' he thought to himself. The hallway was twenty feet or so long, which gave his attackers a distinct advantage. Invisibility would keep him from getting shot for a while, but with those automatics firing at full tilt it would be only a matter of time before a bullet got him, and then he'd be so much lizard meat. 'Anyone with any sense would just walk away from this,' the chameleon griped in his head.

Taking one last look at the mirrored surface of his throwing knife, Espio memorized where the two humans were before pulling the blade back close to him. His hand closed around the shiny knife as he went invisible, masking it as he did so. One breath. Two breaths. Three breaths.

With a mighty leap Espio left his hiding spot racing into the hall at an angle. His footsteps betrayed his motion as bullets began to fly. The chameleon hopped forward for the wall, throwing his weapon without even looking. A strangled cry followed be the cessation of one of the rifles firing indicated he'd hit his target and eliminated half of his current problems. But there was no time to celebrate.

With his hands now free, Espio dropped to all fours, his natural stickiness allowing him to move along the wall as he made for the ceiling. Apparently the human had predicted this movement as bullets began to chip away at Espio's path as he moved. Once on the ceiling, the ninja dropped back to the floor, landing right behind the prone form of the unfortunate lynx even as the gun continued to follow his presupposed path to the opposite wall. Grabbing hold of the dead cat's fur, Espio hefted him up and charged forward, his camouflage dropping as he went into a dead run. The rifle aimed and fired, but Espio's grisly shield managed to stop the bullets and protect him.

Soon they were in close combat range. Realizing his gun was now a hindrance; the human dropped the firearm, his arm swinging backward in a fluid motion as he drew his secondary weapon. Espio saw the move and, with a heave that might have made Mighty proud, slammed his improvised shield into his assailant's face. His world suddenly full of blood and fur, the soldier stepped back, giving Espio enough time to draw another kunai. A glint of steel out of the corner of his eye caused the chameleon to shift his weight just in time to avoid a combat knife aimed at his neck. He still felt the sharp edge of the blade as it grazed his skin, drawing blood even through the now strictly ornamental collar he wore. A meaty arm tore the lynx's body away and wiped blood from eyes as the soldier looked down at his quarry.

'Have to end this quick ninja, you're not stronger than a human,' Espio chided himself as he pressed forward again, relying on speed to compensate for strength. His feet found purchase in the body armor of his opponent's stomach as the short Mobian shot upward, already feeling it as the man's arm began to wrap around and try to stab him. With a hard thrust Espio drove his kunai up into the man's throat and mouth, the sharp point sliding easily into the soft tissue of his jaw and making its way into the brain for a killing blow. A gurgling groan signaled he'd hit his mark. Wasting no time Espio continued to climb, determined not to join this soldier in death by escaping his ever tightening embrace. Even as the man fell backwards Espio began to flip through the air, his trajectory thrown off only by the sensation of the combat knife biting into the end of his tail. Still, it was a good ending.

Alone, Espio made sure the two humans were dead, and then turned his attention to the lynx that had helped to facilitate his survival. The abused corpse was bullet riddled now, but the face had miraculously survived.

"Larry," Espio said sadly, closing the cat's eyes. Larry had been a good cat, very dependable, and funny too. He'd also been a favorite pigeon of Espio's during poker night, especially since he seemed to have absolutely no luck at gambling. Anger flashed across the chameleon's face. "Two down and three up," he said, yanking his knives out of the two fallen soldiers. "No way I'm gonna call that even." At a quick pace Espio continued his pursuit, activating his optical camouflage as he did so.


"Mighty, what's going on?" Sonic asked his friend, noticing the armadillo once more checking the hall outside their room by barely opening the door. Such actions did not strike Sonic as being particularly comforting.

"Hm? Oh, nothing, nothing Sonic," Mighty replied with a smile, the same cheesy, reassuring smile he tended to have when he tried to hide the fact that the cops were about to bust down Sonic's apartment door. That he'd had Charmy all but mute the sound on his video game completely killed the credibility of his statement. Sonic turned back to their insectoid host.

"Charmy, you still able to access the security of this building?" he asked. An insulted look came to the bee's face as he rose into the air.

"Of course I can. You just killed the outside line earlier. Not like the internal… why are you shaking your head at me Mighty you know I'm right?!" Sonic's head swiveled just too slow to catch the armadillo's actions, though he was treated to the cheesy smile again.

"You gonna come clean now, Dillo, or do I get your friend here to show me what you're trying to hide." Mighty exhaled in annoyance.

"Fine, but you're not gonna like it. Espio called. Says some guys busted their way into the building, and Vector wants us to stay here until he can fix it." He cast a glance over at Tails. "Not for nothing, but this doesn't sound like some run of the mill police raid. I don't have to tell you who we think these guys are after."

"You're right," Sonic responded. "I don't like this. We need to get out of here."

"Vector said to stay."

"So. Stay. But I need to get my family outta here before we get trapped." The "rata-tat-tat" of a gun out in the hall drew both Mobians' attention.

"Hate to say it Sonic, but it looks like that ship has sailed," Mighty pointed out. Then he gripped his friend's shoulder. "Look, I know you don't like this, and I know you're not a hundred percent on trusting Boss Vector, but he's trying to help ya. Maybe it isn't for the best of reasons, yeah, but so far he's the only one who's been willing to include keeping you, your sibs, and Amy alive as well. Trust me when I say you're safer toughin' it out here than trying to make a run for it." A quiet growl escaped Sonic's nose as he considered his best friend's words.

"You're right. We go out there; we could be sitting targets for more robots." Sonic looked back at Manic and Sonia. "Okay, we stay until it's safer to move. What's the plan?" Mighty closed the door through which he'd been spying out into the hallway.

"Like I said, we stay here. Make 'em search us out. Vector's gonna send some backup and I know Espio's on the case."

"Being a rat in a trap doesn't appeal to me Might."

"Relax, we might not be able to leave, but that doesn't mean we're helpless." He looked over to Charmy. "We're probably gonna need a way to contact Omega." The bee hovered in the air for a minute before heading over to his powered down computer, rifling through the desk drawers.

"I had to send Omega back to the warehouse to re-arm and recharge after he beat those Egg-Hunters," the little tech-head called back. "But that doesn't mean we're cut off." Charmy pulled out what looked like a miniature handheld television set, made even more so by the antennae he extended from its top. The flick of a switch turned the device on. "Come in Big Metal Buddy, this is the Lord of the Cyber-Ring calling." From the box, a scratchy voice responded.

"STUPID CODE NAME RECEIVED. VOICE PRINT VERIFIED AS Charmy Bee. WHY ARE YOU BOTHERING ME DURING NAPPY TIME?" Sonic recognized the voice as belonging to the giant robot Mighty had referred to as Omega. At the condemnation of his chosen codename, Charmy seemed a little disheartened, but continued onward.

"Big problems going down at the Menagerie, Omega. Lotta bad guys looking for a fight and we could use some help teachin' 'em a lesson. Think you can lend a hand?"

