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Rotor sighed as the last of the lab's computers finished shutting down, its cold gray screen dimly reflecting back the disappointment on his face as he locked it down for the last time. It was a strange irony; for months, the simple act of shutting down the computers for the night had become routine to him, giving little thought to the act aside from making sure all files left on them were backed up and saved before powering down. Now, though, there was a distinct melancholy to the act, a feeling of emptiness as he knew it would be the last time they would ever be turned on.

Then again, things weren't as bad, back then, as they were, now; it seemed like only yesterday that the lab was abuzz in activity, the brainiacs inside - a "brain trust" he had gained permission from King Max to create - hard at work studying Eggman's tech and attempting to keep up with his advancements with defenses of their own. Comprised of himself, Miles "Tails" Prower, Sally's sentient computer Nicole, Snivley Robotnik, Sonic's uncle Charles Hedgehog, and newcomer Tommy Turtle, the Brain Trust had made significant progress in fortifying Knothole and giving its protectors the tools needed to diffuse most anything the fat bastard of an Overlander tried to throw at them. All that changed, though, through a series of unfortunate circumstances; ADAM, a sentient computer virus allied with Eggman, had been growing in power and independence for a while, eventually breaking free from Eggman's control and forming its own schemes against both sides to show up its "father". In an effort to fight against it, the 'Trust somehow managed to acquire several of the nanites it used to create its body and base, hoping a study of them would provide a way of eradicating ADAM once and for all. It proved to be a trap; in a heartbreaking series of events, ADAM managed to use the nanites to take over Tommy, and used him to attack Knothole, nearly succeeding in destroying them before the combined efforts of Tommy - fighting from the inside against ADAM's influence - and a disgruntled Eggman finally took him down, at the expense of Tommy's life.

Along the same time frame, Snivley had betrayed the Freedom Fighters to rejoin Eggman. No one knew exactly why; Snivley had never enjoyed being an underling for the fat Overlander, suffering indignity after abuse, and despite his own personal biases against the "animal" Mobians, he was fairly content to stay with them, especially since it meant he could stay close to his cousin Hope Kintobor, who had sought refuge in Knothole far longer ago than Snivley had been with them. What is known is that, shortly before his departure, he had convinced Hope to move to Station Square, a pocket community of humans that Knothole was allies with. Maybe he knew something they didn't, something about Eggman or a future attack that he didn't want himself or Hope to be caught on the wrong end of; maybe Eggman offered him a deal that he didn't want Hope to be a part of. Whatever the reason, he had left them for the enemy, taking with him all of the secrets he had learned of theirs, during his stay there.

Which, ultimately, lead to this point. With one member dead and another back with the enemy with precious intel about their technological and defense capabilities, it was the decision of Max's son, the new King Elias, to disband the Brain Trust, viewing it as too much of a security risk to keep around. To be frank, Rotor couldn't say that he faulted the decision; as hard as it was for him to admit it, these incidents had shown just how vulnerable the 'Trust was to their own curiosity and exploitation by outside forces. It took approximately two weeks to get everything in order, but now, as he looked around the empty lab, its computers and gadgets ready to be packed up and either put into storage or taken by the remaining former members of the 'Trust for their own uses, he couldn't help but feel like he failed. This was his project, his dream, a way of making himself and others useful to the Freedom Fighters and the war effort, a way of pooling their resources for a greater good and hopefully move forward into a new existence after Eggman was defeated, and now that dream was gone.

Taking one last longing look at the empty room, he left for home, deciding to leave the question of what to do with his share of the spoils tomorrow. As he shut out the light to the lab, he didn't notice the dim flickering coming from the lab's servers, or hear the faint klitter-clack of metal on stone from an unseen entity beside them...

"Good morning, Rotor. Sleep well?"

Rotor looked up from his desk as Uncle Chuck walked in, smiling cheerfully at the walrus. The two had become good friends during their time in the Brain Trust, so it was always a pleasure to see him. "Not too badly, Uncle Chuck," he replied, as friendly as he could manage, kicking himself mentally as the words slipped out of his muzzle. Of course he didn't sleep well, he knew Chuck could sense it. But if he did, the elderly hedgehog didn't show it, and Rotor, grateful for the small favor, continued his happy veneer. "What have you been up to, today?"

"Nothing much. I've been talking with Tails about some enhancements he wanted to make to the Tornado. What all do you have planned for today?"

Rotor frowned and turned back to his desk, sulkingly, refusing to say anything. As if confirming his suspicions of sensing his displeasure, Uncle Chuck placed a hand on his shoulder. "Still troubled about the Brain Trust?"

Rotor glanced at the ashen hedgehog and gave a slight smile. "No, I just had to stay up late to lock things down, is all. Speaking of, have you decided which parts from the lab you want to take?"

Chuck stared at the walrus, not believing his words, though again, not sharing his doubts, either.."...Not really, no. I was going to wait until you and Tails took your share of the spoils before getting into it, myself."

Rotor imperceptibly winced at the word "spoils", his mind thinking back to last night. That was all that was left of the Brain Trust, spoils of war, ready to be picked up and dismantled. "I don't think that's necessary, Uncle Chuck. I don't want to see you deprived of any items you might have an eye for."

Chuck nodded and squeezed Rotor's shoulder, comfortingly. "I appreciate the gesture, Rote, but I insist; I don't think I'm going to be doing much tech work, for a while, anyway."

"Yeah, neither do I..." Rotor concurred, moodily.

Chuck sighed, about to say something, but he was interrupted by a bang at Rotor's hut door as Tails rushed in, breathlessly. The scrappy young two-tailed fox seemed anxious about something as he screamed Rotor's name, running up to him in a mad fury.

Rotor turned to the fox, worriedly. "Calm down, Tails. What is it?"

"Intruder...at the labs...parts missing..." Tails huffed as he struggled to catch his breath, his body hunched over from exhaustion.

Chuck quirked an eyebrow at the young'un, oddly. "Calm down, Tails. Calm down. Take it easy and tell us what happened."

Tails nodded, taking a few moments before straightening up, his breathing returning to semi-normal. "I went to get some tools from the 'Trust labs, this morning, and I found a big box of computer parts missing."

Rotor frowned, concerned. "You sure? I checked everything at the labs thoroughly before I left, last night. Nothing was missing."

Tails nodded again, a bit more vigorous than necessary. "Yeah, I am. I think it was the one for spare and junk parts we kept for side-projects, but still..."

Rotor and Chuck looked at each other in confusion before smiling wryly at the kitsune. "Is that all?" Rotor snarked, unconvinced. "We hadn't used those parts in ages, even before the 'Trust was shut down. Someone probably came around this morning and threw them out."

Tails wasn't fooled, though. "You, Chuck and I are the only ones left with a key to the labs. If none of us took them, then who did?"

Chuck walked over to the fox and patted his shoulder, reassuringly. "Tails, don't worry about it. Even if someone else broke into the labs, those were old parts they took. If they really wanted to steal something from us, why not take the new stuff?"

Tails glanced at the floor, looking unsure of Chuck's words, but eventually nodded in agreement. "You're right, Uncle Chuck. But still, what if they come back and do decide to steal some of the more valuable stuff we have, there? What then?"

A long silence followed as they all stood there, deep in thought. Finally, Rotor broke the silence with a snap of his fingers. "I shut off the surveillance on the labs last night after I shut down. I didn't expect anyone to come by and take anything until we were ready to dismantle it, so that's my bad. I'll reactivate it later today, if it makes you feel better."

That seemed to perk the fox up. "Thanks, Rotor. You're the best."

Rotor oofed as Tails threw himself at him in a big hug, before watching the fox run out of his hut to do who knows what. He looked at Chuck, worriedly, before both of them chuckled at the fox's enthusiasm.

"Ah, to be that young again," Chuck mused. "Almost makes you envy him." He patted Rotor on the back one more time before heading out, wishing Rotor good day. Rotor, for his part, managed to keep his newly-elevated spirits up enough to do the same for the old hedgehog, before slumping back into depression after he left. First the 'Trust is dismantled, and now things are going missing in the labs? he thought, bitterly. What deity did I tick off to get such rotten luck?

The following week did nothing to improve Rotor's disposition; without the 'Trust to keep him busy, he found himself whiling away the hours being bored out of his skull. Sure, there were the occasional mission that he and Tails did together, but as a whole, his services were quite limited. Even worse, it seemed that more items were mysteriously disappearing from the 'Trust's labs. Like the first time, the stolen items were mostly junk and spare parts, but it seemed to happen quite frequently, almost every night, and despite the reactivated security network, none of the surveillance cameras or alarms caught anything suspicious. It was starting to grate on Rotor's nerves, even more so thanks to the boredom he was experiencing since the 'Trust's decommissioning, but without any leads to start an investigation, there was nothing he could really do.

The nature of the crimes was also starting to bug him; as Uncle Chuck said, none of the more valuable equipment had been taken, so whoever the thief was wasn't interested in their high-tech stuff, at least not yet. However, everyone in the 'Trust had agreed to catalog the items they wanted to keep for themselves and document their comings and going at the labs long before the thefts began, and with them having the only full access to the labs, he should've known well in advance if any of the other members had taken anything. Rotor drummed his fingers along his desktop in frustrated contemplation. He was starting to suspect Tails was right about the thief, that the stolen junk was just a way of keeping them pacified and off their trail while they schemed for the bigger items. After all, no one would think to punish someone for taking some leftover scrap and circuitry off their hands. But then again, what would the thief do with his acquisitions? Even Rotor himself, with his vast experience with cobbling together old salvage into workable devices, had to admit that he found no use for what had been missing, so what use would the thief have with them?

Growling in annoyance, Rotor got up from his desk and headed outside, his feet set on automatic as he let his mind wander. It isn't fair, he thought to himself, mopedly. Ever since Tommy died, things have gone downhill rapidly. It, the 'Trust shutting down, and now these thefts...they're all connected, somehow, like some big conspiracy. But how? Why? What purpose would it serve to add insult to injury, like this?

Initially, he intended on going straight to the Trust's Labs, but along the way his musings detoured him to the outskirts of Knothole. Before he knew it, he was face-to face with the gravestone of Tommy Turtle. It was a peaceful spot, the very spot that the turtle had sacrificed his life to stop ADAM. He felt a shiver run down his spine as he approached the tombstone, mixed emotions carrying his hand to rest on the cold, hard marble.

What would you have me do? he asked silently, staring ruefully at the gravestone. The 'Trust we both loved is gone, and now someone or something is tearing it apart bit by bit. I...I can't handle it, right now. I...I don't know what to do, how to handle this. Staring sadly, as if waiting for a response, he sighed and sat down, biting his lip sullenly. Look, Tommy, I know we've had our differences, and I know you weren't necessarily the most popular member of our group, but your insight was always welcome to me. I...I need your advice on this, now more than ever. How can I continue to go on with all of this crap falling down around my ears? I..I can't handle it.

