INT    FREEDOM FIGHTER BASE    LIVING ROOM    TIMELESS

A joint is quickly burning down at the right side of the screen.  Pans right, showing
KNUCKLES deeply inhaling on the joint, which is burning down at a fast rate.  He sucks
it down till there is about a centimeter of paper left.  He puts his hand down, and deeply
exhales a large amount of pot smoke.  He then begins laughing for no apparent reason. 
He drops the joint on the floor and steps on it.  SALLY (who is the only other person in
the room at the time) looks over to him. 

SALLY:
You're crazy, man.

KNUCKLES:
(stoned out voice) Your turn, Sally.

SALLY:
(passive voice) Ah, suck a dick.

KNUCKLES:
(same stoned voice, pointing while speaking) Fine, be that way.

Knuckles takes another joint out of his coat pocket, and puts it in his mouth.  He takes
his lighter out of his pocket and lights up.  He deeply inhales, and accidentally inhales
the entire joint.  He suddenly makes a gagging gesture and coughs up smoke.  He makes
his hand into a fist, and hits his chest, coughing up more smoke.

INT    DR. WARPNIK'S FORTRESS    COMP. ROOM    TIMELESS

DR. WARPNIK is sitting at a desk in a large room.  He is holding a box of Cracker
Jacks.  A BADNIK with a videotape in his hand runs into the room from a door behind
Warpnik.  He stops a few feet away from Warpnik (who still has his back turned, and in a
chair).

BADNIK:
(frantic voice) Oh my God!  They killed Robotnik!

WARPNIK:
(suddenly spins around in chair, pulls a pistol from his belt) You bastard!

Warpnik fires at the badnik's head, putting a hole in his head, splattering blood out the
back and front of the badnik's head.  The badnik quickly falls down dead.  Another
badnik walks in.  He looks down at the dead badnik, then up at Warpnik.

BADNIK:
Dr. Warpnik, he didn't do it.

WARPNIK:
(replaces pistol) Ah, I know.  I just never liked him.  Wait a minute...Robotnik's dead?
(looks down and sees the videotape the badnik had)  What's this?

Warpnik picks up the tape and walks over to a video player.  He puts the tape in and
presses play.  DR. ROBOTNIK appears on the screen shortly. 

ROBOTNIK:
VIDEO: Hello brother.  If you are watching this tape then chances are that my efforts to
rid myself of the freedom fighters has failed and I am most likely dead.  Upon this turn
of events you should begin construction of project AKO as we have planned.  The
construction plans are in the safe in the basement of my fortress.  The basement was
constructed as a bomb shelter so it should be fine.  Now, here is the combination of the
safe.  Left 82, right 19, left 69, right 46, and left 22.  The fate of out plan is now in your
hands.  Good luck.

The screen is then filled with loud static.  Warpnik turns the monitor off. 

WARPNIK:
 (harsh tone) So it begins.  I will have my revenge (suddenly mild tone) but first I'm
gonna snag me a Charleston Chew.

Warpnik stands up and exits the room. 

INT    MEDIA PLAY    EARLY AFTERNOON

Sally is standing in the movie section wearing a brown trench coat.  She looks around
and sees no one watching.  She picks up Blade off a shelf.  She takes the white tab off the
box and sticks it under the shelf.  She puts the movie in the coat.  She does the same with
The Evil Dead and Desperado.  She then walks over to the PC games.  She looks around
and takes "Tomb Raider II Gold" from the shelf.  She takes the white tab off and sticks it
onto another game.  She puts the game into her coat.  She then begins walking towards
the exit.  She looks over and sees a cashier talking to a security guard and looking over
at Sally periodically. 

SALLY:
(whispers to herself) Oh shit, that can't be good.

She keeps walking towards the exit.  As she nears it three SECURITY GUARDS walk up
behind her.

GUARD #1:
Excuse me, could you-

SALLY:
(without turning) Fuck!

She drops the coat and runs out the door.

GUARD #2:
Damn!  Let's go!

They all take off after her. 

EXT   SUBURBAN ROAD    EARLY AFTERNOON

Sally runs down the sidewalk with the police a few yards behind her.  She takes a right
turn at the end of the sidewalk and runs down a neighborhood street with houses lining
both sides of the streets, and forest behind the rows of houses on both sides.  The police
begin to get closer.  Sally sees a fence about ten feet high, and a barbwire edge going
inwards about half a foot.  She runs towards the fence.  When she is almost right in front
of it she leaps up and puts her hands on top of the fence.  She pulls herself up onto it and
runs and jumps to the roof.  She lands in a crouched position, then stands up, runs, and
jumps to the next roof.  She continues doing that.  The police arrive at the first fence. 
One jumps and grabs the fence and pulls himself up.  He runs and jumps towards the
roof.  He slams his chest into the side of the roof and falls to the ground.