"HMM. INCURSION INTO CHAOTIX HOME BASE BY HOSTILE FORCES. POTENTIAL FOR MAYHEM: ACCEPTABLE. RESUPPLY COMPLETE. WILL BE ENROUTE TO CLUB MENAGERIE IN TWENTY-SIX SECONDS. SUGGESTED COURSE OF ACTION: LEAVE SOME FOR ME!" With that the transmission shut off and Charmy smiled at the group.

"Big Bot is on his way. I figure at the speed he moves he should be here in a little under a half hour. And that's only if he decides not to go through any buildings." The Chaotix hacker chuckled at his own joke.

"Good job, now let's shut everything down," Mighty said. "No sense letting them know this room is occupado if they don't open the door."

"I've got the lights," Tails said as he reached up to flip the switch. Just as his hand touched the wall something strange happened.

It was as though his spirit was suddenly pulled from his body, his point of view shifting as he traveled through the walls, hallways, and even the now embattled dance room of the Menagerie.

His vision swam a bit as he left the building, going out its front door.

And then Tails saw him, standing outside, arms crossed and a scowl on his face. In the night breeze ruffled his dark fur and fanned his red jacket. His crimson eyes glared at the building, his body rigid.

"I know you are here, little brother, and I will find you."

A sudden blink and Tails was once more back in Charmy's room, his fur standing on end as his body shivered.

"Shadow's coming," he said in a voice chilled with fear.


"Hruk!" Charlie gagged as he was slammed against the brick wall, the hand that had shoved him not releasing his throat as it did so. As a consequence the German Sheppard was finding it difficult to recover his breath.

"Charlie!" a distressed dachshund yelled as he fumbled in his jacket for the gun he usually kept to deal with the most resolute troublemakers. Itchy raised the weapon at his friend's assailant, then howled in pain as a gloved hand swiped at him, unbelievably slicing the gun in half, as well as a few of dachshund digits.

Shadow didn't so much as crack a smile as he threw the first Mobian into the second. The two dogs had mistaken him for a potential patron and tried to warn him off coming inside, stating that the club was closing early for the night. It hadn't taken much for the hedgehog to figure out why, and he'd quickly moved to neutralize the two potential interlopers.

Reaching around his back under his jacket, Shadow pulled forth his own firearm, a Walter P38 and aimed it at the two dogs, firing. There was no need to waste his chaos powers on a pair of low-life weaklings. Footsteps behind him indicated that the G.U.N. soldiers disguised as police SWAT had followed him. The official story would be that while responding to an armed disturbance at the Menagerie, a known criminal hangout, they'd been unable to prevent a massacre of everyone inside. Of course, if everyone who was inside was found dead, that would only lend credence to the story, a fact Shadow had not been predisposed to let the groups that had gone in to set up the ambush know.

The guards dealt with, Shadow marched towards the club's front doors, throwing them open as he entered. Behind him the soldiers followed. The dark hedgehog moved quickly through the entryway, his back-up taking positions along the wall to keep them from being exposed.

Inside the club was in chaos. Shadow had been correct in thinking something had tipped off the Chaotix, and now the soldiers that had been sent to infiltrate the establishment and make it easier to conquer were in a firefight with the criminal Mobians. What was worse was that they appeared to be losing if the fact that they hadn't managed to gain any real ground was an indication.

"Idiots," Shadow muttered. "Don't they realize we don't have all night to do this?"

"What are your orders, sir?" one of the soldiers asked.

"Spread out and keep the Chaotix off me. Keep everyone off me. I'm going to head into the back and search for our target."

"We already have a team back there searching for him," another soldier pointed out. "You'd probably be more help up here subduing these fur balls." The dark hedgehog glared at the man.

"I'm not here to protect you; you're here to protect me. Don't forget that. Especially if someone out there gets trigger-happy and thinks I'm one of the enemy." With that Shadow began to move across the dance floor, ducking and weaving as he did so to avoid unnecessary obstacles. As a living chaos emerald, mere bullets couldn't kill Shadow unless he himself believed they could, but that didn't mean he was overly fond of getting hit.

Suddenly a green chameleon decloaked in front of him.

"Hey, where are you going? The fights out here," the Mobian demanded. Before the lizard could raise his weapon, Shadow's foot caught him in stomach, doubling him over. The pressure of a fist's blow came to the hedgehog's head as a second chameleon appeared next to him. The surprise nature of the attack caught the emerald avatar off guard, but only for a moment. Recovering quickly, Shadow caught the second lizard around the throat, even as he tried to disappear again. Wielding the gangster like a cudgel, he swung the chameleon over onto his partner, collapsing them both to the ground. Quickly Shadow sidestepped, just in time to allow his human allies to open fire on the two Mobians, reducing them to so much cold meat.

His obstacle removed, Shadow pressed onward. The kitchen seemed the most likely place to get access to the back section of the building, so the black hedgehog made his way there. He was all but unstoppable. Any Mobians who tried quickly found themselves on the receiving end of Shadow's gun or struggling to avoid the cover fire he received to press forward. Inside the kitchen he caught a few of the wait-staff, cowering in a corner as the battle raged outside. For a brief moment Shadow considered turning his weapon on them, there weren't supposed to be survivors to this after all, but thought better of it. Leave the clean up to the monkeys in body armor.

Quickly Shadow began to jog down the hallway, his senses opening up as he tried to feel out his target. The Topaz Star was still in the building, of that he was sure, but pinpointing where it was would be the tricky part.

Shadow smirked. He loved a challenge.


"Send out the fox brat now!" barked one of the intruders as the sound of gunfire ceased. From where Sonic and his crew took shelter inside Charmy's room, Mighty grinned a bit.

"Nice of them not to insult us by offering to let us live if we complied, huh?" he snarked back to his friends.

"No, it's very, very bad," Charmy whimpered back as he cowered on the couch, his small body crouched behind the armrest.

"Any idea why these goons haven't charged us yet?" Sonic asked, trying to get back on topic.

"I'd like to think they're afraid we might have something dangerous in here with us, but I'd be more willing to bet they don't want to risk the kid getting lacerated by accident." Tails didn't even react to this. Indeed it didn't seem as though the kit was reacting to anything anymore, just sitting against the wall with his knees to his chest muttering "Shadow is coming, Shadow is coming" over and over under his breath. Sonia and Manic were next to him, trying to get him to snap out whatever breakdown he was experiencing.

Mighty again opened the door a crack. The hallway was dark, no doubt the lights had been victims of whoever was attacking, but the armadillo could still make out the shapes of the soldiers cautiously making their way towards the Mobians' hiding spot.

"Don't suppose you could race down there and take these goons out with those fancy feet of yours?" Mighty asked his friend. Sonic shook his head.

"Not enough room to maneuver. If it was only one guy sure, but I wouldn't get too far before those guns would rip me to pieces." Sonic paused for a bit. "What about you? This is your place; don't you have some kind of home field advantage?"

"I'm tough, Hedgehog, but I ain't bullet-proof," Mighty conceded.

"I say we wait it out," Charmy suggested. "Yeah, wait it out. Omega'll be here soon, and Vector too. They can handle this."

"Yeah, unless they do it in the next minute or so, we're shit out of luck," Mighty explained. Sonic walked towards the wall opposite of the door.

"Where's this lead?" he asked.

"Outside, but the walls are re-enforced concrete." Sonic touched the wall to the right.

"And this?"