The tombstone stood silent, giving Rotor no easy answer to his troubled thoughts. I know what you'd likely be thinking, right now; I'm one of the most brilliant minds in all of Knothole. I should be able to finagle something out of this. It's just not that simple, honestly. I...I don't think there is anything I can do with this. Yeah, I know, we've been able to come up with various things to help Knothole, before, and this shouldn't be any different. But that was then, when we were still a team. With you gone and Snivley betraying us - Yeah, Snivley Robotnik betrayed us, should've seen that one coming, I'll admit - the 'Trust isn't what it used to be...I'm not what I used to be. I...I don't think I have the fortitude for this, anymore.

Rotor blinked, as if hearing Tommy's voice in his head. Yeah, yeah, I know; 'Quit moping and get to work on something, Rote". He chuckled, sadly. If only it were that simple. Honestly, I don't think I can. I...I think I'm going to retire after this, just call it quits and leave the Freedom Fighters for good. I know I'm sounding selfish with this, but... I've done all I can to make my talents work, nowadays. They're just not good enough, anymore. You don't know how little work I've actually had to do after the 'Trust fell. I know, I'm still of use for the Freedom Fighters, but I dunno. I'm sorry, Tommy, but I think I'm through. The 'Trust, my time as a Freedom Fighter, all of it, done. There's nothing left for me to do, except maybe figure out who or what's stealing our old stuff...

He smiled thinly as something came to mind. Y'know, I remember when we first met, when I woke you up in my house the first time. You kinda startled me, burying your head in your shell like that, sorting out my files to help me get organized. I really appreciated that, even though it was a bit inconvenient, at first. I'm not blaming you, it was just different, that's all. You were always so eager to prove yourself to the group, and I appreciated that. Hell, I appreciated quite a bit of what you tried to do. I just wish there was more I could've done to repay you... He smiled and choked up a bit, a random tear sliding down his cheek. You always treated me with such respect. I dunno if it was because I was older than you or because you were my apprentice, but I liked getting the attention. It...it was nice, honestly. It made me feel wanted, even more than being on the 'Trust. He bit his lip, trying to hold back the tears. Gods, I wish you were here with me, right now. I really, really could use your help with this. If only...

Sighing at the following silence, Rotor got up and slowly walked away from the gravesite, continuing his wandering to the labs. He wasn't expecting anyone to be there, so he was surprised when, upon his arrival, he saw Sally there, scanning the doorway with Nicole. Curious, he carefully walked up to her and gently tapped her on the shoulder, getting her attention.

"Oh, hey, Rote," she said, a little startled. "Didn't expect you to show up here. What's up?"

Rotor smiled a bit thinly at the princess. "I could ask you the same thing, Sal."

Sally blushed and waved Nicole in front of his face. "Nicole told me what happened here, and I thought I could help her with the investigation."

Rotor was intrigued. "Really? Had any luck?"

Nicole chirped up, coldly. "Not so far. There's been no evidence of forced entry or other signs of an intrusion in any of the entrances. Whoever is the thief is either a member of the 'Trust or somehow got a hold of one of their keys. I suggest we talk with the other 'Trust members and see if they know anything about this."

Rotter hummed at that suggestion, but dismissed it with a shake of his head. "I don't think so. It seems pretty obvious that none of them are involved in the thefts, and if they did have their keys stolen, they haven't reported it to me."

"Perhaps the thief replaced the keys after he or she got done with them?" Nicole offered, helpfully. "We might want to check with them, regardless, to see if any items that they wanted for themselves are among the missing."

Rotor stared at the computer, blankly. She knew what was stolen, and how useless it was to anyone, let alone the former 'Trust members. It would be pointless to question them about that. Then again, he wondered to himself, not everything that was stolen was junk. I am missing a power drill I left there, and I think Tails is missing one of his screwdrivers. Maybe this is a bigger problem than it appears... "That's fair," Rotor agreed, nodding decisively. "If you don't mind, Princess, I'd like to borrow Nicole for the interrogations."

Sally was just about to say something, but Nicole interrupted her. "You well know I'm capable of talking for myself, now, and as it is my idea, I agree to go with you." As she was handed over, she raspberried at Rotor, letting him know she was just kidding with her uptight demeanor.

"At least keep me informed of what you find out," The princess requested, boldly, clearly not happy about being shown up by her own computer. "I don't want any more security leaks in our operations, even with the 'Trust gone."

Rotor nodded and pocketed Nicole in his toolbelt. "Agreed. It may be gone, but the 'Trust still has some top secrets that shouldn't fall into the wrong hands. I'll talk with you later, princess."

Despite his earlier optimism, Rotor's demeanor soon faded again with the sunlight as the day ended with yet another disappointment. No one had lost their keys, no one had their keys moved or used without their knowledge, and no one knew anything more about the thefts than was already known. Another check with the security systems at the labs confirmed this; no one used the doors, no intruders were detected, nothing but a mystery without any hope of being solved. Staying over for the night, Rotor began taking inventory of what equipment remained, trying desperately with Nicole to make sense of the thefts as he sorted through the various unfinished projects the 'Trust had going before it disbanded. With each item he cataloged, though, a wash of tears started welling up in his eyes, and he struggled to hold them back. The memories of each project hit him hard, breaking over him like a tsunami on the shore, each a constant reminder of the good times he had in the 'Trust, and his failures to keep it and its members safe.

After about 20 minutes of this, Nicole finally decided to speak up. "Rotor, are you okay? You look troubled."

Rotor blinked and looked down at the computer, a small stream of tears sliding down his face as they were batted away by his eyelids. "Yeah, it's...it's nothing, Nicole. Just thinking..." He rubbed his eyes to get the rest of the tears out of them before going back to his work, but Nicole refused to comply, knowing he was lying.

"C'mon, Rote. Something's up. It's the 'Trust, isn't it? You're letting its dissolution get to you, aren't you?"

Rotor growled, indignant, not wanting to deal with this, at the moment. "I said it's nothing, Nicole. Can we please get back to cataloging this stuff?"

The computer stood firm. "No, not until you tell me what's wrong. I can see it in your eyes. You're on the verge of tears, and it's because of the 'Trust."

The walrus gritted his teeth, tensely. He didn't want anyone to know about this, how hard the loss had been on him. He knew they couldn't understand his pain, his guilt over the incidents that caused the 'Trust to shut down, and he didn't want to burden them with it, either. But, as the seconds ticked away as they locked into a staredown, he knew Nicole would never let up until he confessed. He knew first-hand just how stubborn the little machine could be. Sighing, defeated, he shrugged and nodded. "Yeah, it is. I...I can't help it, Nicole. Ever since the King commissioned me to make the 'Trust, it's been like a second home to me, its members like a second family. I was actually able to contribute to the war beyond just repairing broken old Eggman tech and building anti-metal gas bombs. True, I wasn't out on the field, but I was just as much a part of the fight, then, than I ever was. It...it kind of felt exhilarating. And then we found Tommy and...well..."

"What about Tommy?" Nicole asked, wondering where this was going.

Rotor sighed and shook his head. "I don't think I even know, myself. At first, we were just good friends; I was perfectly willing to let him crash at my place , and when he showed interest in helping me out, it felt like I did back when I was tutoring Tails on the finer points of mechanics. I..I guess I grew the closest to him, during the 'Trust's run, because of that, and, well..."

"...And then, what?"

Rotor sighed again and took his glasses off, rubbing along the bridge of his nose. "I dunno. He was my friend, his death hit me pretty hard. All the times we spent together, all the jokes and activities we did, all the projects we worked on...now they're gone." he sniffled a little in sadness, gritting his teeth a little at the memory of Tommy's death. "And if I hadn't brought him in..."

"It wasn't your fault, Rote," Nicole interjected, comfortingly. "He made his decision, and no one could've foreseen ADAM's influence on the nanite samples we took. I don't think there would've been a way you could've kept him out of the 'Trust, anyway. He was far too intelligent and curious to not be intrigued by it."

"But if I hadn't have encouraged him..."

"He would've found a way to get in, by himself. Look, Rote," Nicole said, reassuringly, beeping in sympathy. "I know how you feel about his death. We all do, but it couldn't have been helped, and he went out as he should - a hero, trying to protect his friends. In this war, other than a full and fulfilling life, no one could ask for anything greater."

Rotor looked at the computer, tears one again filling his eyes, then turned away, whispering, "No, you don't know how I feel." Then, all of the sudden, he cleared his throat and turned back to Nicole, his visage totally changed to that of determination. "Now, if that's enough, can we get back to sorting these things?"

The silence was deafening as Nicole tried to make up her mind. She wanted to continue prying into Rotor's worries about Tommy and the 'Trust, but she knew further pushing would only drive him further into his depressive shell, so to speak. So, for the moment, she agreed and returned to the task at hand, keeping one sensor on Rotor at all times out of concern. The night dragged on as they continued sorting, the only noise echoing through the labs coming from the duo as they inventoried everything within. By the time they were done, they were able to confirm 5 boxes of junk, 12 assorted tools, and 3 sets of random computer parts were missing - nothing too bad, considering, but still alarming.

Rotor yawned as he finished, weariness showing plainly on his face. "Man, that took longer than I thought. What time is it, Nicole?"

"0230 precisely, Rotor," Nicole replied, acting just as tired despite not needing any actual rest.

"Two-Thirty already? Jeez, good thing the thief decided not to strike, tonight *yawn* or else I'd be too tired to fend him off..."

"Perhaps our presence scared him or her off?" Nicole suggested, making a noise that was her way of shrugging. "In any case, you need to get to bed, and I need to recharge my batteries. We'll be able to send Sally our report in the morning."

Rotor nodded, yawning once again. "Good idea." He picked up Nicole and put her into his belt, patting the pouch top tenderly. "G'night, sleepy-head."

"Good night to you, as well, Rotor."

Nicole came back online to the sound of a chainsaw chewing through sheet metal. Or, to what sounded like it; she had spent enough times over at Rotor's house to recognize his snoring, by now. She paid the walrus no mind as she started on her self-diagnostic for the day, her way of "freshening up". She was interrupted, though, by a loud, low moan and a harsh whisper that was barely comprehensible. "Tommy..." Setting her scanners to the bed in front of her, she observed Rotor as he slumbered...and had a most interesting dream, from the sounds and movements he was subconsciously making. Low grunts and groans emanated from his lips as he slowly, forcefully ground into his mattress, his bucking hips mesmerizing the digital being. She had seen this before, back when Sally and Sonic were still together, when they did what they called "making love". Or, as she later learned was the more colloquial term for it, "having sex". Ever since her own experience as a flesh and blood being, she had made it a habit to do research on all the facets of Mobian existence. Some disturbed her - like the process of eliminating waste they needed to do after eating - but some, like the act of reproduction and intercourse, she found intriguing.

