GL (GalaxyLight): Not to brag, but I'm just gonna have a to be a little late when doing this. But don't worry, I got this one made as much as I could. Enjoy!

Walking around from starships to starships, Weiss, Blake and Tails have seen quite a few people around the area, despite how dangerous the place is, especially when it's practically made by Dr. Eggman himself.

"It's crazy how many people we've bumped into here." Weiss said. "Seriously, this is an amusement park in space made by Dr. Eggman. I'm just shocked they have the guts to come here!"

"Ha ha, Yeah! It's wild, but I always happy to get to see old friends." Tails chuckled.

"I guess so..."

"Hm. Speak of the devil..." Blake saw some two familiar faces from a far distance.

"Mmm, I didn't know you were here, knuckles." Rouge chuckled at her rival.

"Ugh, the bat. You're not after the Master Emerald again, are you? Knuckles growled at her. He still hates the fact that Rouge tries to constantly steal the Master Emerald just because it's a jewel. She didn't care of its power, she just wants to giant gem.

"Hmm, anything's possible."

"Well you're not getting it while I'm around!" Back with the trio, they were having trouble hearing what Knuckles and Rouge were saying.

"They're too far to hear clearly but it looks like they're arguing." Tails implied.

"I think that should be pretty obvious..." Weiss sighed.

"Guess we should go break them up." Blake said. However, the three were confronted by Orbot and Cubot once more.

"Yo! Sonic's friends!" Cubot greeted in his cowboy tone again, much to Blake sweatdropping.

"You junk heaps again?!" Weiss cried out annoyed. "You just cannot give us a break, can you?!"

"Time for a new challenge!" Orbot exclaimed.

"We don't have time for this! Let's go!" Weiss declared as the three passed them.

"Hey! Come back, you cowards!" Cubot growled but they were already.

"That's unfortunate. Luckily, I brought my backup plan. Robots, attack them!" Orbot ordered as multiple Aero-bots, Egg-pawns, Motor-bugs and Egg-flyers rose up from the starship and came after them.

"Uh-oh! We've got trouble!" Tails called out to the girls. They looked behind them and saw the horde of badnicks coming after them.

"Ugh! Now of all times?!" Weiss groaned as she took out her Myrtenaster.

"We'll have to take them out or somebody will get hurt!" Blake said as she took out her Gambol Shroud.

BGM - Sonic Colors OST - Starlight Carnival Act 3

Tails shot out thunder balls using his arm cannon and electrified the Egg-pawns while Blake dragged the Egg-flyers down to her using her Gambol Shroud's grapple ribbon and cut them down. With the Motor-bugs, they were rolling around them while shooting lasers, forcing them to constantly dodge left and right. Weiss had an idea and fired ice beam around to where the Motor-bugs are riding on. They began losing their balance from the slippery ice and then fell off the wheel while falling off the ship.

The real tough ones were the Aero-bots. They were always flying in a high distance. Blake tried to grapple down but they kept dodging them, same goes with Weiss trying to shoot them down. Tails tries to fly to them, but he got caught off guard as one of the Aero-bots almost hit his tails and the fox lost his momentum and began to fell, Blake managed to catch him in the process.

"Those bots are really getting on my nerves!" Weiss gritted her teeth.

"There has to be a way to hit them." Blake said.

"I could just crush them like ants if they didn't know what hit them to begin with." Just as Weiss said that, she found a blue wisp coming towards her. "First time seeing a wisp made out of squares and rectangles." She commented. "Mind helping me get rid of those trash cans up there?" She pointed to the Aero-bots and the wisp nodded as it flew around Weiss and into the Myrtenaster. The weapon glowed blue all the dust slots were coloured blue as well, and looked like it was ready. "Let's see what this one can do." Weiss said to herself as she fired a blue ball at the Aero-bots. Of course, the bots dodged it, but just as it did that, the ball transformed itself into a gigantic cube and began falling down on top of them down to the ground crushing all three Aero-bots, catching the heroes by surprise. The cube disappeared and the robots were crushed like pancake, the cube wisp came out of the Myrtenaster and flew away.