"Just plaster and wood." Sonic smiled as he backed up a bit, stripping off his jacket as he did so.

"Everyone get ready to head out. And someone grab my jacket, I don't want to lose it." Running in place, Sonic leapt forward, tucking his body into a prickly ball. Sharp quills bit into the plaster as the hedgehog began to cut through the wall, carving out a brand new exit from the room.

"You heard the man, let's hit it," Mighty said as he grabbed his friend's jacket. Tails roused from his spot and everyone made their escape. In the next room Sonic had already finished another impromptu door for them. Three more rooms were renovated before Sonic ran into a problem in the form of two armored humans aiming automatic rifles at him.

"Road hazard!" Sonic yelled as he untucked himself and grabbed hold of the edge of his most recently made hole, dodging out of the way of the guns. Ricocheting off the inside wall, Sonic delivered a roundhouse kick to the left man's head. He attempted to swat the hedgehog away, but Sonic was too quick, grabbing hold of the man's arm to drive his spiky head into the man's side. Sonic lost his momentum when he spotted the second human taking aim at them. Aborting his attack, the hedgehog dropped to the ground and scrambled away, narrowly avoiding the incoming bullets. A loud growl announced the presence of Mighty as he barreled into the gunman with his fist. The first soldier was already recovering, drawing a handgun from his holster before Sonic kicked the weapon from his hand. Mobian and human scrambled for the gun. Sonic was quick, but he didn't watch his legs as the soldier roughly grabbed him and yanked his smaller body away. Just as he was about to grab the pistol, a pink hammer slammed into the ground right on his hand.

"AHHH!" the soldier screamed as Amy lifted her weapon, allowing him to cradle the injured appendage.

"Sorry, I'm really not the violent type," the nurse explained, though the hammer was still at the ready in case her opponent decided to come at her. A hand swung down to pick up the contested hand gun.

"I, on the other hand, am," Mighty bragged as he took aim.

"Hands up where I can see them fur balls!" another human called from the doorway proper, his rifle aimed not at Sonic but at the underage members of the group, Sonia, Manic, and Charmy. Reluctantly Sonic and Amy both raised their hands, but Mighty seemed somewhat reluctant to comply. Quietly Sonic began to figure out just how fast he'd need to move in case Mighty tried to call the soldier's bluff, but this proved unnecessary when the man suddenly let out a stifled groan and fell forward, a large combat knife sticking out of his back. Espio entered the room, dusting off his hands.

"I took out the other guy back at Charmy's room," he explained. "Near as I can tell, that's all of 'em."

"'Bout time you showed up," the snide bee said, while managing to sneak a note of sincere gratitude into his otherwise obnoxious voice.

"Good job 'Spi," Mighty congratulated. "I don't suppose there's a Part B to this rescue though?"

"Staying safe would seem to be the best course of action," Espio responded. "Vector says he's going to bust out his 'Ol' Lady' to deal with whoever's attacking us, so I think it would be a good idea to get to the upper levels of the club, away from the carnage."

"Sounds like a plan," Sonic admitted, though his tone made it clear he would have preferred to just leave the whole place behind.

"Good, then just let me finish up here and we can go." Espio drew another kunai and walked towards the two prone humans. Realizing his intent, Sonic cast a look back at his brother and sister and immediately stepped into the chameleon's way.

"Woah, woah, woah. You can't just kill these guys while their helpless," he said, holding up his hands to block the ninja's path.

"I beg to differ, Hedgehog, it's remarkably easy. Much easier, in fact, than trying to do it while they're shooting at me." Espio took another step forward, but Sonic refused to move.

"No," he said firmly. "I'm not gonna let you just butcher them." Espio's glare hardened.

"And what do you propose? We leave them here to wake up; maybe let them take more potshots at us? Or at them?" A purple gloved finger pointed over at Sonia and Manic.

"No. But there has to be a better way. Can't we just tie them up or something?"

"Do you SEE any rope around here? Now get out of my way and let me do my job." Espio shouldered past Sonic, ready to perform his grisly duty, when Sonic's hand suddenly griped his wrist. The chameleon's eyes narrowed. "You want to let go of me now, Hedgehog," he growled.

"Guys, I love a good dust up as much as the next guy, but this isn't the time," Mighty said as he pulled the two apart. Then he turned to Sonic. "I hate to say this, but maybe it's time you took a backseat; let us handle the problem."

"I'm not going to just let him kill two people."

"Then you probably shouldn't have let Mighty distract you," Espio suddenly said as he walked past, sheathing a bloody kunai as he did so. A glance backward revealed two very dead humans now lying behind them, much to the hedgehog's distress. Like a shot he was before Espio.

"Murderous…"

"What Hedgehog? I'm not someone known for mercy, in case you forgot. And for the record, you could stand to be a little more grateful for all the help we're giving you."

"Help like yours I don't want," Sonic replied. Espio sneered.

"Then by all means, be my guest. If we offend your sensibilities so much, then please leave. I'm sure you'll be just fine."

"Vector said we're supposed to protect them," Mighty reminded him.

"Then he should shut up and let me do so." Espio opened the door of the room leading back out into the hall a crack, casting a glance outward. "It looks like we're clear here, we should probably get while the getting is good." With that the purple chameleon took point, leading them out.


The door to Vector's office opened as the big lizard entered, a look of irritation on his face. The impetus for the irritation was plain to see if you looked down at his club, though the reason was more directed at himself.

'Stupid croc, you shoulda seen this comin',' he thought to himself as he marched over to his desk. 'Cyberon isn't the type of opponent you can just "turn a corner" and expect to lose in the street. Especially when you're dumb enough ta leave a trail for 'em to follow.' The big lizard pulled out one of the drawers in his desk, reaching inside it to press a button concealed at its back. The paneling of a wall split in two and slid to the sides in response, revealing Vector's "Old Lady;" a massive, six barreled, fully automatic Gatling gun.

With a loud grunt the Mobian gangster hefted the large weapon off of its stand, checking the ammunition feeds to make sure they were still clear after so much disuse. While Vector was not a violent Mobian, he lived on a violent world, in a violent city, and had a violent profession. So was it all that unbelievable some of it had rubbed off on him.

Satisfied the weapon was in working order, Vector turned to exit his office.

"Time to evict some troublemakers."


Shadow closed his eyes, allowing the chaos emerald within him to take control. The emeralds were attracted to one another when awakened, so the Gray Dusk should simply pull him towards the Topaz Star. In theory at least.

Breaking into a brisk jog, the dark hedgehog moved down the hallways as he began his search in earnest. C2 was inside somewhere, and Shadow would find him. Anything that got in his way suffered his wrath, whether they were Mobian or his own human allies.

'Where are you, little brother?' the dark hedgehog thought in irritation. Two bears turned the corner just as he approached, their weapons at the ready. Upon seeing a hedgehog approaching them, they hesitated, a fact Shadow took lethal advantage of. The two ursines disposed of, Shadow continued on his way. Suddenly, a twinge of fear not his own appeared in the back of his mind. Immediately he knew the Topaz Star was close, C2's emotions were being broadcast to clearly for him to hide. Smiling triumphantly, Shadow focused on where the sensation was coming from.

