Disclaimer: I do not own Sonic and Co. They are property of Sega. I do own three Sonic plush toys, though: Modern Sonic, Classic Sonic, and Classic Tails.

Chapter One: A Not-So-Joyous Joy Ride

The day could not have been more perfect for a plane ride. There were absolutely no clouds in the sky, no winds blowing from any direction whatsoever, and best of all, no signs of scientific madmen or robotic henchmen. All of these factors added up to create a perfect scenario for one pilot, a scenario he rarely ever experienced anymore.

Miles "Tails" Prower took this rare opportunity to take the Tornado out for a spin. The plane had originally belonged to Tails' best friend, who was pretty much his big brother at this point, Sonic the Hedgehog, but Sonic had given it to Tails because he was always the plane's pilot and due to the kit's love for mechanical instruments. This made the plane even more special to the yellow vulpine because it served as a symbol of the friendship between Sonic and himself. Tails had promised himself that he would protect that symbol at all costs.

It was not long before the eight year old fox had flown the plane off of the runway and into the sky. The pilot then allowed relaxation to kick in, which was what usually happened every time he decided to fly the biplane. Tails enjoyed the times he spent flying his plane because he could experience the beauty of the planet Mobius without having to concern himself with the evil actions of Dr. Eggman. For the few moments that he had behind the wheel of the Tornado, Tails could actually take a break from the troubles that he and his friends usually went through.

The young pilot decided to put his plane on autopilot so that he could enjoy his surrounding sights. Sparkling water glistened in the ocean below, drawing attention to the Mystic Ruins area. From his vantage point, the fox could even make out the distant ruin figures in the forest, which always gave him a sense of mystery and adventure. Tails looked at how peaceful the area was and hoped that the moment would last, but it seemed that fate had other plans for him.

Just as Tails switched the plane out of autopilot mode, he heard a buzz from the back seat of the plane. The vulpine immediately reached one hand into the seat behind him, eyes never leaving the front of the Tornado, and retrieved his handheld: the Miles Electric. Tails had brought it, along with some other inventions that he might need, with him just in case something important came up. Answering the call, the young pilot was not surprised to discover that none other than Sonic himself was on the other end.

"Hey, little bro," Sonic said in a very speedy tone. Tails expected as much from Sonic; he was the fastest thing alive after all. "There's no time to explain-"

Tails could hear the sounds of laser fire and metal shredding. Whatever was going on, it had Eggman written all over it.

The pilot watched the screen for a few moments as Sonic uncurled from a spin dash. The fox's friend continued, "Sorry about that, Tails, but it's complete chaos here in Station Square. I need you to get here, now."

Before the eight year old fox could even respond, Sonic had already cut his connection. "You can be such a pain sometimes, Sonic," the yellow Mobian said to himself. The fox then put the Miles Electric back in its former location and headed for Station Square.

It was not long before the fox neared his destination. The suburbs surrounding Station Square loomed before him, inviting the yellow Mobian back to the city he once saved. As far as he could tell, nothing seemed to be threatening anyone. This statement was then retracted when Tails noticed something out of the corner of his eye. Flying not even a block away from the Tornado was a small aircraft firing lasers at some of the skyscrapers. Tails instantly presumed the person responsible to be Eggman.

In an attempt to stop the mad scientist from causing any more destruction to the metropolitan area, Tails steered his trusty bi-plane straight towards the flying ship. When the eight year old vulpine thought that he was close enough to fire at the hovering vehicle, the flying machine sped away at a groundbreaking speed. The pilot did not hesitate for the slightest moment as he gave chase to his foe, flying around buildings of all sorts of shapes and sizes while avoiding the creation of any catastrophic disaster.