"Wow! That looked painful!" Tails said.

"Getting crushed by a giant cube, yeah, that would definitely hurt a lot." Blake sweatdropped.

"I'm just happy I got rid of those annoying pieces of junk!" Weiss grunted. They hurried to where Knuckles and Rouge were, they were still arguing. "Hey! Knuckles, I think it's time you and Rouge stop arguing!" The heiress declared to the echidna.

"So you two are here as well." Knuckles grunted.

'Sounds like he already met Ruby and Yang.' The girls thought.

"Stay out of it! This is Rouge here! She's gotta be up to no good!"

"That's not very nice." Rouge pouted. "I guess being tricked into coming here would make you an expert in deceit."

"What? Did Eggman trick you again, Knuckles? Unbelievable!" Weiss grunted disappointed in Knuckles's trust in others.

"I wasn't tricked, okay?! I came here on my own!" Knuckles protested.

"Hm hm... I guess it would appear that way..." Rouge giggled.

"You trying to say something?"

"Are you saying you didn't come here because of one of Eggman's letters."

"Grrr..."

'So Eggman DID send him here.' Blake, Weiss and Tails thought.

"Well, if you must know, I was the one who wrote that letter. Satisfied?" Rouge smiled.

'Or not...'

"Later, kiddies." Rouge waved goodbye before flying away. Knuckles just grunted while the heroes sweatdropped.

"Guess that means this time it was Rouge who tricked Knuckles. Poor guy." Tails sweatdropped.

"What a twist..." Blake agreed. Knuckles just sighed in frustration.

"Well, at least be grateful that you can still say it wasn't Eggman, right?" Weiss tried to cheer him up in a teasy way.

"Uh, Weiss, I don't think that'll make him feel much better." Blake sweatdropped.

"This park is huge." Sonic implied looking around the place while he, Ruby and Yang were walking to the generator chain holding the entire carnival (why this needs to be chained is beyond me).

"Yeah. Eggman could be anywhere." Ruby said. Little did the three notice that Eggman is already there.

"Indeed I could, but I'm right behind this generator!" Eggman snickered behind the generator. He had a odd purple laser and two canisters of purple energy on his Eggmobile. "That's it hedgehog, stand there and be a nice little target." He activated the laser letting out a charging sound which the heroes can hear.

"...Are one of you guys humming?" Sonic asked the girls. He and Yang were looking away from the generator while Ruby gasped as she saw Eggman coming to them with a purple laser targeted on Sonic. Eggman smirked as he fired the laser to the blue hedgehog.

"SONIC, LOOK OUT!" Ruby shouted as she pushed Sonic away taking the hit of the laser.

"RUBY!" Yang screamed as Sonic got himself up. The red-haired girl screamed in pain as she collapsed to the ground, while the laser was still latched onto her. "You monster! You'll pay for this!" Yang roared angrily and charged to Eggman but she was shockingly stopped by her sister who is up and is blocking her from the scientist. Her eyes were blank, as if she was being controlled. "Ruby?! What are you doing?!"

"Ruby? You there, buddy?" Sonic asked her but nothing came out of her.

"Hoo Ho Ho! She's my buddy now." Eggman laughed.

"What have you done to her?!" Yang demanded an answer.

"Me? I did nothing at all. Unless shooting her with my mind control beam that runs on alien energy counts as doing something to her. Does it?" Eggman smirked as he sharpened his moustache. Yang just growled in anger as she tried to beat him up, but her sister won't let her pass.

"Ruby, please! Let me through!" Yang shouted to her. "Don't you understand you're being controlled?! Snap out of it!" Sonic tries to pass through them but Ruby was surprising fast enough to block Sonic as well. Yang thought she could get Eggman now that she's focused on him and she came back to block her again.

"To get to me you're going to have to go through your friend/sister." Eggman laughed while the two tried to pass their red-haired teammate but still no luck. "This turned out MUCH better than I could have hoped, and I only used a small prototype."