C2 was above him, but heading back towards the front room of the club, no doubt hoping to use the chaos to escape. His smile becoming as scowl, Shadow raised a hand above his head.

"Chaos Spear!" he cried, blasting a hole into the ceiling. With a hard jump the emerald avatar was airborne and on the second floor.


Espio moved quickly and silently, his entourage following behind even as his optical camouflage made him fairly difficult to keep track of. Fortunately Mighty knew his way around the building almost as well as Espio, and thus could keep them close to the chameleon. Sonic tried to keep his ears peeled for anymore attackers, lest their ninja bodyguard decide to do more killing.

"Mighty, what do we do once we get to the top floors?" the blue hedgehog asked of his oldest friend. "You guys have a helicopter or something?" Mighty laughed at that.

"This isn't a skyscraper, Sonic, it's a nightclub. We're gonna use the roof to get to the alleys. Hopefully by then Omega will be able to provide some cover to get us out of here."

"Assuming we get that fa…" Sonic was interrupted as a sudden explosion of light and sound tore a hole in the floor ahead of them, surprising everyone. A dark figure leapt through the resultant hole, making a perfect three point landing before them.

"There you are," the newcomer declared, red eyes glaring into the group. Sonic suddenly felt someone grab hold of his hand. A quick look down revealed this to be Tails, who seemed to be struggling to keep his breath.

"Who the hell are you?" Mighty asked of the black hedgehog, in no mood for games.

"My name is Shadow, and I'm…" This time it was the interloper who was interrupted as a kunai suddenly spiked into his chest, forcing him to backpedal a bit from the group.

"Get out of our way," Espio said, remaining invisible even as he readied another knife to throw. Angrily Shadow looked up in the direction of the thrown weapon.

"That was a mistake, reptile," he said, his eyes locking on the exact part of the ceiling Espio had anchored himself to. "You might have escaped unnoticed if you hadn't done that." Espio dropped to the floor, his camouflage fading as he stared intently at his opponent. Having years of experience as a professional hitman, the chameleon knew danger when he saw it, and this hedgehog screamed danger.

"Mighty, change of plans," the purple lizard said. "Get everyone back downstairs."

"Nah, we can take this schmuck, 'Spi," Mighty assured his partner, cracking his knuckles as he sneered at the hedgehog.

"No, you can't," Shadow corrected him, as he pulled the kunai out of his jacket. The blade wasn't even bloody as he tossed it away. Glaring at the hedgehog, Espio reached into one of his pockets for some special ordinance.

"Mighty, just get out of here while I keep this asshole busy," the ninja again ordered. "I get the feeling we're staring at the guy behind this whole mess, and I'd like to have a few words with him about Larry and Walt." The armadillo looked at his friend for a minute, and then made his decision. The more time the wasted, the better chance their enemies had of ensnaring their target.

"Make sure you catch up to us once you're done with this joker," he said as he tapped Sonic's shoulder for him to move. Though the blue speedster looked like he too would have preferred to stay and fight, he could also see time was of the essence right now. Quickly the group began to leave, even as Shadow moved to give chase. Before the dark Mobian could get far, Espio intercepted him, hurling three small gray balls between them. As each of the sphere made contact with the floor, they shattered, releasing clouds of thick, black smoke as they did so. Espio turned invisible again, charging forward into the smoke as he did so. Even in the manufactured darkness, Shadow's dark fur stood out, making him an easy target. Holding three more knives between his knuckles like claws, Espio struck, swiping at Shadow's exposed neck for what he hoped would be a fatal first blow.

Before the kunai could cut, Shadow leaned backward, avoiding the slash. The black hedgehog grabbed hold of the chameleon's extended arm, yanking him forward and out of the smoke. Espio grunted as he was thrown against the wall, the plaster cracking as his body struck and his knives falling to the ground. Quickly the ninja squirmed his wrist out of the hedgehog's grip, crouching to the ground as he used his tail to strike at his opponent's legs. The strike connected, but Shadow did not budge. Espio's eyes widened as Shadow's foot suddenly stamped on his tail before his other leg kicked the lizard in the face. Espio grabbed one of his fallen kunai, hurling the blade where his opponent's head was. The attack missed its mark as Shadow leaned out of the way, but the movement did cause the hedgehog to shift his weight enough that the ninja was able to get out from under him.

"Okay, so you're not as weak as the rest of your cronies," Espio said as he spit out a tooth. "That one was my mistake." Espio shifted into camouflage mode. "And this is yours." Shadow's eyes darted about as he tried to figure out where his opponent would strike from. Though he would have much preferred to go after C2, the emerald avatar wasn't about to leave such a dangerous opponent behind him. Acting on instinct, Shadow raised his forearm, blocking a quick and invisible punch aimed at his face.

The arm retreated before Shadow could grab it. Red eyes narrowed. This had to end quickly.


Mighty led his friends back down the stairs quickly, silently hoping Espio would be all right by himself.

'Don't get worked up Might, 'Spi's a big boy and can take care of himself. Important part right now is to follow Vector's orders and get Sonic and his crew out of here,' the armadillo thought.

"Stop right the… Argh!" yelled a human as he tried to block their way, only to get a vicious shoulder from Mighty for his trouble.

"We've gotta keep moving," Tails whimpered, casting a scared glance behind him. "Espio won't be able to keep Shadow busy for long."

"Espio's a fighter kid, he won't go down without a fight," Mighty assured the cub.

"That's what I'm afraid of."

"You're just a barrel of optimism, aren't you," Charmy said, though the bee looked worried himself. A sudden explosion from below only served to exacerbate his feeling. "Ahhh! Are they trying to bring the stinking building down on our heads?!" the panicked techie screamed. Amy took hold of the frightened boy, trying to comfort him, or at least keep him from bolting off in terror.

"Mighty, what's the plan?" Sonic asked before the panic could spread to the other children in their group.

"I'm… I'm not sure."

"The plan is we turn these jerks into chum," Vector said as he stepped out of his private elevator, weapon in hand.

"Vector!" Charmy yelled happily, breaking free of Amy's hold and flying over to the security of the croc's shoulder.

"Boss, we got bushwhacked by a guy upstairs," Mighty informed his boss. "Espio's dealing with him…"

"Good man," Vector said, confident the ninja could handle himself. Then his head turned to Charmy. "You holdin' up kid?"

"No," the bee said, shaking his head. Vector chuckled a bit, patting the insect's head.

"Just stay close ta me, Charms, you'll be all right." Vector turned back to his enforcer. "Anything else ta tell me?"

"I had Charmy contact Omega. He should be arriving soon, so if we hold out we'll be getting reinforcements."

"Hold out nothin'. These jackasses are shootin' up my boys and tearin' up my club. Omega can have 'em after I'm done tearing inta their hides." So saying the large croc led the way, a furious look in his eye. It took them no time at all to make it to the doors to Menagerie's main room, a fact that caused Sonic to give pause.

"Wait a minute, I'm not taking my sibs into a fire fight Vec." Vector nodded at the hedgehog.

