GL (GalaxyLight): Time for Starlight Carnival and that place is quite the visual treats, compared to the other planets. The chapter should explain it for ya.

BGM - Sonic Colors OST - Starlight Carnival Map

"WOW! This place is bright and amazing!" Ruby exclaimed when the heroes arrived at Starlight Carnival. Instead of a planet, the whole place set in space surrounded by a huge fleet of spaceships with colorful neon lights and decorative neon boards, with fireworks and laser beams illuminating the dark night. There are also many lighted statues of the starry nights' star constellations, like the Archer (Sagittarius), the Bull (Taurus), the Lion (Leo), and the Whale (Cetus).

"There are so many lights and fireworks. No wonder why it's called Starlight Carnival." Blake commented on the view.

"There's quite a lot of airships too. I can't wait to thrash some robots in this place, and also find some cool food and toys here." Yang smiled.

"Okay, just gonna throw this out here; HOW ARE WE BREATHING IN SPACE?!" Weiss questioned loudly.

"It may be possible that Eggman is providing a oxygen force-field in this carnival." Tails explained. "It may be invisible since we can't see it."

"Not sure if that answers my question entirely, but I guess it'll do..." Weiss sighed. "My next question is, how the heck can we to the other ships? They look far from our reach."

"How about that sign that says 'The Road of Light'?" Sonic suggested pointing at a gate that leads to nothing but space. "Of course if you girls are scared, I'd be happy to dish it out for you."

"I'm not scared! I'm just being cautious!" Weiss retorted.

"It could be a trap..." Blake said cautious as well.

"If it was, Eggman could get sued for killing people by loss of oxygen." Tails informed.

"...Point taken."

"Here I go!" Sonic readied himself and began running past the sign. Team RWBY gulped, hoping Sonic would be alright. The moment Sonic was about to step on nothing, what came under him was a purple translucent path and it followed him while he was running. "WAAHOOOOO!" Team RWBY jawdropped when they saw this.

"Did that just popped out of nowhere, or is it just me?" Weiss asked paled while her face was covered with sweat.

"LET ME TRY!" Ruby exclaimed as she passed through the sign gate. She was now running with the energy road, although not as fast as Sonic but at least it was following with her, wherever she went.

"I'm goin' in too!" Yang followed as she did the same thing, leaving black and white girls behind.

"You want to go?" Blake asked Weiss.

"No way! I don't trust that road of light, so I'll be staying and look for another way." Weiss replied. "What about you?"

"I'll pass. I don't think I'll feel good if I tried it." Blake replied. "I guess I'm stuck here with you and Tails in the big spaceship full of sparkly places."

"I know, it's like a whole bunch of jewels shining!" Tails exclaimed.

"Just my sort of place." A mysterious but familiar voice was heard.

"Who said that?!" Weiss shouted looking around to see a familiar bat.

"Hello boy and girls." It was Rouge the Bat.

"Rouge?!" Blake and Weiss cried out.

"What are you doing here?" Tails questioned.

"I'm here on a job, cutie." Rouge answered. "Someone wanted me to check this place out."

"And who might that be?" Weiss asked.

"A lady never tells. Plus, it's client privilege. But enough shop talk. You up for a game?"

"What kind of game?" Blake asked.

"Oh, just a ring collecting race. The one who has the most rings win. Of course you can team up with me if you like, unless you're chicken to lose."

"You're on!" Weiss declared, insulted by her cockiness.

"Good luck! You're gonna need it!" Rouge winked as she flew off to find some rings.

"HEY! THAT'S CHEATING!" Weiss shouted angrily.

"I forgot she's a bat." Blake sweatdropped.

"Well, we got Tails at least."

"Sorry, I'm afraid I'm gonna have to drop out." Tails stated. "I'm going to find to parts around the spaceships so I can further upgrade my translator and remove the bugs. See you later!" Tails smiled as he flew away.

"Great. Just great." Weiss groaned.

"Guess we'll have to collect rings the old fashion way." Blake sighed. They went around the big spaceship and collected a good amount of rings, but not enough however. There rings floating high around space. Weiss would want to get them, but doing that would probably be suicide since there'd be nothing to land on. "Ugh! If I had the ability to hover, I could have easily gotten those rings." Weiss groaned. That's when she saw a green wisp that flew right in front of her.