As the young fox continued flying after the rotten Eggman, he realized that the old doctor had made some impressive adjustments to his mech since their last encounter. Obviously the speed boost was new ( and in Eggman's case actually a wise course of action considering that he was always trying to take down Sonic), but the real kicker to this new machine was the weapon system. The doctor's original design for his aircraft had a few missiles and on occasion would fire a few small red bolts from the front, but now the mech had three self-charging laser cannons that fired gigantuous laser beams and several turrets protruding from all sides of the sphere-shaped vehicle that it was. Tails may not have approved of the mad scientist's plans, but even he had to admit that Eggman's new piece of machinery was most likely the most innovative creation ever created by the evil madman.

Tails was then forced to turn his plane until it was vertical with the streets below in response to the sphere hovercraft weaving through a narrow gap between two tall structures. The young pilot shook his head as he readjusted the plane to its normal position, reminding himself to stay focused on his flying before the villain's new technological creation hurt someone. Head back in the game, the two-tailed pilot proceeded to speed up his plane and eventually caught up to the other aircraft. As Tails maneuvered the Tornado to the left side of the flying machine, however, he noticed something very off about it. Or more like a lot of things that he hadn't been able to see prior due to the mech's incredible speed.

Taking in the appearance of the other pilot's flying mech, it was unlike Eggman's natural silver and black or the occasional red, instead being mostly brown with a mix of gold. The machine also lacked the mad doctor's signature mustache logo and instead had a simple golden crescent moon on the side. But the most intriguing detail was the fact that the aircraft was fully spherical, not a half-sphere as Eggman usually had because he wanted to make his presence known. This wasn't adding up in any way in the fox's mind, and he had an IQ of 300.

The opposing mech then rotated all of its turrets and and laser cannons until they were pointed directly at the yellow pilot. Realizing exactly what was about to happen, the kitsune jerked the Tornado downwards, narrowly avoiding laser blasts in the side of his plane. Once the lasers ceased firing at him, Tails quickly pulled back up before he had a nasty collision with the streets below. After the crash he had had back in Station Square before the whole Chaos incident, the fox had been extra careful when flying to avoid a similar catastrophe.

Regaining his position behind the aircraft, which based on the areas of the street where the laser beams had hit packed some serious firepower, Tails simply scoffed, let a grin spread across his furred muzzle, and said, "So that's how it's going to be, huh?" The fox then pressed a button on the plane's center console, transforming the Tornado into its battle form, fit with its own set of lasers and missiles. "You asked for it, then!", he quickly added on.

Speeding after the other aircraft, Tails fired a few of his projectiles in an attempt to bring his foe down before any innocent lives were lost. The opposing contraption just rotated its weapons again in response and knocked the fox's attacks away with its own arsenal. For added measure, the mech had sent off a few extra missiles that the Tornado's pilot quickly had to blast away with a few mini-lasers; Tails didn't dare attempt to dodge the projectiles again because he did not want to risk damaging any more structures.

It was not long before the orb-like machine fired off more projectiles at the vulpine and Tails had to repeat his procedure from before. This game of cat and mouse continued for some time with neither fighter getting any significant edge over the other. As Tails stopped another batch of missiles from striking him, however, he noticed a small detail in the round mech's turrets that gave him an idea of how to stop it. Whenever the missiles were fired, the turrets that they fired from were not able to rotate to face him. The detail may not have been the best for creating an overall strategy, but at least the fox had something to work with for the time being.

Taking advantage of the minor flaw in the other's ship, the yellow Mobian flew his red biplane in various directions in an attempt to force his rival to expose the weakness. This was not an easy feat to accomplish, however, as the young pilot still had to shoot away the other's attacks and avoid flying into buildings in order to protect the city. The fox soon learned that his effort was not in vain when his opponent finally exposed the weakness of the ship again in order to make the weapons face the young one. Tails fired at the turrets without a second thought as soon as his opponent walked -or rather flew in this scenario- into an accidental trap and managed to take some of them out.

The yellow pilot repeated this process again and again and was eventually able to render the spherical ship's turret system functionless. Tails mentally congratulated himself as he thought that the fight was over, but instantly stopped as he took another look at his opponent's mech. Much to the fox's surprise, the vehicle's sphere-shaped body began to change shape.