"Don't expect you to. You and the kids hang back here where it's safe. Once we clear out enough of the front end we can move you." Sonic nodded as the croc turned back to the doors. Growling, the reptilian gave the doors a sharp kick, hefting his weapon as he entered the battle. "All right scumbags, I'm telling ya right now ta get the HELL outta my club!" the mob boss roared, firing the Gatling gun into the room. Though the G.U.N. soldiers were well trained, Vector cut a rather imposing figure as he erupted from the doorway, even more so as the barrels of the Gatling gun began to spin, spitting out bullets both at high velocity and high volume. Those Chaotix who could dove for cover as their leader opened fire, bullets chewing through overturned tables and walls.

As the hail of gunfire ended, the Mobians pressed their new advantage, advancing against the pseudo-policemen and closing ranks with the humans. Though most of them did not possess the height advantage their opponents did, the gangsters made up for it with claws, teeth, and numbers. That the soldiers had to be aware of Vector as he periodically provided cover-fire kept them from coordinating en masse against the Mobians.

"Attention all units, attention," one of the soldiers said into his walkie, "all units converge to ingress point one for reinforcement."

Mighty's eyes narrowed as he watched the fighting, his jaw clenching. From where they stood protected, he looked to his blue friend.

"Sonic, I'm going in to help," he said, only to stop when Sonic grabbed hold of the armadillo's shoulder. Thinking his friend was going to try to talk him out of this course of action, the enforcer was a touch surprised that Sonic wasn't even looking at him.

"Not for nothing, Might, but I don't think Vec's gonna be needing help in that direction." This seemed true enough. With Vector's help the Chaotix were quite swiftly turning the tide, forcing the humans back out the doors of Menagerie. A few soldiers did try to remove the croc, but each attempt was met by ferocious opposition by his underlings, not to mention the fierce cry of his gun. On Vector's shoulder Charmy shouted encouragement, emboldened by clearly being on what was the winning side. Finally the humans began a full retreat to the parking lot.

"Mighty, bring 'em out, we're leaving," Vector commanded, charging forward to keep up with the fight.

"Looks like the party's moving outside," Mighty said, motioning for Sonic and company to follow him as they moved to the door. Outside the battle was indeed still raging, with faux-cops having assumed defensive positions around their vans. Though the humans had been driven back a ways, they were holding their ground now, thanks in no small part to now having access to more of the weaponry they'd brought. The Chaotix took cover where they could, fighting conservatively as they looked for a way to once more go on the offensive.

"How long do you think you guys can keep this up?" Sonic asked as he watched the firefight. In the darkness he could see more soldiers taking up positions, reinforcements no doubt.

"I'm not sure," Mighty stated. "Menagerie's our base of operations, so we're pretty well fortified, but no one probably ever thought we'd have to hold off the frelling army." Suddenly one of the vans exploded as a familiar robot landed between the two groups, its head spinning as its burly arms snapped into position. "About frelling time."

"ASSAULT MODEL E-2000 SERIES OMEGA UNIT HAS ARRIVED!" the robot announced in a rather loud voice. "ALL ENEMY COMBATANTS WILL LINE UP FOR IMMEDIATE BUTTKICKING!" A pair of missiles launched from the robot's back, destroying another van and scattering more soldiers. The Chaotix cheered, even as their enemies continued to fire.

"Mighty, keep the kids safe," Sonic said as he began to move out of the doorway.

"What are you doing?"

"Your bot's tough, but these guys are too organized. I'm gonna try to disrupt their lines, make us an escape route."

"That's suicide Sonic. Not only will you be amongst the enemy, your own side will be shooting in your direction," Mighty said, grabbing his friend's arm.

"I'm fast enough I should be able avoid getting shot, and the longer this goes on the more time this Snively joker has to trap us." Mighty gritted his teeth, clearly disliking sending his friend out alone, but also knowing he would be of little use in a firefight.

"Fine, just be careful out there."

"I'll come with you Sonic," Manic offered loyally, only to be stopped by his brother.

"No way, dude, I need you to hold down the fort for me," Sonic said, glancing back at where Tails was casting frightened glances behind them, no doubt worried about another. "You look after our friend, and when I get enough of a break for you all to run, make sure he runs. Got it?"

"You can count on me Sonic," the green boy said, grabbing hold of the fox's hand and startling him out of his nervousness. Sonic nodded and turned to head out, his body bristling as he shook himself loose.

Like a shot he was off, a blue blur of speed racing towards the entrenched G.U.N. soldiers. Avoiding getting caught in the crossfire, the hedgehog moved in from the side, circling about the vans. Some of the soldiers on the side noticed his approach and aimed their weapons, but too few to halt his advance. Sonic's body tucked into a ball, barreling in at full speed, much to the surprise of those soldiers who hadn't noticed him. Quickly the humans recovered, trying to divide their efforts between the Chaotix and the attack going on in their midst.

Sonic untucked himself, springing up at one of the soldiers and jamming a palm into the man's chin. A kicked foot met another one, but soon Sonic found himself twisting in the air to avoid a swung knife. Quickly he recovered; head-butting the knife wielder in the stomach, a slight mistake considering the Kevlar the man was wearing. A nearby explosion caused by another one of Omega's missiles drew everyone's attention, and Sonic could sense that a few of his opponents were not made of the same steel as their compatriots.

"It's pretty clear you guys aren't really cops, no matter what you're wearing right now," the hedgehog said as he brought down two more disguised soldiers. "I mean, even the SWAT doesn't just open fire without making sure there are no civilians present. Based on the stuff you jokers are packin', I'm guessing you're military, right?"

"Shut up you little rode…" Another of the "cops" went down, granting Sonic access to one of the vans.

"Ha, knew it," Sonic said as he looked at the equipment inside, grabbing hold of a few grenades as he did so. Yanking a ring out of one of the small explosives, Sonic lobbed it back into the van before kicking off again. As the van ignited, the hedgehog used the force of the explosion to launch himself further into the ranks. "So if you guys are military, and you're real target is my friend, I'm guessing you jerk-offs have a connection with a company called Cyberon." Sonic moved quickly as the soldiers tried to attack him, employing his speed to disable each opponent before rolling the second of his grenades under another van, this one with some dishes on its roof. Two men raced out of the back of the van as the grenade exploded, running straight into Sonic's fists. "Thing is, I'm pretty sure from what I've seen Cyberon ain't the kinda company that lets everyone know its dirty little secrets. So I'm guessing you guys don't know jack about what you're actually after." The hedgehog ducked quickly to avoid incoming gunfire from the Chaotix. Quietly he growled, hoping someone on his side had at least noticed he was over here.

His anger dissipated as two more of the soldiers attacked him, both armed with knives. Sonic tucked and rolled, avoiding the swipes of the blades before bounding back into the two men's legs. This ended up saving their lives as a roaring rocket thrust heralded the arrival of Omega.

"What are you doing here?" Sonic asked as the robot fired two missiles at particularly thick knots of the enemy.

"VECTOR ORDERED ME TO BREAK THROUGH THE ENEMY LINES," the robot announced. "FOOLISH HEDGEHOGS SHOULD NOT INTERFERE WITH MILITARY MANEUVERS."

"Not my fault you guys are taking too long," the hedgehog said as kicked the two soldiers to knock them out.