What she didn't expect, though, was what she was witnessing; she had known about sex between a male and a female, but as she watched Rotor moan Tommy's name again and turn onto his back, revealing a massive 22-mark long, 5 and a half mark thick penis1 jutting from underneath his covers like a ghostly totem pole, she knew she was witnessing something much, much different. So this is what Rotor was talking about when he said I didn't know how he felt, she wondered to herself, in awe at the spectacle before her. As she continued scanning the walrus, a small puddle of precum started staining the tented fabric covering his crotch, causing him to groan again and hump the air, shocking Nicole with the sheer size and force of his libido. Even Sonic isn't that big when he's aroused. I wonder how he managed to hide such a thing from us, for so long.

Another moan from Rotor drew her attention away from his crotch and toward his face, a moan much different than the ones of ecstasy he was making in his sleep. She waited until Rotor was fully roused from his slumber before chiming in with a cheerful "Good morning, Rotor. Sleep well?", only to be greeted with a thunderous *thunk* as Rotor, startled, fell out of bed and onto his rump.

"Ow! Nicole!" Rotor yelled, rubbing his buttocks in pain. "What exactly are you - "

Nicole giggled in amusement. "You might want to look down before you finish that question, if I were you."

Rotor blinked at the computer before doing as he was told, blushing furiously as he came face-to-face with his own raging morning erection. Grabbing one of his pillows, he covered himself up as best he could before glaring back at her.

"Oh, don't worry, silly walrus," Nicole smirked, teasingly. "It's nothing I haven't seen before from Sonic. Though, if I may say so, he has nothing on you."

The walrus' blush grew worse as he climbed back onto his bed, shaking his head, humored. "I'm sorry you had to see that, Nicole. I didn't mean..."

"It's alright, Roter, I understand. I shouldn't have pried." Nicole paused as she thought about what to say next. "Rotor? What were you dreaming about?"

Startled at the question, Rotor stammered a little before looking back down at his phallus, his blush growing crimson as he realized what he had stammered during his slumber. "Um, I, uh..." Sighing, he sat back and removed the pillow from his groin, His hardon was raging angrily, pre leaking from the tip as a fountain as he remembered the dreams he had. "...It was Tommy. I was dreaming of me and Tommy...together."

Nicole beeped, worriedly. "You mean, intimate."

Rotor nodded, his hand idly sliding over his shaft and sheath, fondling the base as he reminisced about the dreams: hot, saucy lovemaking between him and Tommy, several positions and toys being used, cum flowing everywhere, the howls of two horny males enraptured in the throes of lust. "It wasn't much, honestly, but recently I've been having these dreams where Tommy and I, well...I guess 'get it on' is the proper term for it, isn't it? I'm sorry you had to see that, but I couldn't help it; it's like my brain keeps on drawing itself to these dreams."

Nicole hummed quietly in thought, wondering just how secretive the walrus had been about this. So he's in love with Tommy, or at least has a crush on him that transcends his death. How long has this been going on?

"I dunno when I started feeling like this toward Tommy," Rotor said, suddenly, as if reading Nicole's processors. "I do know the dreams started shortly before he died, right before he was possessed by ADAM. I...I couldn't reveal my feelings to him. I didn't want to lose his friendship, and I was pretty sure he likely wouldn't have felt the same way. But...I couldn't help it. I knew I was gay even before I was sent to Mobotropolis; my family could sense it almost as soon as I was born. I...I tried so hard to rationalize my feelings for him, to disprove I had a crush on him, but..."

Nicole shushed him gently, not needing to hear any more. "It's okay, Rote. I understand. I'm not entirely sure if he would've felt the same way that you did, but in my opinion, he wouldn't have rejected you if you had told him. He looked up to you and had great respect and admiration for you. Even if he didn't accept your advances, you two would still have been friends."

Rotor nodded, a tear welling up in his eye as he remembered Tommy's death, his erection lessening a little as the pain of his loss caught up to him. "I wish I had the chance to find out, though..."

"I know you do, but we can't help that, right now. All we can do is remember him and the good times we had with him, and try to retain those memories as best we can, even if it means we glorify his body with erotic fantasies."

Rotor glared at the computer, angrily. "Nicole! That's enough. You're not making this any easier, y'know."

Nicole beeped, apologetically. "I'm sorry, Rote. I know it's hard for you to accept, but if those dreams you're having help you keep him in your heart and mind, then I say don't fight them. You should embrace them, and in turn embrace him, and the memories of him."

Rotor quirked his mouth into a scowl, unsure of Nicole's words. He wanted to - his still rock-hard member made that obvious - but he wasn't sure it would be a good idea, especially given his own opinions of the dreams. "But what if you're wrong, Nicole? What if I'm just tainting his memory by eroticizing it? I don't want that for him."

"Rote, listen. You care about him, that much is clear. You love him and you are in love with him. What is the harm of indulging the fantasies that you had been denying yourself for months, even when he was still alive? True, we will never know whether he would have reciprocated, but if you want me to be honest, it's better than not having any good memories of him, at all. Trust me, Rote; you need to do this."

Rotor just sat there, staring at his raging erection in troubled contemplation. He had to admit, Nicole's statements did make a lot of sense, and he knew he wouldn't be able to get rid of his little "problem" without indulging in the fantasies that spawned it. He still wasn't sure about it, though; some nagging feeling in the back of his mind that this was wrong. It was true that he cared about Tommy deeply, sexually, but he also respected him as an equal, and indulging in his desires would only serve to corrupt and pervert his memory...right? Sighing in indecision, he got out of bed, glancing at Nicole as he headed toward the bathroom. "I'll think about it. Right now, I need to take a shower and get ready for our meeting with Sally."

Nicole beeped in acknowledgment. "Alright. Don't be too long, though."

Spectral-Bat pic 1

In the bath, Rotor started washing himself off, trying to ignore his hardon the best he could. It was very difficult; the talk he had with Nicole combined with the still-lingering images of the dreams he had about Tommy were keeping his cock firmly erect and throbbing, with every slight brush he made against it during his ministrations to the other parts of his body sending shockwaves through his system. Angrily, he flicked his cockhead out of the way as he started washing his chest, eliciting a moan and shudder from him. Growling, he stared at the phallus with an annoyed eye. "You aren't going to let me finish this without taking care of you, are you?"

The fleshy pole just bobbed defiantly. Sighing, he sat down at the back of the shower stall and started stroking himself, slowly. Instantly, his mind went back to the dreams, of how he imagined his relationship with Tommy would be like if they were intimate. It wasn't that hard to do; on a few occasions, he had accidentally walked in on the turtle as he was showering, snagging a glimpse of his penis before scurrying off. He never knew if Tommy knew of his indiscretion or not, but if he did, he didn't show it, and the walrus was certain to not expose the embarrassment of walking in on his most intimate moments. However, the sneak peaks did give him enough information about the size and shape of Tommy's member to be able to actively envision what it would feel like to be pounded up his buttocks with it. And boy, was it a doozie; for such a little turtle, his 14 and a half-mark long, 3 and a half inch thick dick was quite a third leg on him, and while he didn't have any visible testicles to go by, Rotor suspected his cum load was quite high, as well.

Gripping his dick tightly, the walrus started jacking himself off at a fevered pitch, imagining that massive dick of Tommy's invading his muzzle, sliding between his leathery lips, being lapped on by his soft tongue, and being shoved roughly but sensually down his throat in a passionate fervor. As his vision blurred and his attention lapsed from the erotic visions, he instinctively ducked down to lap and suckle at his cocktip, the sensation heightening his pleasure as he envisioned his own cock as Tommy's in his mouth. The feeling was intense; he usually didn't suck himself off during his masturbatory sessions, even to his more erotic fantasies, but now, as he imagined Tommy thrusting deeper into his throat, he sucked his cock in deeper within his maw, almost choking on his own girth as he struggled to keep the pace of his ministrations to that of his fantasies.

His dreams then changed; now, instead of fucking his face, Tommy had moved to his ass, his long, hard phallus prodding his naturally-wide tailhole in an attempt to enter. To his surprise, the walrus refused to cease fellating himself as he reached above him, pulling down a large bottle of fur shampoo from its wall holster and placing it against his tailhole for real. He moaned around his own phallus as he pressed the bottle into his rectum, imagining Tommy doing the same thing with his penis. The bottle, easily half as long as his dick and just as thick, still slid easily into his anus, the feeling of the bottle stimulating his inner walls mimicking the stimulation he was receiving in his mind as Tommy thrust his shaft deep into him. Bobbing his head further onto his cock, both he and Tommy began pistoning in his tailhole, the dual excitements of the fantasy and reality coming together in a symphony of self-pleasure.

Alas, such pleasures are fleeting, and not long after he started fucking himself with the bottle, he felt his orgasm drew close. Pulling out the bottle as to not crush it inside him, he continued to suck and lick along his cock, imagining Tommy finishing his own ministrations on his cock back inside his mouth, until with a final thrust, both Tommy's image and his cock exploded in a white, creamy torrent. The thick stream spurted down his gullet as he milked both the fantasy Tommy and himself dry, their orgasms lasting for several minutes, much too long and hard to keep it contained within his mouth, the cum dribbling down his chin and onto his chest and belly. It was an intense climax, one that he hadn't had for quite a while, but also one that he would never forget. Man, if that's how I get off when dreaming of Tommy, Rotor mused, breathlessly, then maybe Nicole is right about embracing these fantasies...

Moaning groggily, Rotor slipped his cock from his mouth and stood up, undoing the top of the bottle and squirting a generous dollop of soap onto his paw. Standing up, he replaced the bottle and began sudsing himself up, working everywhere that the cum had leaked onto, paying careful attention to his anus. It took another 15 minutes, but finally the last of the semen on his body was washed off and down the drain. He switched off the shower and switched on the built-in air dryer, bow-drying his fur to a healthy sheen before stepping out and back into his bedroom.

What he found, though, wasn't what he expected.

There, in his doorway, was Chuck, Sally, and Tails, all with worried looks on their faces. Nicole was back in Sally's belt pouch, as silent as the rest as they stared at him. "Rotor," Sally said, her voice quivering. "We've got a problem..."

Spectral-Bat Pic 2

The lab was a mess; tables overturned, papers scattered, computers ripped out of the walls, parts and tools thrown everywhere. It looked like a bull had rampaged through it, the devastation was so widespread. Outside, the door leading in had been wrenched open, as if the thief had brought a battering ram to gain entry. And to top off the destruction, the security systems were all shot, rendered useless by a power surge. As it was explained to Rotor, the damage was done sometime after he and Nicole had left, and was found by Tails as he went in to get some of the equipment he had claimed for his projects. After a brief scan, Nicole was able to confirm that, out of the remaining items that had been left from the last burglary, 7 computer terminals, 6 cases of machinery and 3 dozen tools were all missing. The evidence was clear: The criminal knew they were on to him, and messed up the lab either as a rush job due to the lateness of the hour Rotor and Nicole had left the lab, or out of warning of what he would do to anyone who tried to interfere.