In just a few short moments, the sphere had opened up by slightly raising the top portion while simultaneously lowering its bottom half. A pitch black cockpit protruded from the center of the ship, successfully concealing the driver's identity. The previous parts of the sphere then shifted their outer casings until they resembled a bunch of linked, diagonal squares. These newly formed shapes then shifted onto either side of the cockpit and then the cases folded back in. Tails had a look of shock on his face as he realized that the vehicle had transformed into a plane.

The brown and gold aircraft flew straight at the startled fox, and Tails barely managed to evade the attack due to the mech's impressive speed. Steering the Tornado around to face his opponent, Tails had a split-second burst of panic as he noticed his opponent charging towards him once again. Tails quickly dived his plane down, just barely avoiding a head-on collision. His breath then hitched after he noticed that the aircraft was heading for him yet again.

The fox quickly flew back up and began speeding through Station Square. Tails couldn't help but look behind him and noticed that the other plane was still chasing him at an alarming speed. Whipping his head back around in fear, Tails began eyeing the controls, desperately searching for anything to help him out of the jam. Upon seeing a button marked "Boost", Tails pushed it without a second thought and drastically increased his speed. Within a few seconds, the fox was unable to see the other plane when he looked back.

The yellow pilot began trying to formulate a plan to get his assailant away from him for good. He may have been in the clear for the given moment, but based on what his opponent was able to do in the battle so far, Tails was almost certain that he would have trouble again soon enough. Despite his gifted intellect, the young fox was unable to think of anything that would actually give him an edge in the mid-air fight.

As the Mobian had predicted, his opponent was catching up. Fear building up inside him, Tails yelled, "Sonic, h-h-help me!"

It was then that the fox realized that he was all alone on this one. His brother was dealing with his own problems somewhere in the city, so Tails would have to take care of this problem by himself. Calming himself back down, the pilot racked his brain once again in an attempt to find anything that he had missed before.

At that moment, Tails heard something fly out from behind him. Whipping his head back around in curiosity, the Tornado's pilot noticed that one of his tools had flown out of the backseat due to the speed that the plane was going and had embedded itself in one of the other mech's massive wings, somewhat slowing the other aircraft down. Tails then glanced down at the backseat and was instantly reminded that he had stored any item that he deemed necessary. With one of those objects, I may just be able to stop that thing, the pilot thought.

The yellow kit quickly made sure that he would not crash his plane into anything before putting the Tornado on autopilot and checking the back seat for any item that could be useful in the current situation. After searching through his numerous gadgets, Tails came across two EMPs. He had recently made them with the purpose of rendering Eggman's badniks nonfunctional, but he was more than willing to use them against the opposing aircraft instead.

Tails held one EMP in his hand, placed the other at his side, and took the Tornado out of autopilot. The young kit now had some plan and he wanted to execute it as soon as possible. Turning the Tornado in a complete 180, the pilot sped straight towards the opposing aircraft with a determined expression ever present on his muzzle. As the two mechs looked as if they were about to collide with each other, Tails turned the Tornado so that it flipped over the brown and gold plane while simultaneously tossing the EMP onto the plane's cockpit. Not even two seconds later, the aircraft had lost its power and was sent careening into the city below.

Tails stared at the sight, allowing a wide smile to appear on his furred face at the thought of actually beating his foe. This expression was instantly replaced with panic and surprise when the Mobian realized what would happen if the mech continued its descent towards the city! Acting quickly, the vulpine sped towards the other aircraft in a desperate attempt to protect the citizens of Station Square. The young fox reached the powerless ship and caught it by activating the Tornado's built in grappling devices just in time to keep the ship from crash landing into the heavily populated streets below.

Tails breathed out in relief, glad that the catastrophe had been avoided. Now, however, he had a new problem: where was he going to put the other aircraft?