"PATIENCE IS REQUIRED FOR PACKAGES. NOW RETURN TO THE SAFETY OF THE CHAOTIX…" An explosion from Menagerie got the attention of both robot and Mobian. Espio's purple body flew out of the third story window and crashed roughly into the battlefield, the chameleon's scales smoking as he groaned in pain. A black blur followed, Shadow landing on the ground nearby looking none the worse for his encounter with the ninja.

"Espio!" a worried Mighty called from where he and the others stood. Worry turned to anger as the armadillo glared at the ebony hedgehog. "Amy, watch the kids."

"What are you doing?" the pink hedgehog asked as Mighty began to move. The furious gangster looked back at her.

"What do you think? I'm going to kick this guy's ass for what he did to my friend." Mighty ran out, once more stripping off his jacket and slipping on a pair of brass knuckles in his pockets. Shadow watched the red and yellow creature's rapid approach, a sneer on his face.

"All I want is my brother," he stated evenly, though his eyes said quite plainly his patience was at an end. "Which means the rest of you can just DIE!" Shadow charged forward, meeting Mighty head on. Mighty's fist swung hard, breaking through Shadow's defenses with ease. The Gray Dusk emerald shifted his body into a more evasive position, avoiding Mighty's attack rather than blocking it. It was now Mighty's turn to sneer as his missed punch still connected with the ground, shattering the concrete pavement with the force of his blow.

"Running scared, huh? Well too bad, it's too late for you to scurry off and hide," Mighty growled. Again Mighty swung a powerful fist, but again Shadow moved to evade, using his forearm to push aside the armadillo's punch. Before the Chaotix enforcer could recover, Shadow began his own assault, hitting Mighty with a quick strike from his palm to the chest and pushing the Mobian back. Mighty rubbed his now very sore ribs, glowering at Shadow.

"I see. You are very strong," Shadow surmised, then pointed back to the hurt Espio, "and your partner was very fast. The problem is, he was not very strong… and you," Shadow smiled nastily at Mighty, "are not very fast." In a display reminiscent of Sonic, the black hedgehog disappeared in a blur of speed. Before Mighty could react, Shadow struck, jabbing Mighty in the kidneys hard before disappearing. The armadillo fought off the pain and pulled himself into a defensive position, a rare occurrence for him. Shadow continued. "I, on the other hand," a kick suddenly landed at the base of Mighty's skull, throwing him forward before he turned around to try to retaliate at thin air, "am both very fast," a searing pain raced across Mighty's leg, blood spraying as hedgehog quills tore through his pants and skin before he could defend himself, "and very strong." Mighty collapsed to his knees, his leg unable to support his wait, just in time for Shadow to catch his chin with an uppercut, sprawling the armadillo on the ground. As Mighty tried to struggle back into a standing position, his progress was halted by Shadow's foot stepping roughly on his ribcage. "Looks like you're the one who should have scurried off Mobian." Shadow raised his fist for a finishing strike, only to grunt as a large hammer slammed into him from the side, knocking him off the armadillo.

Shadow's body twisted in the air, allowing him to land on his hands and feet, glaring back at his still prone enemy. Amy stood over Mighty in a protective stance, her pink hammer at the ready as she stared Shadow.

"So Snively wasn't telling stories," the hedgehog whispered, a grin appearing on his face. "You really do have the Piko-Piko hammer."

"Mighty are you all right?" Amy asked, casting a glance back at her new charge, who proceeded to groan. As she did, a bit of light glinted of the Warrior's Feather in her quills.

'Then that means that gaudy thing in her hair must be the Rose Morning chaos emerald. But why can't I sense it?' Shadow considered as he stared at the girl. 'If all she can do is activate that hammer, maybe Rose Morning has not fully awakened. If that's the case…' Shadow willed his own powers forth. If he could disrupt the girl's connection to her stone, the hammer would become a non-issue and it would be child's play to reclaim his sibling.

Hammer met fist, Shadow grating his teeth as the chaotic energies clashed against each other, but his concentration remained unbroken as he channeled his powers into the weapon. With a loud pop the hammer exploded, blasting both hedgehogs backwards, landing roughly a few feet from each other. Amy shook her head, her ears ringing from the hammer's impromptu explosion. Her pain intensified as Shadow struck, ripping the Warrior's Feather from the girl's quills.

"Well wonders never cease," Shadow said as he crushed the gold setting and the feather, saving only the pink jewel for himself. "I came here seeking one emerald, and here I find another."

"Hey!" Amy cried, holding her head where Shadow had ripped out some quills along with the hair clip. "That was a family heirloom, you jerk." The pink hedgehog glanced in sorrow at the ruined gold clip and destroyed feather. The ebony hedgehog sneered.

"It was in my family long before yours, pinky," he retorted. "But thank you all the same. I probably would have had to turn this city upside down looking for Rose Morning." With that Shadow turned from the pink hedgehog. "And now, for my true quarr-Y!" As soon as the black hedgehog's back had turned, Amy had sprung forward, tackling Shadow to the ground and knocking the pink gem from his hand. Quickly she scrambled over the fallen villain, hoping to reclaim the emerald and thus her hammer. Shadow was just as quick, twisting on the ground to get hold of the nurse before throwing her off him. "Stupid girl," Shadow growled as he flipped back to his feet, eyes aglow with a dark light. "You just made a fatal mistake!"

"Lotta that goin' around," Vector said, standing beside where Amy had been so carelessly tossed. The barrels of his gun began to spin as it spat out rapid-fire bullets. Shadow arms reflexively covered his head as the first wave of bullets struck him, the force of the combined velocity knocking the relatively lightweight creature back into a wall. "You okay Ms. Rose?" the croc asked as he helped the girl to her feet.

"Bruised but okay," Amy said, revealing the pink emerald she'd grabbed.

"You scaly handbag," Shadow growled as the smoke around him dissipated. The Gatling gun had done a number on the hedgehog's outfit, his jacket now in tatters, his shirt and pants full of holes. But no one could miss the fact that, aside from a few cuts and small trickles of blood, his body was undamaged. "I really, REALLY liked that jacket." Shadow tore the ruined garment from his shoulders, the red leather duster falling heavily to the ground. "Fine. Enough of this deception and subterfuge. If you fools don't have the decency to lie down and die, then I'll just squash you all." Shadow's hands glowed brightly as the debris around him shook violently. In her hands, Amy's hammer appeared again as Vector steadied his gun and fired.

Shadow moved quick, dodging the bullets this time as he charged at Vector. Amy readied to repulse the hedgehog, but her hammer missed as he vaulted over her head. Vector swung his gun, trying to club his attacker with the heavy weapon, but Shadow's hands sliced through the barrels of the gun, sending the metal tubes clattering to the ground. Shadow pressed his assault, stabbing at the mob boss with his glowing fingers. The lizard's lithe body backed away, avoiding the assault even as Vector's tail swung in to try to sweep the hedgehog's legs. Shadow back flipped, allowing him to avoid not only the scaly tail but also the hammer Amy swung again. With a hard shove, Shadow sent the pink hedgehog crashing into Vector, knocking them both to the ground.

"Amy!" Manic screamed, attracting the attention of Shadow. Behind the green hedgehog Tails stood, his blue eyes widening as he was spotted by the emerald avatar. A smile broke over Shadow's face.