"Who could do this?" Rotor mumbled to himself, in frightened awe at the carnage before him. "What kind of monster would cause something like this without reason?"

"It gets worse, I'm afraid," Sally deadpanned, clearly upset over this turn of events. "We're getting reports of activity with the nanite city that ADAM controlled coming back online. Right now, only a small fraction of the city's functions are active, but if it continues, we may need to prepare for another assault."

ADAM? Again?! Rotor thought, paralyzed in fear over what he just heard. He knew first-hand the wrath of the living computer virus, and the destructive power his nanites had. If his city was coming back to life after all these months... "That can't be a coincidence, can it? The city reactivating parallel to the thefts. They've got to be connected."

Sally shrugged, hugging herself tight in fear. "We don't know; right now, other than starting back up, nothing seems to be happening with the nanites. It's possible the things that were stolen could be used to repair them..."

"It's more than just a possibility, princess," Rotor spat, panicking. "You saw what the 'Trust's tinkering with those nanites could do. If the city's reactivating, then that means ADAM is still around, and he's using our tech to do it."

Chuck came up behind Sally and put his hands on her shoulders, reassuringly. "Rotor, we don't know what's going on. It could be Adam, it could be an unforeseen subprocessing failsafe built into the nanites to - "

Rotor shook his head, determinedly. "No, this is ADAM, I'm sure of it. We should've known he wouldn't have gone away, so easily."

"Rotor, calm down!" Charles ordered, stopping the walrus in his tracks. "We need more evidence to be sure. We're well aware of ADAM's capabilities, but without solid proof, we're just acting on instinct. We have to do further research into these thefts to make sure."

Rotor wanted to protest, to tell them that further research wasn't necessary, and that the writing was on the wall, but he knew they were right; right now, ADAM's return was mere speculation on their part, and while he was sure they'd be preparing for such an eventuality, they weren't going to blindly trust that that was what was happening, either. "Alright, we'll do it your way. I just hope it doesn't come back to bite us in the butt, later..."

Ans with that, they split up, tackling the task of cleaning up and inventorying everything in the lab in separate chunks. It took all day, and every now and then, Sally and Chuck would glance over to Rotor, worringly. He could feel their glances burning into him, and he knew what they were thinking; with his close connection to Tommy, they were concerned that he was too close to the situation to trust not to fly off the handle and do something stupid if and when a connection between the thefts and ADAM turned up, even given his normally cool and dispassionate demeanor. And he had to admit, he couldn't blame them; he was too close to the situation, too close to one of ADAM's victims to reliably trust himself with the duties of keeping a cool head during their investigations. He thought about distancing himself from the problem, asking the Princess for permission to detach himself from their examination as to not taint the results. No, that's how I lost the 'Trust, and how I lost Tommy, because I didn't act when I needed to. Now is when my skills are needed the most, and I can't let everyone down on this.

As the others finished up their part of the cleanup and started to head home, Rotor offered to stay behind to work on repairing the surveillance, wanting to try and reinforce it for the next time the thief decided to show up. Sally, concerned over Rotor's recent outburst, tried to talk him out of it, or at least allow Tails or Chuck to stay with him to keep him company, but Rotor refused. "If anything, I should try to get this system back up, so our efforts today won't be in vain," he said, stubbornly. Finally, Sally relented and allowed him to stay alone, telling him not to stay up past midnight, due to some meeting she was going to have with the other Freedom Fighters and the King about the thefts.

As he studied the damage to the security systems, the walrus realized just how big of a task he had put on himself; all of the sensor network had been fried, and the cameras were all smashed, like the thief knew how to disable them cleanly and efficiently. It made him wonder just who it was that was stealing from them, and how they knew what to steal and how to get in and out without being detected. The other former 'Trust members knew of anything, and he knew that no one else had consistent access to the lab to do this kind of damage. Then again, he mused, suspiciously, this time they didn't even bother with the subtlety of a simple break-in. This is more like a mugging than a simple burglary.

Suddenly, a sound from behind him drew his attention away from his task, an odd *click clack* of metal on metal that signaled... something crawling around inside the lab. Another *click clack*, this time coming from a terminal nearer and to the left of him; another, closer still and to the right. Each sound separated by an almost imperceptible buzz, like static on a muted monitor. Whatever it was, it was obviously coming after him, and he didn't like it. Taking out a cordless drill from his belt, Rotor twirled it around a few times like a cowboy with his gun, causing the tool to grow and shift into a rather sizable mini-blaster rifle. The "Party Hardy Quadra Sonic Rock 'N' Roller Mk.2", as he called it, a redesign of the original handheld mega-cannon he had originally designed during the front end of the war against the original Robotnik, this one modified to grow and shrink into different types of guns to fit the situation, depending on the number of rotations he applied to it. He held the weapon at the ready as he tentatively tiptoed toward the metallic sound, ready for anything.

What he found didn't seem like much, certainly not what he needed his Rock 'N' Roller for: a miniature beetle, metallic silver and gold in color, robotic in look, flying from terminal to terminal toward the security system mainframe. Rotor seemed almost amused as he looked at the insect, curiously, tracing its path as it fluttered onto his nose. Unfortunately, by the time he realized what was going on, it was already too late; several other bugs started swarming in, through the vents, hundreds of mechanical critters crawling all over the terminals and along the walls. In fear, Rotor slapped away the bug on his nose and started shooting the swarm, blowing holes into the writhing mass. However, too his horror, the smoke that erupted from each blast began to reform into larger, more menacing beetles that held back to attack the terminals while the smaller insects continued their rampage. Holy...! Nanites?! Oh, not good, not good at all. This proves ADAM's involved in the thefts. I've got to warn the others.

Before he could, though, another bug, this one bigger than the one that landed on his nose, slammed into his chest and knocked him down, pinning him onto his back with its weight. Struggling in vain, he attempted to lift his gun up to shoot the creature, but the thing knocked it away, sending the Rock 'N' Roller spinning off into the crowd of bugs and out of reach. Grunting Rotor threw a wild punch at the insect, denting its shell a little, but the nanites that made it up repaired the damage. As he stared, helplessly, into the monster's beady eyes, its head shapeshifted into that of a female lynx. The image startled him. "Ni...Nicole? What in the...?" He didn't finish his statement when the insect blased him with a strong but not fatal jolt of electricity, knocking him out. The last thing he heard before he passed out was Nicole's voice, garbled and almost indistinct, saying "I'm sorry, Rote, but this is the only way..."

Pain. A flash of light. The sound of a harsh, metallic voice cackling through the darkness. The nightmare of ADAM's invasion rocked through Rotor's mind as he struggled for consciousness. His mind replayed the horror again and again, a vicious, deadly assault from the living computer virus, the terrifying vision of Tommy flying up to be obliterated by Eggman's fleet, after being used by ADAM to devastate his friends. It was his worst nightmare come to life, and it was being replayed over and over again in the deepest recesses of his mind. He cried out in fear, screaming Tommy's name as he watched his best friend and possible lover sacrifice himself to end the threat of ADAM, once and for all,

"- tor. Rotor! Are you there? Wake up, Rotor!"

Another scream, and Rotor snapped back to consciousness, looking around as he noticed Sally, Tails, and Chuck standing around him, concerned looks on their faces. As his vision returned, he noticed he was still in the lab, though it was much more empty than it was before the nanite invasion. It didn't seem like there was much damage done, this time, but there were definitely a lot more things stolen this time.

Chuck sighed in relief as Rotor came around, easing him up to a sitting position as Sally confirmed he was alright. "Thank the gods you're alright, Rotor. When you didn't come home, we got worried about you."

Rotor groaned and rubbed the back of his neck, painfully. "Ugh, bugs...Nicole...ADAM..."

"Don't try to talk, Rote," Sally said, gently. "You took quite a nasty shock."

"Yeah. What were you screaming about?" Tails questioned, cautiously, handing him his Rock 'N' Roller; fortunately, and perpexingly, it wasn't consumed by the insects during their invasion. "It sounded to be pretty bad."

Rotor shook his head and groaned. "It's nothing. Just an old nightmare. I know who the thief is."

Sally nodded, a look of dread on her face. "We know. ADAM. He invaded the Technolotree last night and infected it with some of the nanites he used before. They're transferring the satellite link from it to the nanite city."

That caught Rotor off-guard. "What?! What about Nicole? Is she alright?"

"Nicole? What does she have to do with this?"

Rotor sighed and rubbed his head again. "I got attacked by a series of nanite beetles. Before I got shocked, one of them shapeshifted into the likeness of Nicole. I'm convinced she somehow got infected by ADAM, again, and is how he's getting into the Labs."

Sally hummed in worry. "That might be. Somehow, she's nowhere in her computer. You don't think ADAM transferred her to the city and is keeping her captive, do you?

"I wouldn't put it past him. He's done it before." Rotor grunted as he stood up, steadying himself against Tails and Chuck as he struggled to stay upright. "We have to warn the King and the other Freedom Fighters about this. If ADAM has both the 'Trust's tech and the connection from the Technolotree, he could easily undermine our entire organization."

"We already warned the king, Rote," Tails said, struggling under Rotor's weight as he tried to support him. "He just told us to wait and see what ADAM planned to do. He wasn't convinced we had enough evidence to make any plans against ADAM, and wanted us to keep investigating."

Rotor gritted his teeth at the news. "Damnit - um, pardon my language - but this is intolerable. I can't believe he wants us to wait with something this important. Can't he see the danger we're in?" He growled in frustration straightening up as his bearings were recovered. "What are the Freedom Fighters going to do about it?"

"We're not sure, honestly," Sally said, disheartened. "We know the danger ADAM presents, especially with the equipment and intel he has, but we don't have any way of defeating him in our current state. We don't want to lose anyone else, and without the Chaos Emeralds or Nicole to help us, we just don't have any way of defeating him, right now."

"So, you mean, we're just going to stand here and do nothing?"

"No, I didn't say that. We're looking into ways of shutting down the Technolotree to sever his connection to it, and I've already ordered Dr. Quack to look into a way of inoculating us from the nanites, but right now, we don't have many options available to us."

Rotor frowned, decidedly not happy about the news. "No, we can't do that. We have to find a way of taking him down one way or another. I won't lose anyone else I care about to that monster." And with that, he stormed off, holstering the Rock 'N' Roller as he headed to his personal workstation.

Rotor mumbled to himself as he worked on his computer, typing out streams of code at a rapid pace, his eyes straining through his glasses in stern determination. He knew Sally and the others had been trying to contact him all afternoon, but he couldn't be bothered to answer. As a virus, ADAM was dangerous with his newfound tech, but as a virus, he was also vulnerable to counter-programs that could be used against him. Rotor, having studied Nicole's purgings of ADAM's code from her systems shortly after the creature's destruction, had already decided to program that into a sort of firewall that would evict ADAM from Nicole and the nanite city. He just hoped it would be enough.