The kit looked at the surrounding area of Station Square in search of a suitable place to put his foe's flying vehicle. There was the ocean at the edge of the city, but considering how water and technology did not have the best relationship, Tails immediately dismissed that idea. For all he knew, there were a lot of electronic devices in the other mech. As bad as the other pilot was, Tails would not want anyone to experience that kind of pain. Not to mention that the combination could result in death and- Tails immediately shook those thoughts from his mind.

Scanning the area once again, the Mobian noticed that most of the street was crowded with individuals… definitely not the ideal place for a large, heavy rooftops of some of the larger buildings looked as if they could support the mech, but the pilot imagined that the owners of said buildings would not be too fond of having a dangerous machine on top of their properties. Not seeing any other possible spot for the ship at the moment, Tails flew the Tornado higher into the air- struggling all of the way due to the extra weight- to get to a better vantage point.

From his new position, Tails was able to make out a few other streets in the distance. He realized upon further inspection that one street on the outskirts of the city happened to be deserted. The Mobian quickly headed towards this street and deposited the cargo that was his adversary. Once said task was accomplished, the fox fetched his Miles Electric to let Sonic know that the threat was taken care of.

He had to cancel the call.

Tails' ears twitched at the sound of glass shattering and turned around in his seat without a second thought. His foe had broken the casing on his or her mech, and it was officially confirmed that the other pilot was not the mad scientist known as Dr. Eggman.

The figure that had emerged was tall and slim. It's body appeared to covered from head to toe in gold and brown armor. It was either that or the figure was a robot because no lifeform could possibly look the way that this figure did.

The figure's hypothetical armor had an X-shape on the helmet, with the X itself being brown while the rest of the helmet was golden in contrast. Said helmet was curved in its golden places, rounding about the wearer's head. A crescent moon was present on the armor's chestplate in gold to contrast the natural brown of the chestplate. The boots and gauntlets of the armor were completely brown, while all of the remaining areas were gold with small brown, vertical streaks that looked as if they protruded from the fully brown parts of the armor.

Tails stared at the newly revealed form of his foe in a mixture of awe and surprise. The latter expression was only magnified when the fox's adversary disappeared in a little more than a moment! Quickly scanning his surroundings in search of the other figure, Tails did not notice that the golden foe was right behind him until it was too late for the kit to avoid the heavy kick that was sent to his back. The young fox was sent flying from his seat and onto the hard pavement.

Pushing himself off of the ground and shaking his head from the unexpected pain, Tails turned to face his opponent once again only to find himself surrounded by a yellow force field. The cub soon found himself unable to move his limbs as he struggled against the yellow barrier. As he scanned the perimeter for the barrier's point of origin, Tails unsurprisingly found the border of the force field originating from the right hand of his foe. Tails was then sent spiraling across the ground once again as the gold and brown clad figure flicked its wrist.

Telekinesis and teleportation? Tails thought as he weakly peeled himself from the pavement. Those two hits had taken a toll on his physical strength. And here I was thinking Shadow was tough.

The youthful fox disbanded his thoughts as he felt a boot roughly collide with the back of his noggin. Tails skidded across the road until his head bumped against the right side of the Tornado and he instantly felt a massive headache coming on. His opponent did not give him an opportunity to shake the pain off as said adversary had teleported back over to the kit and gripped the fox's neck in between both of his gauntlets. In a deep, monotone voice that was either disguised by the helmet or that of a robot, the figure stated, "Pathetic creature. You are nothing without your tools. Now face your demise."

Tails felt his breath weaken; his foe's grip had tightened with every sentence. The cub fought to keep himself alive and started racking his throbbing brain for any possible solutions. Out of the corner of his eyes he noticed the rest of his gadgets. If he just reached his arm out far enough then he would be able to grab one and-

No! Tails thought to himself. This thing wants me to rely on my gadgets instead of on my own skills. The fox would have inwardly laughed if his windpipe was not in as much pain as it was. If that's the way you want to play this then allow me to show you what I'm truly capable of!