The green wisp resembles a spaceship. It has a round body with a small fin on top of its head and one blue eye in the middle of its head. Unlike most other Wisps, which have three tentacles, the Green Wisp has three sphere-like structures stemming from the body.

"You are weird looking for a wisp." Weiss commented. "Mind helping get those rings? Not that you need to or anything." The wisp flew around Weiss a few times and then into the Myrtenaster. It began glowing green and the slots of dusts turn green as well. Weiss waited for something to happen, but nothing has happened yet. "Uh... what now?" She asked Blake.

"...Try shoot it at something." Blake suggested.

"Alright then..." Considering the fact she doesn't need to change slots (because they're all green), Weiss casts a green energy ball into space where the rings are. Then the ball suddenly formed itself into a glyph, similar to Weiss except green. The glyph was floating there like a hovering platform. "You know, why couldn't I have learned that at home?" Weiss asked herself. She stepped on the glyph and doesn't seem like anything happened, except that it was slowly floating down after standing on it for a few seconds. She made another glyph to prevent herself from falling. This helped her get all the rings and ring capsules she could find before returning. After coming back with 150 rings, the wisp finally came out of the Myrtenaster and flew off.

"That is quite an amount." Blake commented surprised by the number of rings Weiss has got.

"Blame the ring capsules for giving me all of this." Weiss said angrily while lifting the big sack of rings. "Where does Sonic put all of this?!" Thinking they had enough rings (268 in total), they went back to the meeting spot where Rouge came back with 230 rings.

"Looks like we win this one!" Weiss said proudly.

"Not a half-bad, I didn't expect you to find so many rings in one big ship." Rouge complimented them. "Now let's see how you take care of the Doctor with Sonic. Where is he, by the way? And I was sure there were more of you around."

"They kinda went off on their own." Blake answered with a sweatdrop. "But we'll make sure we'll take down Dr. Eggman. And what will you be doing?"

"Hee hee, that's another secret, Black Cat. Anyway, do your worst, girls!"

"She's as shady as ever..." Weiss sighed.

"Yeah! That was fun!" Sonic cried out triumphantly after ending the road of light and into a ship. Ruby and Yang were holding onto their knees panting a lot.

"But 'huff' too 'pant' long!" Ruby exclaimed between breaths. "Plus, those bug-shaped robots tried to attack us. We're lucky to be alive after we've dealt with them."

"You know, 'phew' if we had a vehicle transportation for these things, it would have been much cooler and less tiring." Yang said stretching her arms and legs.

"HRRRRRAAAAAAAAAAGH!" A loud roar was heard from a distance.

"Wait, that sounds like..." Sonic knew that familiar sound before and went to check it out. In another area, the two shape-bots were interacting with another of Sonic's friends, and this one was quite a knucklehead.

"How's THAT?! You give up?!" The red echidna shouted proudly after punching Orbot.

"Eek, you brute! I can't believe you hit me!" Orbot exclaimed.

"Didn't your mother ever teach you that violence doesn't solve anything?" Cubot asked him.

"Quit your whining! You two have cheated me for the last time!" Knuckles shouted, going for another punch again.

"Same as ever, huh, Knucklehead?" A blonde brawler came to see her old sparring partner.

"Huh? Yang!"

"Oh, that's one of Sonic's friends!" Cubot exclaimed.

"Can the pleasantries and run, you idiot!" Orbot cried out as the two shape-bots took off.

"Rgh, they got away."

"So why are you here, Knuckles?" Sonic, who was behind Yang the whole time, asked him."

"Sonic? uh... No reason! Just... Out for a stroll!" Knuckles answered.

"Riiiiiight." Yang replied, not buying one bit of it.

"So Eggman didn't trick you into another of his traps, then." Sonic said.

"Sh-Shut up!" Knuckles growled as Yang laughed. "That's not funny!"

"But you are, when you always get tricked like that!" Yang exclaimed.