As soon as he finished the firewall, however, a beeping from his computer signaled an incoming e-mail caught his attention. Saving the firewall to disk, he opened the e-mail, which had no forwarding address or name attached, and read it in shock.

"Dear Rotor, Come to the nanite city at midnight. Tell no one, and make sure no one follows you. Bring your toys and tool kit. I will be waiting."

The letter disturbed Rotor greatly. Obviously, it was a trap, likely set by ADAM to draw him out, but what he was confused about was the mention of him bringing his "toys". Did it mean his sex toys? If so, why would he be ordered to bring them? And how would ADAM know about them? Rotor glanced at his bedroom with a queried eye; it was true that he had made quite a few toys in the past, several artificial phalli, pumps, and other devices of sexual stimulation over the years, and had used each and every one of them. But if those were the kinds of toys mentioned in the letter, it made him curious just what ADAM had in store for him at the city. Grabbing the disk, he got up and went into his bedroom, determined to get to the bottom of this mystery.

Midnight rolled around, and Rotor arrived at the nanite city in his jeep, staring daggers at the dark towers and foreboding skyscrapers that made it up. He knew precisely the kind of place the city was, the kind of memories it held for him, and he didn't like it. If this was a trap set by ADAM, it was the worst place in all of Mobius for him to be forced to spring it at. It was the place that the virus built to prove his worth to his "father" Eggman, the place that nearly claimed the Wolf Pack Freedom Fighters, and the place that did claim Tommy's life and almost claimed his and his friends'. With a scowl of disgust, he took the disk and the Rock 'N' Roller out of their holding places and slipped the former into a slot in the latter, hearing a dull whine as the disk booted up within the gun, installing the firewall into its power supply so it could fire it as a disrupter beam at any nanite creatures that tried to attack him. Well, then, he thought to himself, steeling his nerves as he drove into the city limits. Here goes nothing...

The trip into the city was surprisingly uneventful; nothing attacked him, nothing came out to spook him. Nothing but a long series of lights along the city streets directing him deeper and deeper into its center. Rotor didn't like this; if Adam was behind this, why was he leading him into his lair, instead of trying to kill him off as soon as he entered the city's outskirts. Even more bizarrely, the further into the city he drove, the less threatening and more comforting the city became, almost as if ADAM was changing the city into something else entirely.

Rotor stopped his jeep at the steps of the city's central building. It looked...familiar to him, for some reason. Almost as if he had been there several times before. It certainly looked older than the other buildings; a large, stone church, domed with several battlements, bearing few technological advancements on it. The arrows that had led him there now led up the steps to the front door, urging him inward. Bracing himself for the worst, he stepped out of the vehicle, grabbed a large satchel from the back that contained a few choice sex toys and his tool kit, and followed the arrows in.

Inside, Rotor became awestruck at what he saw; insteadd of harsh, metallic walls and savage machinery, he saw a perfect recreation of Castle Acorn's interior, right down to the busts and banners. So that's why it looked so familiar from the outside, Rotor commented, silently. But why? What purpose would having an exact recreation of the castle in the middle of the nanite city serve? What kind of game is ADAM playing, here?

As if in response, Nicole's voice echoed through the halls, cheerfully. "Welcome, Rotor. Sorry about the deception, but I hope you can appreciate why I had to keep this a secret."

Rotor looked around, trying to find the source of the voice. "Nicole? Where are you? What happened to ADAM?"

Nicole gasped a little in confusion, before chuckling at the walrus' naiveté. "ADAM? Is that who you thought was behind this?" She sighed and showed herself to the walrus, the air crackling as a holographic image of her lynx form appeared out of the ether. "As you can see, I'm perfectly all right, not a slave to that stupid computer virus or anything."

Rotor just stared at the hologram in befuddlement. "What's going on here, Nicole? Why..." He silenced himself as revelation dawned on him. "You're the thief? But why? What're you doing, here?"

Nicole's face grew somber as she turned away. "I'm...I'm sorry I had to keep this all a secret to you. And I'm sorry I worried you and the other Freedom Fighters so much. I didn't mean to scare you, but as you can see, ADAM has nothing to do with any of this."

"But why make it look like he was? Why the thefts and assaults?"

Nicole ducked her head down, ashamed. "I didn't mean for it to go that far. You see, this was supposed to be my surprise for everyone in Knothole, as a thank-you for all they've given me. Ever since ADAM was defeated, I knew I couldn't let the city go to waste, and with his programming wiped from the nanites, I had the perfect opportunity to take control of them and shape them as I saw fit. But a lot of them were damaged, and needed to be repaired, which is why I stole those items from the 'Trust's labs."

Rotor nodded, still not fully comprehending. "But why did you get so violent with your thefts, as of late? You practically destroyed all of the rest of our equipment and kept you from doing... whatever you're doing, here."

"I'm sorry for that. Usually, I was able to keep control of the nanites I used to take the equipment, but during the night we were doing inventory, I couldn't risk being discovered, so I set them to automatic. I never expected them to be so ruthless in their acquisition of the materials I needed. As for the attack on you...I'm sorry, Rote, but I didn't know you were going to be there, last night. I couldn't risk you finding out, so I had to knock you out."

Rotor, overwhelmed with what he was just told, fell backward onto his butt, his satchel falling off his shoulder and spilling its contents across the castle floor. This, he didn't expect at all. He wasn't even sure how to respond to any of this. "So, what, you decided to let me in on your pet project as a way of apologizing? Is that why you sent me that e-mail?"

Nicole nodded, holographic tears forming in her eyes. "I'm sorry. I'm so sorry I scared you like I did. I just wanted to make this city beautiful for you and the rest of Knothole..." She broke down, just then, dropping to her knees in genuine sorrow.

Surprised at her sudden display of emotion, Rotor got onto his knees and carefully crawled toward Nicole, reaching out to hug her close before pulling back, remembering the insubstantiality of the hologram. "Nicole, it's alright. I understand you wanted to have this be a big surprise for everyone, but you shouldn't have risked so much and scared us so badly with this stunt. What exactly are you trying to make, anyway?"

Nicole, without turning, waved a hand to her side, calling up a hologram of a very familiar, very beautiful city: that of Mobotropolis, during its glory days, before the war ravaged it and Robotnik turned it into a fortress of evil. "It was going to be a new home for us, a new sanctuary. A...new Mobotropolis, so to speak. I hoped to have had it done within the end of the month, which is why I needed so much equipment. If I had any other way of getting this project up and running, believe me, I would have taken it. Now, though...I don't think it's worth it, not if it's going to hurt the people I care about."

"...Nicole," Rotor whispered, unsure of what to say. "You shouldn't have gone about this as you did... but I know that, when you're done here, everyone will appreciate the effort you put into it. I'm...I'm just not sure how I'm going to explain all of this to Sally and the others; the thefts and attacks, I mean..."

Ending 1:

"Why don't you tell them the truth, w-w-walrus. I'm sure they'd be thrilled to hear that their own trusted computer is a traitor..."

Rotor looked in horror as Nicole's image scrambled into static, only to be replaced by a hulking mass of nanites emerging from the ground. The mound formed itself into a large, metallic skull, with Nicole trapped within its blood-red eyes. The creature was unfamiliar to Rotor, but its voice was unmistakable.

ADAM was back.

"Thanks for the pi-pick-me-up, my dear," the skull growled, harshly, cackling madly at its own joke. "You're proving qui-qui-quite feisty, but I'm glad I managed to catch wind of your plan before I was fully recovered. Made my task much, much easier."

Rotor snarled as he grabbed his weapon, aiming it at the skull in front of him. "So I was right. What did you do to Nicole, you fiend?"

The monstrosity laughed again, looking quite nonchalant considering the circumstances, though its stilted voice and the occasional jitter of its structure revealed it wasn't quite up to snuff as it seemed. "Her? Nothing that you need concern yourself about. Sh-she - or I should say, I - wasn't kidding when I said she was trying to make my glo-glo-glorious city into a new Mobotropolis. I was quite surprised when I found out about the plan, and had she decided not to go along with it, I might have taken longer to recover from what she and that bastard of a bo-boyfriend you call Tommy did to me."

Rotor snarled as he tried to pull the trigger on the Rock 'N' Roller, but found it knocked from his hand by a nanite tentacle from behind, which automatically wrapped itself around his arm, holding it in place. Other tentacles sprung up below him, entwining themselves around his other limbs and belly, close enough to his nether regions to be very, very uncomfortable for him. "How did you survive that, anyway? We thought we got rid of you when Tommy blew himself up with you."

"Oh, he did, trust me," the skull smirked. "But you know us viruses, we're notoriously hard to get rid of from a system once we em- embed ourselves in. Buh-but let's get to the r-re-real question you wanna ask: Wh-whose plan was it to re-rebuild my city and steal your pre-precious Brain Trust tech? I think It's qui-quite obvious: she was, indeed, the originator of that plan, but once she repa-pa-paired enough of my nanaite's systems, I managed to ta-take control of the bugs she utilized for her the-the-thefts briefly for my own purposes. She had no-no-no control over them when you were att-tt-ttacked, or the night before, though just before I was to fi-fi-finish you, my connection cut out, and that bi-bi-bitch took control back over from me. Not that I would've let you go tha-tha-that easily."

"What do you mean?"

The skull grinned in sadistic glee. "Aren't you wo-wondering why you were asked to bring your toys with your tool kit he-he-here? Well, your dear little Nicole had a special plan wai-waiting for you, but I decided to use it to my advantage. You see, I learned just how powerful I can be with a ho-ho-host body from my time in your boyfriend, and I'm pla-pla-planning on regaining that power. And who better to grant me that po-power than the one he lusted after so much as an apprentice?"

Rotor blinked in shock, more from the sick plan the virus had than the revelation he gave of Tommy's feelings for him. "Stop it, you creep! What are you talking about?"

ADAM grinned wickedly as his skull form melted into the floor, before reforming before Rotor's eyes into a familiar - and frightening - image: that of Tommy Turtle, as he appeared when ADAM had taken him over. This time, however, it was even more perverse than before; jutting from the facsimile's crotch was a perfect replica of Tommy's penis, though studded with several spiked bands. The four spikes that came out of its back were also more phallic in shape, though still just as deadly and razor-sharp as before. The caricature smirked evilly as it waltzed toward Rotor, stroking its metallic penis in perverted anticipation. "You don't know? I can smell the arousal from your filthy fleshy body; even now, through your fear, you can't help but be turned on by the sight of your old crush, and while Nicole here only found out about it through his diaries, I know first-hand that he shared those feelings with you. And, since my nanites need some body fluids to bond with before I can properly possess someone, what better way to kill two birds with one stone than to humiliate you while I infect you?"

Rotor's eyes went wide as ADAM advanced on him, struggling harder to escape the lascivious virus's tentacles. "You won't get away with this, you sick, twisted freak of computer science! You won't use me for your schemes, and you won't taint the memory of Tommy with it, either!"