His vision of the verge of going black, Tails kicked upwards and made contact with his adversary's helmet. The fox's foe released its grip upon contact, but Tails could not give himself relief at the amount of oxygen that was quickly flowing back into his lungs because his opponent had quickly shaken off the blow. Tails knew that he would have to think fast and act fast if he wanted to avoid his rival's extraordinary abilities.

Drawing from his training with Sonic, Tails sped towards the other figure at a blinding speed. When the fox came close enough to his foe, he spun his tails at the enemy and managed to cut part of the armor. The fox then grabbed his enemy by one of its arms and flew up into the air by successfully spinning his tails behind him like a propellor. Once Tails perceived that he had lifted his foe high enough into the air, he let go of the armored figure before curling into himself to form a ball. In this new form, Tails sped towards his foe in a sudden burst of speed before colliding with the other and sending the figure crashing into the pavement.

Tails uncurled from his ball form and gently landed on the ground before glancing over at his foe. The brown and gold figure managed to lift itself back onto its feet and began to chuckle in its monotone voice. It seemingly looked at the yellow Mobian and said, "Now this is more like it. Give me everything you've got!"

The yellow Mobian then ran towards his opponent, tails spinning behind him to further increase his speed. Said Mobian's adversary scoffed and then charged as well. Within seconds the two figures had collided and proceeded to punch, kick- and in Tails' case tail swipe- at the other. Both fighters managed to dodge most of the other's attacks with an occasional connection being made every so often.

Despite having taken a few heavy hits from his opponent, Tails did not let his guard down in the slightest. The young fox knew that the second he did so he would be at risk of getting caught in his foe's forcefield once again. His speed was the only thing he had to prevent himself from getting stuck in that situation again, not to mention that it allowed him enough time to somewhat counter and dodge his enemy's teleportation attacks as well.

After very narrowly avoiding a kick that would have made contact with his stomach, Tails managed to send his armored adversary through the air with a kick of his own. The gold and brown figure skid across the pavement before finally colliding with its own mech. Not wasting any time, Tails curled into a ball and unleashed a spin dash, charging towards his foe at a blinding speed.

Before the two-tailed hero made contact, however, his foe had regained its footing. Upon noticing (at least that would be what one would expect from the position of the figure's helmet) Tails' technique, the figure pressed a small button on its right gauntlet before quickly positioning its right arm directly in front of it. When the yellow fox finally made contact with his adversary, he was more than surprised when he found himself rolling backwards across the ground.

The vulpine shook his head and looked at the golden clad figure. Seemingly protruding out of the figure's arm was a brown, shield-like hologram. Tails instantly put the pieces together, realizing that the figure had deflected his spin dash with the shield. Despite this mishap, the cub couldn't help but admire the technology that the other was using. Honestly, how on Mobius had he not thought of the mechanics first when- Wait. His opponent was using technology after telling him that he was nothing without his own gadgets?

The answer as to why the armored figure did this instantly clicked in the fox's adept mind, though it probably wouldn't have taken very long for anyone else to figure it out. "You've been playing me ever since this fight began!"

Tails' armored foe simply laughed in its monotone voice before stating, "It's about time you figured it out."

Tails quickly got back on his feet. The fox then grit his teeth and gave the other an angry glare.

"It doesn't matter now," the figure continued. The malevolent being (if it even was one) quickly stretched forth its hand and encompassed the young fox in the yellow forcefield again. Tails strained even harder than before in an attempt to free himself from the barrier, even though he knew that it was pointless. The armored figure slowly walked closer to him. "It's too late for you to do anything."

Tails then realized that the force field was becoming thinner as the armored figure got closer to him. Soon he was struggling to breathe. He had to do something fast. Like Sonic after he had all seven Chaos emeralds and was as hyper as Charmy Bee fast. The only problem was that he couldn't move in the slightest.