"Hey! I'll, uh... race through that ride!" Knuckles pointed at the big stadium called 'Starlight Cycle Stadium' with a neon bike on top of it. "C'mon, are you chicken?!"

"...You call me a chicken when you challenge me to a bike race?" Yang slowly said covering her eyes with her hair before letting out a smirk. "I am so gonna pummel you once we start! Bring it on! I can do this with my eyes closed!"

"Then let's go!" The two ran into the stadium. That's when Ruby came to catch up.

"Sonic, where's Yang?" Ruby asked the hedgehog.

"She's having a competition with Knuckles in that motorbike race over there." Sonic answered pointing at the stadium.

"Knux is here? Awesome! Let's go in!" She ran into the stadium, Sonic just sighed as he followed her.

"I'm gonna make you eat my sparkling dust!" Knuckles said readying his red neon Starlight Cycle (Similar to Light Cycle from Tron Legacy). The two were in line of a giant race track around the entire Starlight Carnival. The road of light is the track following a few spaceships used as a track (basically Galactic Parade from Sonic & All-Stars Racing Transformed).

"Not if I do it first!" Yang smirked twisting the accelerator handle from her yellow neon Starlight Cycle.

"GO, YANG!" Ruby cheered for her.

"Don't let up, Knux!" Sonic called out. The starter light on top of the two competitors was firstly red as they started their engines, then red again, then yellow and now green, which they immediately took off.

BGM - Sonic Colors OST - Starlight Carnival Act 1 or 2

"WOOHOO! This is awesome!" Yang exclaimed as she was riding down the road of light. She just started and she was already having a lot of fun. However, she forgot about Knuckles before he passed her.

"What's the matter, slowpoke! Daydreaming?!" Knuckles taunted.

"Grrr. I'll make you eat those words once I've reach the finish line BEFORE you!" Yang growled as she accelerated faster. While the two were racing, two flying robots with two rail guns attached to them, who are called Aero-Chasers, confronted them. They got in front of them and are now trying to shoot them with their lasers. This caught the two racers by surprise and managed to dodge out of the way. Though, it almost lost their balance, they manage to stay on the road.

"What the heck?! Are they trying to take us down?!" Knuckles exclaimed.

"Looks like Eggman really wants us down today." Yang said. Yang attempt to shoot back, using her Ember Celica gauntlets, but they were too far from her reach, which ticked her off. The Aero-Chasers were about to fire once more, but they were not looking where they are going and soon crashed into a parked shuttle. "Serves them right!" Yang chuckled as she and Knuckles continued the race inside a spaceship.

The next obstacles were strange blue blocks which looked like they had blue rings inside.

"Those don't look like they're breakable." Yang said.

"Watch me!" Knuckles cried out as he attempted to smash the blue block. It didn't break at all, in fact it wasn't scratched one bit. This surprises Knuckles as hitting the block losing his momentum and span around crazily as Yang passed him.

"I told you!" Yang called out. She had to steer left and right to dodge the blue blocks, some were close calls. She had to take a different route when she saw a fence of blue blocks. "Ugh! I can't past these if I can't break them." She stopped for a second to think of a way. She found a blue wisp floating around the ship.

The blue wisp had a cube-shaped body with three yellow eyes. It also have three short, rectangular triangled-shaped tentacles stemming from the bottom of its body.

"You look pretty squared up, or maybe that's you." Yang teased. The wisp tilted it's head, not knowing that she was making a pun. Yang shook her head, knowing it was too good to be true. "Hey! Do you know how to break those blue blocks? If ya do, help me out." The wisp nodded and flew around her and then split into two energy spirits to enter both her Ember Celica gauntlets. The color turned into blue and slowly transformed into cube-liked gauntlets covering her from her elbows to her hands. "Alright! Time to smash some cubes!" Yang smirked. She started her Starlight Cycle again and began to press on to the race. She once again found the blue blocks blocking her path and she was anticipating this.

"You won't stop me, now that I have these!" Yang smirked. She made a drift so she can punch the block hard and sure enough, the block broke into pieces and the blue ring was free, which Yang collected. "Wow, I'm not a fan of the color blue, but this sure is pretty." Yang commented, when Knuckles past her.

"Thanks for the breaking!" He called to her.