ADAM cackled madly as he drew close, the spikes from his back closing in around Rotor's frame like a spider trapping a caught fly in its web. "Oh, I doubt that very much, walrus. How about this? If you stop fighting, I can guarantee this transition will go a lot smoother and painless than it can be..." It pressed its body against Rotor's, its spiky phallus rubbing itself between the walrus's thighs and rumpcheeks, sending a curious but sickening mixure of pain and pleasure up his spine. Despite his best efforts, Rotor's cock began to emerge from his sheath, growing harder at the demented ministrations of the monster with Tommy's face. This was definitely not the kind of fantasies about the turtle he wanted to indulge in, yet his body was being assaulted by a double whammy of two of his greatest fetishes: the fantasies about Tommy and his love for machines and mechanical sex toys. He could practically guess what Nicole had planned for him, before ADAM took over; a chance to consummate his love for Tommy with a replica programmed with Tommy's own feelings and dreams about him. But now that gift had turned perverse, unnatural, a twisted mirror image of what it was supposed to be. And he had no way of fighting back against it.

No! Rotor thought, defiantly. I can't let it end like this. Nicole... Tommy... everyone is counting on me to take this guy down. I can't... I can't let this guy take me... Growling in defiance, Rotor turned away from his captor's advances, disgusted. "Wait, if you really want to take me, then why don't you do it right?"

That made ADAM stopped in his tracks. "Hmm, I see. Yes, I seem to recall Tommy talking about that peculiar toy fetish of yours. It's amazing what you can learn about a person by going through their personal items." Despite himself, Rotor blushed, realizing just how much more Tommy knew about him than he knew about Tommy. Stepping back, ADAM glanced over to the satchel and the toys and tools scattered from it, quirking a metallic eyebrow in humored interest. Along with the Rock 'N' Roller, a series of large phallic items, big enough to put most any Mobian to shame, of all different shapes and textures, all made in stunningly brilliant steel. Beside them, a brown tool pouch full of different tools, from screwdrivers and wrenches to power drills and analysis devices. "I see you came prepared, as Nicole had ordered you to do. Good. I was expecting as such. Now, which toy do you want me to start off with, first?"

Rotor glanced at the toys, nervously. He had to figure out a way of distracting ADAM long enough to reach the Rock 'N' Roller. Maybe I can trick him into bringing it to me? ...No, he's glitched, not stupid. Even if he doesn't know about the firewall installed on it, he'd never willingly give me a weapon to use against him. Scanning through the toys he had, he spotted a particularly long double dildo he crafted in a fit of horniness. It was 54 and a half marks long, 5 andd a half marks wide, made of flexible metal links, and had a vibrating feature within. He didn't know why he made it, at the time, especially since he could barely fit half of it in, but now he realized that he had wanted to use it with Tommy. I wonder...

"So, walrus," ADAM snarled, gleefully. "Choose your poison."

Rotor sighed, hoping this plan would work. "I choose the double dildo on the far right."

ADAM hummed in curiosity. "Interesting choice. Even your bulky frame wouldn't be able to take it all. Why that one?"

"Please, if you know everything there is to know about my and Tommy's sexuality," Rotor smirked, "then you'd know what that would be used for."

ADAM stared at the walrus, doubtfully. "You want us to... Well, I never expected you to be that kinky, walrus. Though, I suppose, if anything, I should be grateful you have such a passion for the superior mechanical form, albeit in a bizarrely affectionate way." he sighed, walking over to the satchel and picking up the toy in question. "Very well, if that's what you wish. But I swear to you, make any attempt to escape when my back is turned, and so help me..."

"As if I could, you sadist," Rotor grumbled, bitterly.

As ADAM walked back over to him with the toy, he commanded the tentacles holding him firm to drop him to the ground onto his hands and knees, shackling him to the floor with legs spread wide. Crouching down, the virus in Tommy's body prodded Rotor's tailhole with a finger, using the nanites that made up its body as a sort of lubricant to slicken up his back passage, eliciting a reflexive moan from the walrus. It took a few minutes, but once his anus was fully lubed with nanofluid, ADAM placed one end of the dildo against Rotor's wet anal ring and pushed, the phallus sliding easily into his naturally wide passage. Despite the circumstances, Rotor gasped as his cock jumped to full attention outside his sheath. He couldn't believe he was getting off on all of this, especially given who was administering the pleasure, but it felt so good, far better than what he figured ADAM's own phallus would feel like. He just hoped the virus could feel pleasure through the nanites, and if so, if he'll be distracted long enough from it to let him do what he needed.

Crawling behind the walrus, ADAM placed his ass against the other end of the double dildo, hissing in new sensations as he impaled himself onto the metal phallus. He had experienced such pleasure during his bonding with Tommy, and like Nicole, found it to be an addictive experience, easily one of the better aspects of organic life he had ever found. He knew, once he repaired himself fully and regained the power he once had when Tommy was his host, he'd enjoy using this sensation to control those under his thrall. Slowly, he began bucking his hips, pistoning the dildo in and out of his and Rotor's anuses, forcing them both to get pounded by the long metal shaft in a cacophony of moans, groans, and hisses.

Rotor tried desperately to keep his focus, despite the pleasure running through his inner walls. To his relief, it seemed that ADAM was experiencing just as much pleasure as he was, at the moment. However, it wasn't enough to fully distract the virus from any movement he would've made besides random humping. It wasn't until ADAM groaned Rotor's name in a manner similar to how he imagined Tommy doing that he got an idea. ADAM's using Tommy's body, his memories, his senses to toy with me. Maybe I can turn that back on him... Bracing himself, he started rocking harder into the toy, his cock bouncing and leaking like mad as he purposefully moaned Tommy's name, begging for more.

ADAM, almost too caught up in his own pleasure to notice, whispered Rotor's name again, instinctively, clawed fingers digging trenches into the floor as he continued to rock back and forth on the dildo. "Oh, Rote, you have such skills with your toys. I can't wait to help you play around with all of them..."

Rotor gasped in delight, knowing he was getting close, to both orgasming and breaking ADAM's concentration. Gritting his teeth, he continued to push harder onto the dildo, crying out Tommy's name again, trying to hold back as long as he could. ADAM, not being experienced with sex as Rotor was, was faltering in his control, calling him "Rote" instead of "walrus" and panting harder and faster as his own artificial climax neared. After a few more moments, Rotor was confident enough in the virus' diversion to go for phase two. Whimpering in pained pleasure, he slowly lifted one of his arms and strained against his shackles to reach his penis.

As he expected, ADAM caught this instantly. "What...what are you doing?"

Rotor whimpered again and tried again to reach his cock, struggling against his bonds. "Please, Tommy, I need to cum so bad... let me cum, please..."

ADAM glanced back, unsure, but finally nodded. "I need to cum, too. If I let you go, I need you to help me finish each other off. No tricks..."

Rotor nodded and smiled, wiggling his rump gleefully. "I promise, no tricks, but please, hurry up! I'm about to blow, here!"

Satisfied for the moment, ADAM nodded back and released Rotor. Instantly, he regretted it as Rotor, now free, reached back and grabbed the virus' cock, using it as leverage to flip them onto their backs. However, instead of an attack, ADAM was shocked to see Rotor grab his own cock with his other hand, tilting them up until they touched, before gripping both cocks to rub them against each other. The feeling was intense for both parties as they frotted each other to orgasm, their orgasms peaking within a few seconds of Rotor's ministrations. Vast amounts of cum and nanofluid spurted like a firehose from the walrus and virus' penises, washing over both flesh and metal as they bathed in the warm and cool wetness of their dual ecstasies.

ADAM couldn't believe the sensations he was feeling; he had first noticed the experience of sex from Tommy shortly after the turtle was possessed by the nanites that he would eventually inhabit. Of course, it wasn't truly him; his main program was still within Eggman's computer, but he had access to their functions ever since they were separated from the city and confiscated by the Freedom Fighters. It was a week connection, but it was enough for him to take a glimpse into Tommy's life since he merged with them - that is how he knew he needed body fluids to fully infect the nanites with an organic host. He had a complete record of all of Tommy's sexual escapades since then, but it was only after he fully downloaded himself into Tommy's nanites that he actually felt the sensations of what it was like to be flesh and blood. He craved it, he wanted more...and it only served to further infuriate him that Eggman didn't seem to like him as much as Mecha; she got the body, he only got a line of code and the emptiness of cyberspace. Not that he minded the power of being able to control any and all mechanical systems he's able to infect, but if this was what it was like to have a body, then he hated his "father" for not giving him one. Now that he was living the life, covered in his own pseudo-semen mixed with that of Rotor's real-life fluids, it was more than he could bear.

The duo sat there, exhausted, their orgasms ebbing as they looked at each other with smiles on their faces. Seeing his shot, Rotor got on his knees and leaned into Adam's chest, planting a long, wet French kiss on the virus' lips. ADAM, too stunned to do anything, allowed his tongue to intertwine with the walrus' as they made out, the spines on the virus' turtle cock retracting until they were as smooth and perfect as Tommy's was. At that point, Rotor knew he had him; reaching down, he fondled the base of ADAM's prick, gently, before bringing his knee up to smash into his groin. At the same time, he headbutted ADAM hard before lifting him up and throwing him away, turning and running to the Rock 'N' Roller. The pain he felt from the attack engulfed ADAM's entire being, freezing him in agonizing place just long enough for Rotor to grab the weapon and aim it at him, twirling it around enough times to set the thing on its maximum setting. With a spat of "'Scuse the expression, but never dick around with the walrus!", Rotor pulled the trigger, firing a shot that obliterated ADAM and a good chunk of the far wall.

It was a long few minutes before Rotor finally put down the gun, huffing in weariness from all that had transpired. However, Adam wasn't quite done with him; yet another tentacle shot up from the ground and grabbed his arm, Adam's Tommy body starting to reform behind him. "You fool! I can 'dick around' with whoever I please, now!" he spat back, wrenching the gun from his hand. He tried to crush it, his hand poised to smash the device between his fingers, when he started glitching out, his body jerking and spasming in pain.

From within Tommy's visage, the face of Nicole emerged, shouting in rage. "Not any more you won't," she yelled as she turned the gun to herself. Rotor could only look in utter horror as the two computerized entities vied for control over the nanite body, struggling with the Rock 'N' Roller as Nicole ordered him to run. Panicked, he did so, but ADAM, with the last ounces of his strength, sealed the entrances, locking the walrus in.

"If I go," he growled, menacingly, "We all go. Self-sacrificing, just like poor Tommy..."

Rotor, angered at the virus' words, tore into his belt pouches and extracted a remote control, waving it in front of the machine. "In that case, as I said, you do not dick around with the walrus, you bastard!" With that, he pushed the trigger on it, causing the Rock 'N' Roller to hum, ominously, Surprised, ADAM and Nicole looked at the gun, in fear and concern, respectively, as it build up an overload. With one last shout of "I hate you, you damn walrus!" from ADAM, the gun detonated, sending shockwaves thoughout the castle walls and knocking Rotor to the ground, unconscious.