"Enjoy it while you can." Sonic growled as he was blocked by his friend again.

"Oh, I will. In fact, the only way to make this better would be to have you two fight her." Eggman smirked while doing a boxing moves.

"NO! I WON'T FIGHT MY OWN SISTER!" Yang shouted. "On training?! Yes! But to the death?! NO!" She gasped as she saw Ruby take out her Crescent Rose scythe and was slowly walking to her. "Please, Ruby! You gotta get out of there! You know you don't want to do this!" The red-haired sister couldn't hear her. She lifted her scythe, ready to slice her, but just as she was about to do that, she began to collapse again and fall into Yang's arms, dropping the scythe, much to Yang and Sonic's surprise.

"What the-?!" Eggman gasped. Ruby regained consciousness and was breathing rapidly.

"Ruby, speak to me! Are you alright?!" Yang called out to her. The red-haired huntress turned to look at her sister with her eyes being normal meaning she regain control of herself.

"Huh? Where am I? And why is my nose hair tingling?" Ruby groaned. Her sister didn't answer, she just gave her a big crushing hug, knowing she's alright now. "OW! Yang! Not so tight!"

"Phew! For a second there, I thought she was going to hurt her." Sonic gave a sigh of relief.

"Lousy cheap alien energy." Eggman growled in anger while slamming his fists on the Eggmobile in frustration, until he looked at the empty canisters. "Ran out of juice! Well, I'll get more. Lots more! And then I won't just control one little punk, but the entire universe. In the meantime, enjoy the park. I'll leave you your own private tour guide."

BGM - Sonic Colors OST - Cutscene - S01 Frigate Appears

As he flew away, a huge flying war machine with two orca-shaped covering on its top, rose up from the generator. It is called the 'Frigate Orcan'.

"HAHAHA! Pay up, you two!" Sonic smiled. "I told you guys he had an evil plot and coming here was a good idea. There it is straight from the horse's mouth."

"Uh, we didn't bet." Ruby told him.

"...Dang!" Sonic began sulking.

"If we did bet, I would probably call the evil plot part." Yang chuckled.

"Allow me to take this one." Sonic smirked as he ran to the road of light once more. The Frigan Orcan notices Sonic running away and flies to destroy him, leaving the girls with the generator.

"Oh no! No way am I going to let him have all the fun, I'm joining in! Besides, I'm still mad at Eggman for trying to control my sister. Beating that robot into pieces will surely satisfy me!"

"But how are you going to keep up with Sonic? He's too fast." Ruby said. She was right, Yang needs to think a way to keep up with Sonic and help him defeat the robot. Eventually, she thought of an idea.

"I got one! Wait here, sis! Me and Sonic will take care of the robot." Yang smiled as she went off.

"Huh?! Where are you going?!" Ruby called out.

"Let's just say I'm getting some fast wheels!"

"It's about time you showed up!" Sonic smirked as the Frigan Orcan finally made it in front of Sonic who was running on the road of light. "Time to get this show on the road! Get it? Like road of light?"

"I heard better!" Sonic flinched as he turned his head around to find a blonde brawler riding a Starlight Cycle.

"Yang?! How did you get here so quickly and where did you get that?!" Sonic exclaimed.

"That's kinda rich hearing that from you, and this? I got it from the Starlight Cycle stadium."

"And by 'got it', you mean you 'stole it', right?"

"Uh... kinda... yeah."

"I knew it. Ah well, glad you came along! Now let's waste this junk heap!"

"Heh! You got it!" Yang accelerated faster as Sonic did the same and the battle was on.

BGM - Sonic Colors OST - Vs. Orcan & Skullian

The warship attempts to gun down Sonic and Yang with two machine gun as they run and ride on the road of light. Sonic had to sidestepped and Yang had to steer in order to avoid getting hit by the bullets. The blonde began shooting small bullets on the lights while Sonic began homing attacking the machine guns, he managed to destroy one of them, causing the Orcan to fly away from them. This time, it's dropping red boxes to take down the duo as it rolls on the road of light.