"I forget myself. I did come here for you first and foremost," the dark hedgehog said, charging forward.

"Manic, Sonia, run!" Amy cried. Instantly the two hedgehoglets broke cover, Manic grabbing hold of Tails as they ran. Shadow was quicker though, cutting off the three of them before they could make any distance.

"Not so fast."

"Someone say fast?" Sonic asked as he plowed into the monster with his elbow. Shadow's feet dug into the pavement as he pushed against Sonic's assault.

"You again," he grunted. "I thought you were busy with the humans?"

"What can I say, I see a big bully picking on my brother and sister, and I just drop everything."

"Ah, the 'big brother' instinct," chuckled Shadow, twisting his hip for a kick at Sonic's ribs. The speedy hedgehog moved to block the kick, grunting a bit as he felt the strike's force. "Impressive. Even that chameleon wasn't fast enough to block my kick."

"Yeah I'm just full of surprises," Sonic wheezed out. "Like this one." Suddenly Sonic dropped to his hands, spinning around as he swept Shadow's legs. Shadow's arm shot out as he rolled with the force of the sweep, pulling himself to his hands and knees. Like lightning Sonic kicked, catching Shadow in the chin, but without the black hedgehog getting the blue one's ankle. Wrenching the younger hedgehog off his feet, Shadow threw Sonic away from him, buying some distance from his opponent.

"You are a fun opponent, I will admit to that," Shadow said. "But I don't have time for fun. Chaos Spear!" The emerald avatar released a shaft of dark energy at his opponent. Sonic saw it coming, his reflexes taking over as he moved out of the way and thereby avoided the blast.

"What the hell was that?" Sonic yelled, looking from the ebony hedgehog to the

smoking crater. More dark energy danced around Shadow as his arm crossed over his chest.

"Power; raw, untamed, and unstoppable. Chaos Spear!" With a snap of his fingers, Shadow sent another shaft of energy at Sonic. Again the azure hedgehog moved, narrowly avoiding the explosive blast.

"Gonna have to be better than that, Shadow," Sonic said. Shadow grinned maliciously.

"You may be agile enough to avoid being scorched, mobian, but are they?" the evil hedgehog asked, eyes darting over to where the children still stood as he drew his arm up. "Chaos Spear!" Sonia grabbed hold of Manic as she saw the projectile heading straight for them.

"NO!" Sonic's feet revved up as he raced to intercept the energy missile. The chaos spear exploded just as the blue hedgehog reached it, blasting Sonic backwards as he clutched his injured torso. In an instant his siblings were on him.

"Sonic," Sonia cried, trying to see if her brother had been burned.

"Please be okay, please be okay, please be okay," Manic pleaded as he too looked over his fallen elder sibling. With a groan, Sonic worked himself into a sitting position, trying to get back to his feet. Soon Shadow was walking towards the three hedgehogs, malice in his eyes as Manic left his brother's side to try to stand between the emerald avatar and Sonic.

"You shouldn't have gotten involved in this, hedgehog," Shadow said as he stood before the three, black lightning dancing around him. "Now it's time for you to disappear. Chaos…"

"Chaos Spear!" A pulse of gold light slammed into Shadow, the explosion throwing him from his feet. Growling and snarling Shadow got back to his feet, his features once more twisted in fury.

"What was…?" The hedgehog's tirade ended abruptly as he saw his attacker.

Tails's body glowed with golden yellow energy, the gem at his neck brilliant in the darkness of the night. Though the cub still looked rather scared, this was rather effectively mitigated by the fact that his eyes were practically glowing.

"Leave my friends alone Shadow," the cub commanded, his voice trying to sound forceful, and helped significantly by the rather loud echo that seemed to be accompanying it. "Chaos Spear!" Another blast of topaz energy left Tails's hands, streaking towards Shadow. Quickly the black hedgehog countered with his own power. He was quite surprised as the two attacks met with an explosion, the yellowish-orange one enveloping the gray with ease as it sent Cyberon's agent tumbling backwards. Now it was Shadow's turn to show some fear as he recognized his peril.

'This… This is impossible,' he thought as he took a step back. 'The calculations… his powers shouldn't have progressed this far.' Shadow reached into his pants' pocket, thumbing the small device he'd been carrying. 'I… I have to end this, now. Before C2 gets any further out of hand.' Quickly he touched the communication piece in his ear.

"Shadow to all units. Concentrate fire on C2, now."

"Didn't we have orders not to fire on the target?" the radio crackled back.

"I am rescinding that order, soldier," Shadow said, a hint of desperation in his voice. "I need him distracted, now! Fire with whatever ordinance you have." Like a black ghost Tails's cloak rose up, surrounding the boy in a protective barrier as bullets rained down on him. In the heat of the battle the Chaotix returned fire, but with their own friends so close, they were unable to force the humans off the attack. What the mobians were unable to do, however, Tails was, his cloak periodically parting to send and explosive chaos spear towards his attackers.

Shadow pushed forward, ignoring the sudden soreness in his leg as he pulled the small device Robotnik had given him before starting this mission, a machine that would nullify the fox's emerald. Summoning his own powers, Shadow used his free hand to slice through the cloth of Tails's cloak, penetrating the barrier with far more efficiency than the bullets.

"All right C2 it's time to end thi..." Shadow's eyes widened as he sensed the power welling up in the fox's body. "Crap," he said as the device fell from his hand. Quickly Shadow pulled his hands up in a defensive position as he screamed into his headset. "Fall back, fall back!"

Tails was practically shining now as the chaotic energy built up in and around him, seeking release. And release was what it found.

"Chaos… blast," the cub whispered. With a deafening roar a torrent of power was expelled from the fox, a sphere of energy that began to annihilate everything in its path. Chaotix and soldier saw what was coming and took cover, those that couldn't getting sent flying like ragdolls.

"What the hell's going on?!" Vector yelled as he grabbed hold of Charmy to keep the bee from being caught in the wind. The croc grunted as the perimeter of the energy sphere enveloped him, his scales aflame as the energy buffeted him from all sides. Beneath his feet the cement cracked, knocking the mob boss to his knees.

"Vec-Vector," Charmy cried, the energy permeating him despite the lizard's attempt to shield him. Reptilian eyes cast upon the source of the attack, the young cub that only hours ago had been nearly catatonic with fear.

'Good Lord… This is… this is like what he did to that egg hunter. Only now he's doing it to us,' Vector thought. 'He's going to kill us all if someone doesn't stop him.'

"Omega! Take him out!" Vector yelled, pointing at the fox. From over by the wreckage of the vans that had suffered under the first assault of the blast, E-123 Omega stood shakily, its body rattling noisily as it fought against the alien forces attacking it.

"AMBIENT… ENERGY LE-LE-LEVELS SPIKING DANGEROUSLY," the machine warned as it tried to lock on its target with its arm cannon. "UNIT'S STRUCTURE SUFFERING INSTENSE INSTABILITY. TARGETING… SYSTEM COMPROMISED." Omega was visibly shaking, his metal armor clacking and twisting as the robot was caught in the torrent of chaotic energy. Sparks of electricity crackled around the combat unit as wires overloaded and broke, depriving parts of the machine of needed power. The sudden explosion of one of Omega's eyes was not lost on Charmy.