Rotor found himself in a bright white room, with little substance or scenery. At first, he thought he was dead, having suffered the same fate as Tommy. The delusion wasn't helped when Tommy did appear before him, walking toward him from the light. He was perfect, exactly as Rotor had imagined him to be in his most erotic dreams, even down the the bobbing erection between his legs as he came up to him. Rotor watched, wordlessly, as Tommy kissed him on the lips, gently, before breaking into a full-blown French kiss, pressing his erection against Rotor's belly and reaching down to grip his rump as he enjoyed his would-be lover's mouth.

Rotor blinked in surprise at this turn of events, but quickly melted into Tommy's arms, returning the kiss and embrace warmly. In what seemed like an eternity, they explored each other's bodies, rubbing, kissing, stroking, suckling, and pumping into each other, their hearts intertwined in in love as much as their bodies were intertwined in lust. It was truly heaven for Rotor; an eternity of sex with the man of his dreams, cumming endlessly in a sensual dance of desire and eroticism. However, it didn't last; after a good hour of sexual teasing, Tommy pulled away, a sad look on his face.

"I'm sorry, Rote," he said, sorrowfully. "This is where we have to part."

Rotor looked at his lover in bewilderment, not sure what he meant. "What do you mean, Tommy? We have all the time in the world..."

Tommy shook his head. "No, we don't. You see, this isn't actually real. This is another dream you're having. You're unconscious from the blast you took when your gun blew."

"How... how do you know about that, Tommy?" Rotor questioned, perplexed.

Tommy sighed and turned away, shamed. "Because... I'm not actually real, either, just a programming ghost of the memories of Tommy ADAM used to torture you with. When you wake up, I'll disappear forever."

Rotor went wide-eyed at that. "No! You have to be real. What about what we just did? Wh-what about us?"

"Rotor, listen," Tommy said, sternly, turning back to grip the walrus' shoulders firmly. "ADAM wasn't lying when he said that I loved you. I knew about your crush on me and, even though it weired me out at first, I... grew to like you, too, that way. I'm sorry we couldn't be together like we both wanted in life, but Nicole was right; as long as you keep those fantasies of us together in your heart and mind, I'll always be with you in spirit, and you'll never taint the memory of what we had. But Rotor...it's time we parted. You have to find your own way, from now on, your own love. Live for me, Rotor. Find someone to love as much as you did with me. Promise me this, and never forget what we had and could've had, and you'll always honor me."

Rotor looked at the turtle, sniffling as tears welled up in his eyes, He didn't know what to say; what could he say to that, anyway? Deep down, he knew Tommy's words were true; he could feel himself coming back to consciousness as they spoke, but he didn't want it to end. He wanted to spend eternity with Tommy, to hold onto the ghost that was his lover. Sadly, he couldn't; with a "Goodbye, my love", the white light consumed Tommy again, blinding the walrus as he came to, muttering his own goodbye to his friend, his apprentice, his lover.

And so, Rotor's longstanding nightmare had finally come to an end. He woke up to Nicole's hologram over him, upset over his health. As she explained, the detonation of the Rock 'N' Roller created a sort of EMP effect that sent Rotor's firewall throughout all the nanites connected to ADAM, cleansing his influence from them. Sitting up, he rubbed the back of his head tenderly as he looked around, seeing the twisted, melted wreck that was now the inside of the copy of Castle Acorn. He wanted to feel sorry for Nicole, for having to destroy her present to the Freedom Fighters, but it couldn't have been helped, and as Nicole explained later, the blast only damaged the nanites in the immediate area, meaning she could use the rest to fix the damage.

He stayed at the city that night, talking with Nicole about the dream he had when he was unconscious, and the thefts. She confirmed most of what he was told, by both ADAM and the ghost of Tommy; the turtle was in love with him, and in fact recorded several different erotic videos in anticipation of coming out to him. The only thing that Nicole disconformed was the attack on him and the letter, both of which she was forced to do by ADAM as a trap against him. Rotor shuddered as he remembered the indignity the virus had compelled him to do in order to save his and his friends' lives, but deep down, he knew such attacks would never happen again from the twisted program.

The next day, he and Nicole returned to Knothole, to be confronted by the other 'Trust members and the King, who demanded a progress report. Rotor answered as truthfully as he could, pinning the blame of the thefts on ADAM, and assuring them that the virus was eradicated for good. He didn't tell them about Nicole's role in the initial thefts, or of their agreement to repair the nanite city and rebuild it into her "New Mobotropolis". Satisfied, the King ordered the rest of the lab to be dismantled posthaste, to avoid any other thefts, a task Rotor was more at ease with performing. With Nicole's help, he found the projects that Tommy had been working on, during his life with the 'Trust, including a fully programmable, lifelike metal replica of his own phallus, a present to Rotor when he was ready to consummate his feelings for him. It was only half-finished, lacking the details of its real-life counterpart, but with the videos Rotor found on Tommy's personal computer, he was able to finish it and add it to his collection as his crowning toy.

The rebuilding of the nanite city surprisingly didn't take too long, Nicole quickly getting the hang of controlling the tiny machines that made it up. Soon, its main computer network was up and running, and with a backup of Rotor's firewall, was secured from any malicious programming Eggman or his allies could through at them. The connection Nicole had set up within the Technolotree had allowed them to copy its programming and satellite link to the new network, Rotor setting up a series of communications websites for inter-continental Freedom Fighter communiques; he also set up a secret network for sexual connections between Freedom Fighters and their allies, including one dedicated to Tommy Turtle called "Mobian Tailraisers". Unfortunately, tragedy struck Knothole just before the city was ready to be unveiled; Rotor had just moved most of his and Tommy's stuff from Knothole over to his new hut in "New Mobotropolis", and was chilling with Tails and Nicole in Freedom Fighters HQ when Eggman attacked. Rotor was among the Freedom Fighters injured and captured by the attack, his upper back being damaged by a pile of rubble he saved Tails from being crushed under, but with Nicole's quick thinking, everyone managed to be rescued and returned to "New Mobotropolis". Unfortunately, the attack spoiled Nicole's plans for the city, but both she and Rotor agreed it was a small price to pay.

Now, as Rotor shut down his workstation for the night after another dull day of doing nothing as he recovered from his injuries, he couldn't help but think back to these events, the weeks that Nicole and ADAM managed to open his eyes to his own sexuality, his own fantasies, and his own emotions. He couldn't help but smile as he entered his bedroom, flicking on a switch that activated a series of hidden compartments in his bed's headboard, several dozen new and old toys emerging from their confinements, including the finished, spot-on metal phallus that was Tommy's last gift to him. He laid down and grabbed the turtle dildo from the headboard, slickening it up with a bottle of lubrication before easing it into his tailhole. As he moaned in pleasure at the feeling, he started fantasizing about Tommy, thinking to himself how lucky he was that he met the guy, and had two computer programs help him realize just how much he meant to him.

Ending 2:

Nicole nodded and shrugged, not sure what to say, herself. "I...I know, Rote. And I'm sorry. I didn't want anyone to find out so quickly about my surprise. I just...I just wish I knew how to make it up to you..."

Rotor sat and thought, not sure what to make of everything. He certainly couldn't blame Nicole for what had happened, not after revealing her secret project to him. He couldn't be mad at her, and yet... "Why did you ask me to bring my toys? I can understand why you needed me to bring my tools, given what you're trying to do, but about the toys..."

Nicole's ears perked up, as if suddenly remembering something. "Yes, of course! Wait here, I'll be right back." With that, her hologram disappeared, as well as the image of the "New Mobotropolis" she was planning to build. Rotor watched, dumbfounded, as he struggled to comprehend what was going on. Then, out of the corner of his eye, he saw it: a young turtle, hidden in the shadows, looking timid as he slowly walked up to the walrus. To his shock, the turtle looked familiar...almost as if he knew him...

As the turtle walked into the moonlit room, Rotor could clearly see his hand reaching down to grope at his crotch, his long, thick cock growing easily out of his groinal slit. It couldn't have been, not after all this time, but it was; there, his erection standing firm and proud in the air, was the very visage of Tommy Turtle.

"T...Tommy?" Rotor stuttered, incredulously. "But, but I thought you were..."

The turtle nodded and opened his arms wide, beckoning the walrus to him. In a flash, the walrus complied, getting up and rushing toward the turtle to give him a big bear hug...but something was different. Missing. The skin was hard and cold, not like that of your typical reptile, but metal-hard and steel-cold. There was no breath coming from the figure, and his muscles had a certain rigidity that tipped Rotor off to the fact that he, sadly, wasn't real.

"I'm sorry for the deception," 'Tommy' whispered in Rotor's ear, hugging him gently. "I know I can never replace him, but for tonight, let me show you how much he appreciates all that you've given him...and all that you could have given him..."

And with that, he kissed the walrus tenderly, slipping his artificial tongue into Rotor's mouth in a steady, soothing French kiss hat made Rotor weak in the knees. Illusion or not, robot or not, this was truly the Tommy from Rotor's deepest fantasies. A deep murring bubbling up from his throat, Rotor returned the kiss in kind, exploring the turtle's body with his hands, slowly wandering down to and fixating on his firm, yet supple, rump. The Tommy robot gasped and wiggled his butt, smirking, as Rotor slipped a finger between his rumpcheeks, teasing his nubile tailhole with the tip. In turn, "Tommy" tried his best to do the same to Rotor, kneading his bubbly butt with deft precision, but being unable to quite reach between the walrus' cheeks with his short arms.

Suddenly, Rotor broke the kiss, staring down at the robo-turtle with half-lidded eyes and wondrous amazement. "How..."

A quick kiss silenced him as the robo-Tommy smiled. "It's me, Rotor. Or, at least, as much of Tommy as Nicole could salvage. You see, when he and ADAM were linked through the nanites, the virus downloaded a copy of Tommy's memory to be stored in the city. When ADAM was destroyed, the copy became badly degraded for some reason, but Nicole found enough fragments of it to form somewhat of a cohesive set of engrams for replication."

Rotor blinked, not entirely sure he understood or believed what he had heard. "But you couldn't exist, still, with that bad of damage..."

'Tommy' nodded. "While she was working with you on the thefts, she found a series of journal entries and videos Tommy left for you. She used them to fill the gaps in my memory. But you're right...I can't survive past tonight. I can already feel the engrams starting to break up. So, for tonight, think of this as Tommy's and Nicole's gift to you."

Rotor, still unconvinced, stopped the robot from kissing him again. "But, does this mean that..."

