This takes place somewhere between Tails' and Rouge's story in "Sonic Battle." During Tails' story, there's a part in the beginning where Tails seems upset how much time Sonic spends with Emerl. Since this is before Emerl gets his loveable personality, I thought it'd be the perfect time and place for Tails to display a little bit of jealousy. Even though, personally, I love Emerl and SB Tails doesn't seem like the jealous type... Anyway, this is an exchange he has with Knuckles during one of Sonic's K.O. Battles...

Holy Summit was usually quiet, even on its tourist days, but today the calm atmosphere had been interrupted. Hoots and cries and the sound of metal clanging against rock echoed all around, filling the air with a ruckus that had managed to scare off all wildlife.

Tails sighed, watching as Sonic -and his new 'baby', Emerl -battled it out in the ruins. Fists and feet were flying in the dusty 'arena' that Knuckles had pieced together a few years back, and all Tails could make out were a few blurs of blue and gold. Sonic had offered to let Tails spar with them, but as usual, he'd turned him down. K.O. battles weren't his thing...

He sucked in a deep breath, then smiled a little. The crisp mountain air tasted cleaner than the air down in Emerald Town, despite how close the two were, and he inhaled again.

"Keep it up and you'll get light-headed." A familiar voice warned. Tails looked up, relaxing when he saw Knuckles walking up behind him.

"Hi, Knuckles." The echidna nodded in greeting, taking a spot standing next to the fox, arms crossed over his chest.

"What's going on here?" He grunted, gesturing toward the ruins. Tails looked down and frowned, ears lowering a bit.

"Nothing much... Just Sonic and Emerl, duking it out..." he smiled weakly up at the echidna. "Sonic got bored of fighting on the beach, and my lab was too small, so he decided to come here. Sorry if they disturbed you." He apologized in advance for his friends, and Knuckles grunted again, a 'What are you gonna do?' look on his face.

"Why're you sitting up here, all by your lonesome? Sonic dump you?" Knuckles teased, and Tails scowled, ignoring the echidna best he could. Knuckles didn't know it, but in Tails' mind, he wasn't far from the truth.

Ever since Sonic had discovered Emerl on the beach last week, things had been strange for Tails. He hadn't seen much of his friend lately, other than the hedgehog's routine "Robot Check-Ups". I guess with Emerl around, he doesn't have much time for me... This thought left a weight sitting on the fox's chest. This weight wasn't new, though. In fact, it had been there for awhile; it'd been growing over the week. If Tails recalled, he'd first noticed it on Emerl's second day with them...

"Knuckles?" He asked suddenly, surprising himself. the echidna looked down, raising an eyebrow at him. "Can I... Talk to you about something?" He was looking him in the eyes now. Knuckles rolled his eyes at the fox's mannerisms.

"Since when do you need permission?" Tails took this as a yes.

"Something about Emerl and Sonic is bothering me." Knuckles eyes rolled around in his head, and Tails shrunk down a bit, embarrassed. "Knuckles! This isn't a bunch of techno-babble! I swear!" Tails noted the distress in his own voice as he spoke, and it only left him feeling more desperate. Luckily, Knuckles noticed too. He spared the kit a more serious look.

"Alright, alright. What's up? What about the scrap-heap is bugging you?" He asked. His tone was less caring than Tails would have liked -he sounded impatient, and Tails' confidence wavered. Sighing, he turned away, not wanting to see the irritated look in his friend's eyes.

"It's not that I don't like Emerl," He began, Knuckles' gaze making him nervous, "It's just... I don't know. It's hard to explain. But, whenever I see them -him and Sonic, playing down at the beach... I feel all... Weird." He explained, kicking his legs dejectedly. "Bad weird." He glanced hopefully at Knuckles, and the echidna gave him an odd look.

"What do you want me to do about it?" Tails blinked, surprised.

"I-It's not that I want you to do anything. I just..." The kit sighed, his ears flattening against his head. "I don't even know... I just wanted to tell someone, and Sonic won't slow down enough to listen, so..." He paused, looking warily at Knuckles.

"So I'm the next best thing?" The echidna smirked. Tails shrunk down a little bit, worried that he might take it the wrong way. He knew Knuckles hated being compared to Sonic, and the last thing he wanted was to make him angry -if that happened, having no one to talk to would be the least of his problems...

"No, it's not like that-" The fox attempted to correct him, but Knuckles waved his hand in a dismissive fashion.

"Calm down kid, I was just joking." He chuckled. Tails nodded weakly, forcing his gaze back to Sonic's "game" with Emerl and keeping it there. Sonic's foot collided with the robot's chest, sending it flying across the field and into a ruin, making a loud, metallic 'clunk' sound. Tails sighed, eyes dropping to his shoes.

