A/N: This takes place shortly after Sonic Heroes.

Disclaimer: Sonic Team owns everything in this particular fan fiction except for the plot.

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Metal Sonic watched his counterpart from the top of a high building. It was a rainy night, so he knew he was safe from Sonic's view. Sonic was so wrapped up in a battle with one of Eggman's obsolete robots, which completely diminished Sonic's chances of noticing that his robot counterpart was watching him intently.

"I failed," the robot said to himself, not nearly loud enough for Sonic to hear. He was referring to a few months previous when he had single-handedly tried to overthrow Eggman and create his own robot empire. He had failed, of course, at the hands of his counterpart, regardless of being in an upgraded form. Sonic had left him lying in a shut down heap, as if he was just any other robot. Metal Sonic had woken up days later, all alone. No one had stayed behind to make sure he would be okay.

They all had left him to rust.

He was shocked to discover that even Eggman had left him. It surprised him that Eggman hadn't even bothered to make some modifications. Eggman had always modified Metal Sonic in some way whenever he had failed in the past, but this time Eggman had left him to rust.

Metal Sonic had woken up days later, alone in a sea of fallen robots aboard one of Eggman's pointless airships. The airship had crashed into the ocean and had been floating along for days, being pushed and pulled by the waves. It had taken him another few days just to get back to land and by then he was considerably weaker.

Luckily for him, getting recharged was as easy as breaking into one of GUN's highly vulnerable locations and stealing supplies. Besides, killing the guards who had been too stupid to give in brought Metal Sonic much joy. He had found that killing people and destroying their worthless creations felt very good.

And now he was in Station Square, atop one of the highest buildings, watching Sonic wage a battle against a particularly tough robot. Of course he knew Sonic would win. Sonic always won.

"I loathe you," Metal Sonic said in his usual monotone voice. Sonic hadn't taken notice, still wrapped up in his battle.

Dodge. Ball mode. Hit. Back off. Dodge...

Sonic had many bleeding cuts all over his body, but not one of them was serious enough to hinder him in any way. He still had the upper hand against the robot, which had begun to leak oil. It swiped at him with large, spiked, flail-like arms, but Sonic merely jumped over them and attacked the robots core.

"I want to kill you," Metal Sonic stated venomously. He pulled his cape closer to his body, trying to deflect some of the rain even though the fabric was soaking wet. The cape was tattered now anyway, especially after the "Metal Madness" transformation he had gone through. He had found the cape shortly after waking up and decided to keep it. It had to have some use...

Below, the robots flail-like arms nearly hit Sonic, reacting to him attacking its core yet again. Sonic jumped however, and the robot ended up totaling itself. Sonic stood over it, not yet triumphant, checking to see if it still had the energy to fight. The robots single red eye flashed on and off rapidly before finally dying out for good.

"Why won't you die?" Metal Sonic wondered, staring intently at his counterpart. He wanted nothing more than to wring Sonic's neck, to stifle that fools existence, but he knew better than to do that now. Sonic was on an adrenaline rush right now, completely pumped up for fighting. Sure, he was weakened a little, but he was prepared to kick more robot tail if he had to. It would make more sense to get him while he was relaxed or asleep, Metal Sonic reasoned.

Sonic smirked triumphantly, sporting his usual "I'm the hero and I'm not gonna hide it" stance.

"Yeah, that wasn't so hard!" Sonic scoffed. He was so proud of himself that he failed to notice another, more lethal, robot approaching silently from behind.

"Sonic, you fool..." Metal Sonic muttered, sure that the blue hero would notice the new robot and narrowly avoid being impaled. Sonic had a knack for doing things like that.

But Sonic wasn't taking notice. He was so exhausted from the previous battle, even though he tried to keep it hidden. Metal Sonic felt something almost like dread wash over his robot body as the new robot got closer and closer to his counterpart.

"Look out, you fool!"

Sonic didn't seem to hear him. The new robot lifted a blade-like claw into the air, prepared to strike at any moment. Without realizing what he was doing, Metal Sonic leaped onto the other robot, nearly impaling himself in the process. Sonic turned around, shocked.

"M- Metal?" the blue hero asked, panting a little as he spoke. He sounded as if the wind had been knocked out of him.

Metal Sonic chose to ignore his counterpart for the time being in favor of ripping out the new robots insides. He refused to allow this other robot to escape only to kill Sonic another day. There was only one robot worthy of killing Sonic.

Metal Sonic stood up after he had finished, starting at Sonic fixedly. Sonic stared back, seeming confused, frightened, and thankful all at the same time.

"You... saved me," Sonic said, dumbfounded. "But why?"

Metal Sonic rushed forward at a speed only Sonic himself could rival. The robot held the hedgehog's throat tightly with clawed hands, causing Sonic to first flinch and then to try to get away.

"Allowing you to die at the hands of one of my former masters worthless pieces of junk would not have done anything for me," Metal Sonic explained icily. He let go of Sonic's throat, for which the hedgehog was grateful, before continuing. "I am the only being worthy of killing you. Allowing you to die just then would have been a waste."

Sonic smirked, which annoyed his robot counterpart greatly.

"If that's the case, why aren't you killing me right now, Metal?"

Metal Sonic felt a twinge of annoyance the moment he heard the pet name. He hated that Sonic treated him as a friend when they were enemies.

Without realizing what he was doing, Metal Sonic slapped his counterpart's face with enough force to knock him down. He stared down at Sonic coldly as the hedgehog rubbed his stinging cheek.

"I am not ridding myself of you because it would be pointless," Metal Sonic explained. "You are in no shape to fight with me now. You deserve a fighting chance when your end finally comes."

Metal Sonic turned and walked away, his cape blowing against his ankles as he walked. He was still furious at his enemy for leaving him to rust, so now he was returning the favor. He would leave Sonic with a death threat, a stinging cheek, and confusion.