"No!" the bee cried. "Omega, get out of here before he destroys y…" Vector's hand clasped over the boy's mouth, silencing him.

"Belay that order. Fire!" Omega obeyed, firing off its missile just as its arm exploded, the shrapnel made of its own armor lancing back through its weakened body.

The missile flew, heading straight for Tails. The projectile got within no more than five feet of the cub before it exploded under the assault of the chaos emerald, the force generated by it turned back from the fox.

At the heart of the blast Shadow poured his energy into defending against Tails's assault, but it was clear he was on the losing side of this battle. His gloves had been destroyed, and already the skin of his left hand was peeling away, revealing the techno-organic circuitry underneath. Circuitry that was smoking as it overloaded under the strain of the attack.

'I can't keep this up. I've used too much of my energy to match C2,' the desperate construct thought. His eyes cast about, soon landing on where Sonic lay with Manic and Sonia. While the rest of the area seemed in turmoil, the few feet of land the three hedgehogs occupied seemed undisturbed. Further off Amy was getting the same consideration, a fact she was using as she held onto the still prone forms of Mighty and Espio. Gritting his teeth, Shadow shifted his weight around, sure to keep his focus before him. 'If I can make over to those hedgehogs, C2 won't dare turn his full power in my direction. Then it's just a matter of waiting him out.' With that thought, Shadow took a step backwards, only to stop as the energies being directed against him intensified.

"Dammit C2, stop this," Shadow growled in anger, fighting back for all he was worth. "You're not strong enough to keep this up, and when you fall, I'll destroy everyone here."

"Leave… Leave… Leave my friends… ALONE!" Before Shadow's eyes the blast of energy renewed itself, as strong and as intense as before. His own reserves spent the black hedgehog had nothing left to reinforce his own powers.

"No, this can't be happening," he cried as bone and muscle flew from his body. "No. I… I am the Gray Dusk Chaos Emerald. I cannot be defeated by a stripling. NO!" Shadow's body was thrown into the air like a rocket, riding the final waves of chaos energy as it launched him past the Menagerie and away from the battle.

The threat of the Cyberon agent dealt with, the chaos blast began to die, the battlefield slowly settling. Sonic's assessment of the soldiers had been correct; Cyberon had not been completely forthcoming about their target. Additionally General Haron had been loath to allow Dr. Robotnik to potentially sacrifice valuable men he might later have need of, and thus had sent along more or less green troops. With Tails's display of power now ended, those soldiers that had survived the attack decided that now was the time for discretion to be the better part of valor.

As the soldiers ran for it, the survivors of the Chaotix defenders too picked themselves up, giving a cheer at their apparent victory. The cheer was soon cut off as the sound of sirens were heard, heralding the imminent arrival of the police. From where he had fallen with Charmy, Vector regained his footing, glad that the ground was no longer shaking beneath him.

"Everyone, we're pulling out," he yelled in a commanding voice as the mobians began to gather their injured comrades, moving around their headquarters to their own vehicles. "Get everyone up and out of here, we're not leaving anyone behind for the cops to nab." Amy watched as three of the gangsters took custody of Espio and Mighty, though they didn't bother to ask her if she needed any help. Pocketing the remains of her family heirloom, Amy walked over to Sonic and his siblings.

"Can you move Sonic?" she asked as the two younger hedgehogs helped their brother to his feet.

"Yeah, I think so," the blue hedgehog said, hand crossing his stomach where Shadow's spear had hit him. "Probably gonna be extra tenderized for a bit, and maybe glow in the dark, but otherwise fi-AYE!" Sonia was quick catch her faltering sibling as his leg crumpled beneath him.

"Hurry up you four, we don't have much time," Vector ordered. The croc then looked over at Tails. Having spent so much energy, the kit had collapsed where he stood, panting heavily as exhaustion began to overtake him. An unpleasant look crossed the crime boss's face. Having witnessed firsthand the power the boy possessed had set in motion certain concerns in lizard's brain, primary of which was how much danger they'd found themselves in because of this cub. Hiding from Cyberon was one thing, but if they were literally carrying a bomb around with them…

'And at the same time I can't just leave him here. If he's this dangerous on his own, I don't want to think of what a nut job like Snively plans to do with him.' Making his decision, Vector grabbed hold of the cub by the scruff of his neck, holding Tails at arm's length as he carried the boy.

In moments several cars pulled their way up through the cracked and damaged parking lot. The mobians quickly got into their vehicles, rolling out in different directions to avoid the incoming police cruisers.


"Ah… AH," Shadow groaned. The black hedgehog lay in an alley, his landing point after being blasted away by Tails. It had been a rough landing to say the least, as evidenced by the metal rod that had been impaled through his chest, and the fence wire that was now tangled rather nastily around his broken leg. His fur and skin were scorched, the techno-organic circuitry of his body exposed to the elements and soaking in his own blood.

Grunting, the hedgehog tried to remove the rod with his remaining arm, weak sparks of gray energy crackling about the wound as he tried to heal himself.

"Blast that fox…" Shadow growled, the stubborn rod not budging as his shaking arm pulled. "How… How could have beaten me?"

"Because you are a weak, pathetic faker," another voice said as a figure stepped into the alley. Shadow's eyes widened as he spotted the interloper.

"You," he said with a hint of fear in his voice, followed by desperation. "Please, help me. I… I just need a bit of chaos energy… and I can heal myself."

"And why should I do that, B? For a failure like you?"

"C2… He did this to me. The… The Doctor's calculations… they were off. He's… become… too powerful."

"For you maybe," the figure sniffed, approaching in the darkness. "No, if he is as powerful as you say, I don't believe I shall be wasting my energies on you."

"You can't just leave me here like this," Shadow said as the figure walked into the dim light to reveal himself to be… Shadow, hale and hearty as compared to the currently mangled version lying helplessly on the ground. A wicked smirk spread across the new hedgehog's face as he heard his doppelganger's words.

"Of that we both agree," he said as familiar gray energy encircled his hand. The first Shadow's eyes widened as he held up his hand.

"Wait… No… Mercy…" he stammered.

"As you wish," the second Shadow said. "Chaos Spear." Power enveloped the injured Shadow as he cried out, his wounded body unable to cope with the assault. In seconds all that was left of the savaged hedgehog was smoldering ash.

"Well, that seemed a bit extreme," Robotnik's voice commented from wristwatch of the still living Shadow.

"It was no less than what that clone deserved," Shadow said, practically spitting the word "clone" out as though it were an insult. Silently the emerald avatar trod over to the ruined remains of his counterpart, gloved hand sifting through the smoldering ashes. Finally he found what he was looking for; a small crystal of a dull gray color, save for a single spark of energy residing within it. Lifting the jewel, Shadow placed it in his mouth and swallowed. "There, much more efficient than wasting time with interrogation."

"You are far too flippant in your attitude," Robotnik chided his minion.

"An ethics speech from you, Doctor? Don't make me laugh."

"More a cautionary tale, A. One wouldn't wish to tempt fate now, would one?" the class A clone shuddered at his master's use of his proper designation, a subconscious effect of the conditioning all the clones underwent. "Well, this unpleasantness aside, return Cyberon."

"As you command Doctor."

To be continued…