"Whoa!" Yang yelped as she steered left and right to dodge the boxes while Sonic just easily jumped over them, much to Yang's jealousy. They tried accelerating faster but the Orcan was moving fast itself. "How the heck are we supposed to catch up with it?!" Yang exclaimed. They then saw a cyan wisp trapped in a capsule.

"I got this one!" Sonic smirked as he got an idea. He destroyed the capsule, freeing the wisp as it entered Sonic, letting him borrow its powers as a token for saving him. He turned into a Cyan Laser and penetrated through between the machine guns, which dealt massive damage. Two of the warship's cylinder energy supplies falls off as the orcas are revealed as a covering for machines powering the frigate and the machine will start smoking.

"Wow! That looks kind of creepy now." Yang said.

"It won't be when we're finished with it." Sonic smiled. The Orcan began flying on top of them and began dropping its cargo. This includes spikeballs, which must be avoided. It also includes yellow capsules which Yang and Sonic hit them back to the ship. It then dropped a capsule with a orange wisp inside of it.

"DIBS!" Yang exclaimed as she smashed the capsule freeing the orange wisp. "You're going to help me, right? But don't enter my Ember Celica just yet. I'll give you the signal." The orange wisp nodded as it flew beside Yang ready to be used. The Orcan began to descend in front of them again and began to fire missiles at them. Yang dodged the missiles as she was finally above the warship.

"NOW!" Yang yelled out to the orange wisp as it transferred inside her gauntlets. They turned into orange rocket gauntlets with thrusters on. "EAT THIS, WHALE!" Yang roared out as she used a rocket uppercut which penetrated through the warship insanely. With the huge amount of damaged dealt from that. The Orcan exploded scattering rings everywhere. As the wisp power wore off, Yang managed to land back on her Starlight Cycle.

"That was awesome, Yang!" Sonic gave her a thumbs up.

"Yeah, guess that whale-bot had a 'hole on his head'. Eh? Eh? Am-I-right?" Yang made a pun.

"We could be here for hours, stop." Sonic sweatdropped.

"I wonder how long they're going to take?" Ruby said to herself while drinking mango soda she got from a vending machine. "I'm really starting to get worried, although I'm pretty sure Sonic and Yang can handle it, they always do after all."

"Ruby!" Ruby turned around to see four of her friends coming to her.

"Weiss! Blake! Tails! Yacker! You came!" Ruby smiled, happy to see them.

"Huh? Where's Sonic and Yang?" Blake asked.

"They're fighting one of Eggman's big robots. They've been out for a while, though." Just then they heard an engine sound, the friends turned to see Sonic and Yang coming back. The purple energy flowing above the generator disappeared when they came back.

"We're back!" Yang exclaimed as she turned off her Starlight Cycle and hopped off.

"That took very long! Where have you been?" Ruby puffed her cheeks.

"Sorry, we got kinda lost." Sonic laughed while scratching the back of his head.

"What do you mean 'lost'?" Blake asked.

"Look, the road of light doesn't take us back here, okay? We had to take the long route!"

"Yeah, sure." Weiss sighed as she opened her warm strawberry soda. Blake picked an apple soda, Yang took a peach soda, Sonic took a grape soda and Tails chose mint soda.

"So, did you guys give the guide your complaints?" Ruby asked about the Orcan.

"Oh, we gave it to him pretty good." Sonic smiled. They then noticed Yacker as well.

"'Sup Yacker?" Yang greeted the twirly wisp.

"^&$^$&$&% ^$ " He spoke out happily, despite that they can't understand him.

"It wasn't easy, but, yeah." Tails replied.

"Well, Ruby, Yang and I know Eggman is going to use the energy he's stealing for a mind control weapon." Sonic said.

"A WHAT?!" Tails, Weiss and Blake cried out in shock.