"Oh, heck no!" Yang growled as she accelerated faster.

After riding through the roads and bashing more robots and blocks, Yang and Knuckles were close to the finish line. They were going toe to toe with each other. Who will win?

"This'll be my win before you know it!" Knuckles smirked.

"Not until I get there first!" Yang exclaimed. They both went faster as they were still in between. If the yellow huntress must win, she needs to find a way to make her rival slow down. Eventually, she thought of one. "Hey! Is that a tree of grapes, I see over there?" Yang said pointing at something.

"Where?!" Knuckles turned to look. He couldn't see any trees or grapes. That's when he found out it was a distraction when Yang passed him and reached the finish line before he did.

"YEAH! I WIN!" Yang cried victorious.

"WOOHOO! GO, YANG!" Ruby cheered for her as she and Sonic came to her.

"That was a sly move, Yang." Sonic smiled.

"I'll take that as a compliment." Yang smiled back.

"I demand a rematch!" Knuckles growled out. "You cheated!"

"Hey, there was no rule for distracting others, was there?" Yang teased. "Or maybe you were just 'too slow'."

"Hey, that's my line!" Sonic complained.

"Grrrr. I won't forget this." Knuckles grunted.

"Aw, don't look so down. There's always a next time, but maybe some other time." Yang smiled.

"So, um, Knuckles? How'd he trick you, this time?" Ruby asked Knuckles about Eggman tricking him again.

"He didn't trick me, okay?!" Knuckles exclaimed.

"Yeah, but he did he do it?" Sonic asked.

"HE DIDN'T!"

"All right, all right, yeesh. Don't get mad." Yang and Ruby were laughing so hard from the argument.

"You guys can be so funny together." Ruby smiled

"I know, it's fun to make Knuckles feel so insecure about his brain power too." Yang whispered.

"I HEARD THAT!" Knuckles shouted.

Eggman's P.A. Announcements

Announcement 1

Dr. Eggman: If you experience explosive decompression, please try to avoid staining the seat cushions. Those things are expensive!

Weiss: Are you sure he's not trying to kill us?

Blake: At least he's giving out warnings to us and the people for safety.

Announcement 2

Dr. Eggman: Attention, the anti-gravity toilets on this level are out of order, we are sorry for this inconvenience and hope you can hold it for another 20,000 light years.

Weiss: WE CAN'T WAIT THAT LONG!

Ruby and Yang: 'Goes to the restrooms in the transport station'

Blake: Guess, they're making sure they won't need to go...

Announcement 3

Dr. Eggman: Please note that this ride is not safe for children under 12, or over 13. It is also not safe for 13-year-olds.

Weiss: Then what's the point of this ride?!

Announcement 4

Dr. Eggman: Remember for your safety please avoid- as well as- never under any circumstances- as it is a living being and will bite your face off.

Ruby: Wait, what? I didn't get all of that.

Blake: He might have removed those words because of age-restrictions.

Yang: Something tells me we have to watch out for something big.

Announcement 5

Dr. Eggman: Attention ladies and gentlemen, please make your way to the main viewing area where the Light Speed Electrical Parade is about to begi.. oh and that concludes our Light Speed Electrical Parade.

Ruby: Wha-?! That was fast!

Sonic: I know! Did you see them?!

Yang: Saw them? I thought there was nothing to see here.

Announcement 6

Dr. Eggman: Just a reminder, please refrain from pushing buttons on the starship, occasionally one might eject you into space, if this happens your next-of-kin will be billed for the replacement hatch.

Yang: Wow! That's cold.

Ruby: Please save me if space gets me. I don't want you guys to pay for me.

Sonic: Don't worry, we got your back.

Announcement 7

Dr. Eggman: Please refrain from peeling off the special space-age polymer holding the starship together, it may look and feel like duct tape, but it's not, it's called... er... space tape! Very advanced stuff. Thank you.

Yang: Okay! "Attempts to tear off the tape"

Ruby: No, Yang! There still could be people inside!

Yang: Aww!

GL: That concludes Starlight Carnival part 1. I decided to get a little motorcycle on the story with Yang so I decided to add it here. See you in the next chapter.