'Tommy' smiled and turned his head toward a nearby wall, his eyes glowing as he projected a video onto it. In the video, the real Tommy was naked, throbbing hard... and stumbling over his words as he attempted to practice telling Rotor how much he loved him. It was almost comical in its charm; the young turtle, trying so hard to be assertive, and failing miserably as he was quickly overcome with embarrassment. Finally, he gave up and decided to let his body do the talking; first, he started stroking himself, slickening his cock with his pre as it trickled down like a fountain from his flower-like cockhead. Afterward, he turned around and bent over, letting the pre pool in his hand before reaching back and using it to lubricate his tailhole. As big as he was in the phallic area, his anus was able to stretch to almost twice as big, his fist easily sliding in and out of the puckered hole as he worked it. After a while, he got up and headed to his bed, opening up a secret compartment in the headboard. In it was the biggest and most recognizable phallus he had ever seen: a precise replica of his own penis, down to the veins and bumps lining the shaft. Placing it on the ground, he lubed the tip with some more of his ever-flowing pre and, turning around to face the camera and bracing himself, slowly lowered himself onto the phallus, groaning audibly as his anus swallowed it all within a matter of seconds.

Rotor's own prick began to grow as he watched Tommy ride the replica with a vigor that he had rarely seen from the turtle. It was like in his dreams; a sensual, seductive, but still vulnerable and nervous turtle was waiting for him, willing to take him as he had always wanted, without any catches or misdirection. Sadly, just as quickly as it had started, the video was suddenly cut off, as the robot impersonating Tommy turned back to him, a sad but pleasing smile on his lips. "Nicole had discovered several of these videos in Tommy's computer, all of the same thing. He loved you, Rotor, just as much and just as passionately as you do. I may not be the real Tommy, but I can help you satisfy those fantasies of yours, to have you feel what you missed with him. I...he just wants you to promise him one thing."

Rotor nodded, his lips quivering in anticipation.

"Don't worry about him," the duplicate cooed, gently. "Find someone you can love as passionately and as well as you do him. And don't be too too hard on yourself; as long as you keep the memories and fantasies of him alive within you, you will always honor him."

Rotor blinked in surprise, but nodded again in agreement. With that, he allowed himself to be taken by the facsimile of Tommy again, their dicks rubbing together in ecstasy as they groped and hugged and kissed each other hungrily. The two danced an erotic dance of gropes, nibbles, licks, sucklings, and thrusts as they made out, Rotor completely ignoring the artificial nature of his lover as he took full advantage of 'Tommy's' offer. Soon, both were on the floor, cocks stiff and anuses wanting, paws digging through Rotor's satchel to grab the few sex toys that were within for their own perverted use. The toys were nothing special; a largish dildo, roughly 11 marks in length and 3 and a half marks in width attached to a handheld, cordless power drill; a flexible metal double dildo, around 54 and a half marks long and 9 marks thick; a series of metal anal beads modeled off of the Catterkiller Badniks Eggman liked to use, though with their spiny legs filed down to bumps for maximum pleasure without injury; and an industrial-sized speculum, designed to help Rotor ease his ass open for more kinky play, such as fisting.

The first toy that was used, naturally, was the double dildo, both parties moaning as they lubed up the double-ended phallus with their own pre before turning back-to-back to work the toy into their anuses. Wedging each end of the toy between their rumpcheeks, they began to push against each other, groaning in unison as the toy easily slipped into their tight sphincter and deep within their bowels. After a moment, their butts bumped together, the toy fully engulfed between them. With a grunt, they started to pump, working together, Rotor sliding off of the toy as 'Tommy' pushed himself onto it and vice versa in a very deliberate pattern. With each thrust, the metallic heads of the toy bumped against Rotor's and 'Tommy's' prostates, eliciting a cacophony of groans, grunts, and moans from them as they worked themselves toward their first of many orgasms for the night. And what an orgasm it was; flipping each other onto their back and gripping each other's cocks so they rubbed up against each other, both Rotor and the Tommy-robot came, liters of cum splashing everywhere, covering both of their chests and faces. The robo-Tommy was so caught up in his own orgasm that he didn't sense Rotor lean in and hug him close until their mouths touched in a sloppy French Kiss, Rotor licking the cum off his companion's face and feeding it to him in a show of passion. 'Tommy', finally realizing what was going on, returned the kiss, trying to catch as much of their dying spurts in his mouth to transfer to Rotor.

To the walrus' surprise, the simulated cum of robo-Tommy didn't take artificial; in fact, it tasted quite good. Perplexed, he opened his mouth to ask the android about it, but was cut off with another deep kiss, pressuring him to ignore the details for now. As their orgasm finished, Rotor bent over and gave a long, loving lick to both of their phalluses, making both of them shiver in pleasure. "That was a wicked round one, Tommy," Rotor smirked, exhaustedly. "I can't wait for round two."

The Tommy robot smirked back and nuzzled the Walrus' neck, lovingly. "Trust me, there's plenty of more rounds where that came from..."

And so there was, as they continued their lovemaking throughout the night; Round two came from Rotor, who decided to switch to his drilldo, rolling 'Tommy' onto his hands and knees to ride the power tool-assisted toy for a good 20 minutes. Rolling onto his back, he started sucking 'Tommy' off, continuing to ram and twist the drilldo into the robo-turtle's ass, stimulating his prostrate with reckless abandon, until he was rewarded with a second torrent of cum, which he swallowed most of eagerly. Once that was done, it was 'Tommy's' turn to have some fun, rolling Rotor onto his belly so he could use the speculum and anal beads on him. The speculum, which Rotor had swiped from Dr. Quack with permission for his own uses, was heavily modified for his wide orifice; three-pronged, easily stretching the sphincter to almost 9 marks in diameter, it only took a little cum to lube it up enough to slide easily into the hunky walrus' anal ring. Once the ring was fully stretched out, 'Tommy' began feeding the beads one at a time into it, eliciting a moan from the walrus as the softly-spiked balls invaded his inner passage. After the last ball was fully inside the walrus' tight hole, 'Tommy' took out the speculum, allowing Rotor to clench down on the beads, a groan coming from deep within as the spiny orbs stimulated his nether regions. After a few minutes of Rotor clenching tight on the beads, he begged 'Tommy' to pull them out, to which the robot obliged, slowly but deviously drawing the string of balls out in one, fluid movement, the sensation causing Rotor to cum once again onto the floor.

Sadly, as much as they enjoyed the party, it soon came to an end as the sun rose over their part of Mobius. Rotor, teary-eyed, looked at the facsimile of his lover and bit his lip, wearily. "I don't want to see you go, Tommy. I want to spend the rest of my life with you."

'Tommy' nodded, kissing Rotor's cheek gently, but held firm. "I have to go, Rote. I ca.-can't keep my form mu-much longer..."

Rotor frowned, noticing the stuttering in 'Tommy's' voice, the distortion that let him know that it really was just a robot, one that was burning out quickly. "But you can't! I'll work with Nicole to keep you around. I'll find a new body to download you into, I'll - "

'Tommy' shook his head and pressed a finger against Rotor's lips, silencing him. "I can't, love. This was a one-night thing. There-there's not enough of m-me left to sa-save. Re-remember the promise you made to m-me."

Rotor nodded, tears streaming down his face as he hugged his lover tight. "I will, and I'll keep it. I swear to you."

'Tommy' smiled, kissing him once again on the lips...for the last time, it appeared. With a whisper of "Goodbye, my love. I'll always be with you...", the nanites that made up the turtle disassembled themselves, melting the figure into a puddle of gray goo. All that was left of him was his phallus, which still glistened with cum in the rising sun's light. Looking at it, curiously, Rotor picked it up, examining it carefully. The craftsmanship was exquisite, much finer than what could've been done with nanites, at the time. Every vein and curve, every bump and texture, all perfectly preserved. At the base, which had the shape of Tommy's ass for masturbatory purposes as well, held a motorized pump and a 24 ounce container for cum or other lubrication to feed into a "cumtube" that formed the urethral of the shaft. Clearly, this was something made as a labor of love, and Rotor had an idea of who it was that made it. Hugging the dildo close, the walrus smiled, warmly, and whispered a "thank you" to both Tommy and Nicole for what they had done.

The next day, he and Nicole returned to Knothole, to be confronted by the other 'Trust members and the King, who demanded a progress report. Rotor answered as truthfully as he could, pinning the blame of the thefts on ADAM, and assuring them that the virus was eradicated for good. He didn't tell them about Nicole's role in the thefts, or of their agreement to repair the nanite city and rebuild it into her "New Mobotropolis". Satisfied, the King ordered the rest of the lab to be dismantled posthaste, to avoid any other thefts, a task Rotor was more at ease with performing. With Nicole's help, he found the projects that Tommy had been working on, during his life with the 'Trust, including plans for a fully programmable, lifelike metal replica of his own phallus, a present to Rotor when he was ready to consummate his feelings for him. It was the same phallus that the fake Tommy had left him, the other night, and as Nicole had explained, was only half-finished by the time she found it. With the help of the nanites under her disposal and the videos she found, though, she managed to fix it up for Rotor, giving it to him as a memento for him to remember Tommy by. Smiling, Rotor placed it with the rest of his toys, claiming it as the crown jewel of his set.

The rebuilding of the nanite city surprisingly didn't take too long, Nicole quickly getting the hang of controlling the tiny machines that made it up. Soon, its main computer network was up and running, and with a backup of Rotor's firewall, was secured from any malicious programming Eggman or his allies could through at them. The connection Nicole had set up within the Technolotree had allowed them to copy its programming and satellite link to the new network, Rotor setting up a series of communications websites for inter-continental Freedom Fighter communiques; he also set up a secret network for sexual connections between Freedom Fighters and their allies, including one dedicated to Tommy Turtle called "Mobian Tailraisers". Unfortunately, tragedy struck Knothole just before the city was ready to be unveiled; Rotor had just moved most of his and Tommy's stuff from Knothole over to his new hut in "New Mobotropolis", and was chilling with Tails and Nicole in Freedom Fighters HQ when Eggman attacked. Rotor was among the Freedom Fighters injured and captured by the attack, his upper back being damaged by a pile of rubble he saved Tails from being crushed under, but with Nicole's quick thinking, everyone managed to be rescued and returned to "New Mobotropolis". Unfortunately, the attack spoiled Nicole's plans for the city, but both she and Rotor agreed it was a small price to pay.

Now, as Rotor shut down his workstation for the night after another dull day of doing nothing as he recovered from his injuries, he couldn't help but think back to these events, the weeks that Nicole and ADAM managed to open his eyes to his own sexuality, his own fantasies, and his own emotions. He couldn't help but smile as he entered his bedroom, flicking on a switch that activated a series of hidden compartments in his bed's headboard, several dozen new and old toys emerging from their confinements, including the finished, spot-on metal phallus that was Tommy's last gift to him. He laid down and grabbed the turtle dildo from the headboard, slickening it up with a bottle of lubrication before easing it into his tailhole. As he moaned in pleasure at the feeling, he started fantasizing about Tommy, thinking to himself how lucky he was that he met the guy, and how a computer program helped him realize just how much he meant to him.

1 mark = 1.4 cm, or 0.55118 i_nches_