The forcefield kept closing in on the vulpine, so he started listing off every possible solution that he could think of. Just as the fox started losing oxygen, he remembered the gray bands that he always wore around his gloves. He had started experimenting with them in the previous weeks because he wanted to make them more useful. As of the moment they were simply mini voice communicators, but they did have another purpose that Tails had been trying to perfect. Right now it was just a prototype, but he did not have any other option considering the circumstances.

Really thankful that he had decided to make the bands voice activated, Tails tried his best to speak directly into the one on his left hand. His command was simple, "Activate Tornado blasters!"

The golden and brown clad figure's helmet tilted slightly to the right as if staring at the Mobian in confusion before getting blasted down the road by the Tornado. Tails was released from the forcefield and instantly placed a hand on his neck. Nearly choked to death twice within an hour? I've really got to do more defensive training with Sonic, the kitsune thought.

Pushing those thoughts to the back of his mind, Tails looked down the street to see that his adversary had landed on his or her (or its) back. If the fox was to be completely honest he had not wanted the blast to be that powerful. He guessed that he still that he had a few bugs to iron out. Oh well, at least he was free from that yellow barrier.

Speaking of that dreaded invention, Tails was going to make sure that he did not get caught in it again. The young cub quickly ran over to the Tornado and grabbed the gadgets that he should have grabbed earlier. After gathering his necessary inventions, the vulpine charged as fast his legs would allow him towards his opponent.

The golden clad figure got back on its feet but was instantly knocked backed down when it was hit by something yellow and speedy. Before the figure could even process what had hit it, even though it already knew considering that it was currently in a battle, a gold ring attached itself to the figure's armor and quickly pulled the figure towards its attacker. Tails did not give the figure any time to react as he quickly grabbed the golden ring and fired an energy ball from the cannon on his right arm.

The figure flew backwards through the air, skid across the ground until it stopped itself by planting its arm into the ground, and lifted its helmet until it was even with Tails' head. Said fox had no doubt in his mind that the figure was staring at him. Tails just stared back and said, "I'm just evening the score." He then pointed his arm cannon directly at the figure's chest. "Are you willing to keep on fighting?"

The armored figure's helmet seemingly looked back and forth between the fox and the weapon in his hand as if its wearer was weighing its options. Eventually the figure rose to its feet and stated, "You win this round, Tails, but I'll be back."

Tails had flinched when the figure had said his name, but then he realized that Eggman must have told it. "Tell Eggman to try harder next time."

The figure seemed to process that statement for a moment. It loudly laughed in response. "You really think that I have something to do with him?"

Tails' eyes got wide in response to that statement.

The figure crossed its arms. "You might want to check on those friends of yours."

Not taking his eyes off of his opponent, Tails activated the communicator on his left glove. "Sonic?"

"Tails! Where on Mobius are you?!" came the voice of the blue blur. "Egghead's bots aren't getting any weaker, buddy!"

Tails could hear the sounds of lasers firing on the other end. The kit then hesitantly said, "I'll be right there, Sonic!" before cutting the communicator off.

"Looks like you've got business to attend to," the figure said.

Tails could sense the sarcasm in the other's voice, but he paid it no mind. "I'll deal with you first."

The figure simply scoffed and teleported. Tails scanned the perimeter for his foe, but by the time he found the figure it was too late. The figure had teleported into its mech and was flying away. Apparently Tails' EMP had worn off.

The kit simply sneered and ran towards his plane so that he could go save his friends. As he started up the engine, however, he couldn't help but wonder who the figure was. And if the figure was a robot, then who created it? Was Eggman trying to trick him, or was something else going on?

The young pilot shook his head to free himself of those thoughts before flying off to save Sonic and the others from Eggman's robots.

Thanks for reading this far. This is my first Fanfiction so tell me if you enjoyed it. I will try my best to reply to as many reviews as I can. Just don't leave destructive criticism because that's not nice. Alright, have a God-blessed day everyone.