"Yeah, apparently Eggman is using the wisps to create some kind of energy that can control people's minds, and he's going to use it to control everyone on Earth." Yang explained.

"So that's what he's plotting." Weiss said. "Mind control? That's playing dirty!"

"Still, that is quite a goal he made." Blake put her hand under her chin.

"And I learned that one the hard way." Ruby sulked.

"Wait, you got hit by mind control?" Weiss asked surprised.

"Yeah... It wasn't a very good sight for me." Yang said in a depressed tone. "She almost tried to kill me with Crescent Rose."

"I TRIED TO WHAT?!" Ruby cried out in shock with her hands on her mouth.

'Oops! I said too much!' Yang thought.

"I tried to hurt my sister?! Omigosh! I'm SO sorry, Yang! I didn't mean to-" She was cut off by Yang hugging her.

"It's okay, Ruby. I know it wasn't you doing that. Please, don't blame yourself. We're sisters, right?" Yang smiled to her sister. Ruby wailed in tears and she embraced her. The others stood there feeling bad for the two. They didn't wish for anything like that to happen ever again. After calming down for a while, they continued their discussion.

" Do we know how Eggman is getting all these aliens?" Sonic asked.

"Yeah. Yeah. At first I thought that Yacker was talking about how Baldy Nosehair was using burps to do it." Tails explained.

"...What?" Team RWBY gave odd looks to Tails. Using burps to catch aliens, that's hard to believe... almost.

"Hmmm, he is pretty gassy. Maybe the smell would knock'em out?" Sonci agreed.

'HE BELIEVED IT?!' Team RWBY thought as they face-faulted.

"I dunno, something doesn't seem right with that."

"THAT'S BECAUSE IT ISN'T!" Weiss growled at him.

"Weiss's right. It made no sense." Tails said. "Then I made a TINY adjustment and realized he was saying 'generators'."

"Ah, THAT makes sense!" Yang agreed.

"So no burps? That's a relief."

"Tell us about it." Ruby sweatdropped. She would feel sick if she felt a burp herself.

"So basically, Eggman is using five tractor beam generators to hold their planet in orbit while he scoops the aliens up." Tails continued with his explanation.

"Hold a whole planet?!" Blake asked in surprise.

"Well, it's tiny, but still... yeah."

"OK fine. Five generators? Well, we've levelled two." Sonic said.

"So, if my math is correct, that leave us three more of those bad boys to take out." Tails answered.

"Math is not really needed. That was pretty obvious." Weiss shrugged. Yang wanted to scream out 'NEEEEEERRRRRRD!' but she'd probably hurt Tails, so she didn't.

"Nobody said there'd be math, but we're with you, buddy!" Sonic smiled.

"We should get moving!" Blake stated.

"Yeah, Yacker says the aliens don't have much time." Tails informed everyone.

"Once I start moving, I don't need much time." (That's what she said). Sonic dashed off while Team RWBY, Tails and Yacker followed him to the transport station which he waited for quite some time. Heading inside the transport ship, they headed for the next planet.

"Next stop, Planet Wisp. This attraction is currently off-limits as it is still under construction and may not be dangerous enough for visitors yet." Eggman's P.A. announcement was heard.

"That's too bad for him, because we're going in there!" Yang smirked.

"Geez, that doctor is a terrible liar." Ruby puffed her cheeks.

"Home planet of the wisps. Let's hope it's in good condition." Blake said.

In Eggman's secret lab, the scientist himself was working on his 'project' which is in progress. However, it is filling up scientifically.

"Hooo Ho Ho!" Eggman laughed. "Soon the mind control weapon will be full of energy I've siphoned from the aliens, and Sonic's world will be the center of my interplanetary theme park."

"Y'all reckon you'll be able to get yerself 'nuff o' that energy to take over the whole dang planet?" Cubot asked.

"Yes. I 'reckon' I will. Where is your new voice ship?" Eggman was getting sick of Cubot talking in cowboy so he ordered Orbot to get a new chip to replace Cubot's old one. Eventually, Orbot returned with a voice chip.