He'd never found the point of K.O. battles. When he was little, Sonic would never let him play -he didn't want a little kid running around getting pounded -and when Tails was finally old enough to take part in the "Game", he'd realized it wasn't very fun. Having someone beat you unconscious ten times in a row? No thanks. He'd left his first time "playing" Sonic in a K.O. battle crying, and the hedgehog had spent the rest of the day apologizing, trying to convince the kit that he didn't hate him. After that, their violent games were few and far between.

From beneath his bangs, he glanced over at their battle, just in time to see Sonic take a metal boot in the face. He winced, looking away again. Nope. K.O. battles were no fun.

"The two of them are joined at the hip..." He murmured, voice small. He had forgotten that Knuckles was there, until the echidna replied.

"You feel like you're being replaced." It wasn't a question, but a statement. Tails' head shot up and whirled to face him in surprise, but Knuckles wasn't even looking at him. He opened his mouth, millions of protests racing up his throat, but when Knuckles' head turned, the seriousness in his eyes sent that denial trickling right back down. Ears lowering, he shrugged weakly.

"Maybe a little..." He admitted, his tails curling over his legs. He distracted himself by pulling at loose bits of fur on them. He didn't have to look to know Knuckles was staring at him. He felt his gaze burrowing into him, and he could almost hear the echidna chiding him. You wanted to talk to someone, didn't you? Well, now's your chance. Don't tell me you're just going to sit there and ignore it some more? Sighing, the little fox lowered his head and took the plunge.

"Ever since Sonic found Emerl, he's been more interested in him than me." It came out hurriedly, and he peered nervously at Knuckles. The echidna's gaze remained unchanged, he was still watching him, silently imploring him to continue. "All they do is play that stupid K.O. battle game, and the only time Sonic ever comes to talk to me is to ask if I've found anything new about Emerl. Then he'll just go." In truth, there had been a few times when Sonic had asked if he wanted to join their battle, but the hedgehog already knew that Tails hated that game, and so the fox's reply was always the same. Tails could feel a thick pain throbbing at the back of his throat, and he swallowed, trying to get rid of it. The last thing he wanted to do was start crying in front of Knuckles. "I know he wants to teach Emerl new skills and stuff, and I know he's having fun with all this, but..." But... he didn't know. His voice caught, and he bit his lip, not daring to continue out of fear that he might burst.

Memories of a time before Sonic snuck into the fox's mind, fears and thoughts he'd never told anyone crept past his weakened barrier, and he sniffled, trying to force the obstruction in his throat down. Maybe it was silly to get this worked up over a robot, but having Sonic ignore him like this was too much for the kit to take.

"He's like a kid with a new toy." Knuckles muttered quietly, arms crossing as he looked down on the ruins, removing his gaze from the despaired fox. Tails bit his tongue, watching the echidna, waiting. A kid with a new toy. Did that make him an old toy? He didn't like that thought. Toys got broken. Toys got thrown away.

"But kids get tired of new toys pretty quick." Knuckles continued suddenly. Tails blinked, waiting for a conclusion. "Because toys break or get lost," The echidna glanced down at him, a serious look on his face. "And because there are things that matter more than toys." Tails stared at Knuckles in amazement. So much for 'Knucklehead.' The echidna had a firm gaze fixed on the little fox, one that dared him to question or even look away.

"Toys are toys. They're things. But friends -friends like you and Sonic -stuff like that is important. It's real." Again, Tails listened to the echidna's uncharacteristic wisdom with a sense of awe. "Sonic will get over his little robot fad, Tails. And when he does, he'll remember what's important. Alright?" Knuckles smiled slightly, and the stone in Tails' throat softened enough for it to slide down. Smiling back, he nodded.

"Right." He replied, finding his voice again. "Thanks, Knuckles..." The echidna smirked. This spout of wisdom wasn't something Tails had ever expected from any of his friends, especially not Knuckles, but after this, he knew the next time someone called Knuckles "Knucklehead", he'd defend him.

"Isn't that a little deep for you?" He asked. Knuckles shrugged.

"I have my moments." He grinned. "But, if you tell anyone about this little conversation," He warned, "I will tie your tails in a knot and toss you off of Angel island. Capiche?" Tails grinned. The weird feeling in his chest had gone away, or at least most of it had, and he beamed up at the echidna.

"Got it."

There you go. I was very nit-picky with this. If it seemed too drabbly, please let me know. And as for Knuckles' "Wisdom", well... I prefer the more clever, Archie Comic-verse Knuckles to the game-idiot that he has become. Especially in Rivals and Colors. God, Knuckles is such a doof now! Why SEGA, whyyyy? Any concrit, comments, anythings, please review! We are standing by at all times to take your call ^_^