"Got it right here sir!" Orbot said. "Just need to install it." He went behind Cubot and adjusted him to he could replace his voice chip. "The think bone's connected to the talk bone, the talk bone's connected to the mouth bone..." Orbot began singing as he finally got the new voice chip onto him. "There, good as new."

"Finally. I don't think anything could have been more annoying than that cowboy chatter." Eggman gave a sigh in relief. However, his rested didn't last long when Cubot's new voice caused him to jump in surprise and fall off his chair.

"Yar! Feelin' ship-shape with me new voice chip, I am." It turns out Orbot gave Cubot a pirate voice chip, which mean he's speaking in pirate now. "Ah-beggin' yer pardon, Squire, but me and my matey are going to sail off an' search fer that lubber Sonic and his mates. Arr!" He saluted before leaving the lab room.

"I think that's the wrong chip." Orbot stated as Eggman got back on his chair.

"Really? Are you sure he doesn't normally speak in pirate?" Eggman asked in an annoyed tone. He wasn't sure if the cowboy was worse that pirate, but the voice is still annoying to him.

"On the bright side, he's much more exotic now." Orbot replied.

"Just go find him and fix that chip!" Eggman ordered Orbot as the red robot nodded in response and left the room to find Cubot. Eggman sighed as he went back to focus on his secret weapon. "Shortly, I will have no need for those idiots. In just a few hours, Sonic's world will be under MY control. When it is, it will be the crown jewel of my amusement park; the GREATEST amusement park in the universe. And I might also do the same with RWBY's world as well for interfering with my plans too while I'm at it." He began laughing evily again until there was a crack on his body. "Ouch. I think I gloated so hard. I pulled a muscle..."

Eggman's P.A. Announcements

Announcement 1

Dr. Eggman: Attention, the muscle atrophy simulator is not open today, we apologize for this inconvenience but we would not be able to find the strength to open it.

Yang: Really? How heavy was it?

Ruby: Yang, are you willing to try and lift the simulator yourself?

Yang: What? That's not what I said... right?

Announcement 2

Dr. Eggman: We seem to be losing pressure on level 17. Please hold your breath against the harsh vacuum of space until you pass out from oxygen starvation. After that, you won't care. Enjoy the ride!

Weiss: I'M PRETTY SURE EVERYONE WOULD CARE, INCLUDING MYSELF!

Blake: Yeah... I'm not gonna go near this ride...

Announcement 3

Dr. Eggman: The Hyper-Sleep Ride is now open! Remember, the Hyper-Sleep Ride is not recommended for pregnant women, or anybody who isn't willing to be asleep for 3 years.

Blake: I doubt anybody would want to miss things after 3 years.

Yang: Still, I wonder what things would be like after sleeping for 3 years.

Ruby and Weiss: Yang, No!

Announcement 4

Dr. Eggman: Please note any mutant powers came from riding the attractions here at the park, are the express properties of Eggman Industries, and must be used in the service of Eggman and his schemes.

Sonic and Team RWBY: As if we would ever work for you!

Announcement 5

Dr. Eggman: Rocket your way to the lunch pad for a fine dining experience! You'll have a blast! It's fun for the whole family. Please no old people or children.

Yang: DANGIT! I was going to use those puns!

Sonic: Looks like he beat us to them.

Yang: You'll pay for this, Baldy McNosehair! But first, FOOD!

Announcement 6

Dr. Eggman: Attention guests, if there is anyone here who has experience with aerospace technology, specifically upper orbit theme park gravitational control systems, please report to the main office immediately! Thank you.

Ruby: Whoa, what happened to him with that last part?

Weiss: He sounded very scared and serious when he said that.

Blake: We should probably be careful if anything bad happens.

GL: Phew! That took longer than expected, but geez, making Ruby be mind-controlled was a bad move for me, but I wanted add some good symptoms to it so I had to. No hard feelings right? Anyway, now that Starlight Carnival is done, time to go to Planet Wisp. See you in the next chapter!