GUARD #1:
Ahh, shit...

The second guard climbs the fence and successfully leaps to the roof.  The third officer
does the same.  The second officer begins to run towards the next roof.  When he gets to
the edge he trips on the gutter and does a front flip forward off the house, over the next
five-foot fence, and crashes right through a picture window.  He...

INT    SUBURBAN HOME    EARLY AFTERNOON

 ...lands in a living room with a MAN and a WOMAN sitting on a couch.  The man
stands up in surprise.

MAN:
What the hell's going on?!

GUARD #2:
(trying to get up) Ohhhh...

MAN:
(begins walking to a stand with a phone on it) I'm calling the police.

GUARD #2:
(pissed off, pain filled voice) I am the fucking police!

The guard picks himself up and stumbles out the front door.

EXT    SUBURBAN ROOFTOPS    EARLY AFTERNOON

The third guard is steadily running and jumping from roof to roof, only a few houses
behind Sally.  There is a large big rig truck driving down the road towards them. 
Suddenly Sally jumps off the right side of the house she is currently on, and lands on the
truck as is drives down the road.  The guard jumps from the rooftop he is currently on
and towards the oncoming truck.  He lands a few feet short of the truck and hits the
pavement.  The guard looks up and sees Sally sitting on top of the truck, waving.

GUARD #3:
(slams fist on ground) Damn!

INT    FREEDOM FIGHTER BASE    LIVING ROOM    EARLY AFTERNOON

Everyone (except Sally, obviously) is sitting in the living room watching TV.  SONIC,
TAILS, and KNUCKLES are on the couch and ROTOR is in a chair.  A car is heard
driving up.  BUNNIE walks in the door.  Everyone turns and looks at her.

SONIC:
Hey, Bunnie.  How's your uncle doin'?

BUNNIE:
He's fine.  Antoine is still visiting whatever relatives he was going to see.  He should be
back soon.  Hope he isn't, though.

TAILS:
Antoine sucks.  He starts too much shit with everyone.  We should never have taken him
in.

BUNNIE:
Yeah.

INT    FREEDOM FIGHTER BASE    LIVING ROOM    MID-AFTERNOON

ANTOINE is now at the base, sitting in a chair in the living room.  Bunnie is also sitting
in a chair in the living room.  Rotor is not in the living room.  Sally walks in.  She sits
down in a chair.  Tails turns to her.

TAILS:
You get the shit?

SALLY:
No, the cops caught me, so I had to lose all the shit so I could get away.

ANTOINE:
(looks at Sally with a snooty expression) You stupid little girl, fu tois.

SALLY:
(looks at Antoine) Suck a dick.

ANTOINE:
You stupid little girl, you're a stupid little bitch.

SALLY:
 Suck a fucking dick!

Rotor's voice is heard from the exercise room.

ROTOR:
Shut the fuck up Antoine!

ANTOINE:
(turns in direction of exercise room) Fu tois!

Rotor walks out of the exercise room and stands in front of Antoine, who is still in his
chair. 

ROTOR:
(looking down at Antoine) Wanna start somethin' bitch?

SONIC:
Okay, everyone calm the fuck down.  Antoine, mind your own shit.  Rotor, good job.

Rotor sits down in a chair. 

ANTOINE:
(stands up) I'm going to watch "Yan Can Cook" in my room.

He walks upstairs.

KNUCKLES:
Man, he's never gonna get a girl.

SALLY:
Of course not, he's an annoying snooty French dude, no one likes him.  Wish we hadn't
taken him in those few years ago.

BUNNIE:
Well, we didn't know he was a bastard.  But still, we take his money that he gets from his
job.

SALLY:
Good point.

SONIC:
Nice back story, you two.

Sally and Bunnie simply give Sonic strange looks.  Tails picks up the remote and turns
on a porno channel.  All the dudes are watching attentively.  Sally and Bunnie are just
leaning back in their chairs. 

TAILS:
Uh, well...Hey guys, do you think all the badniks are dead, or something?

Sonic shrugs.

SONIC:
I dunno.  What the hell does that have to do with anything?

TAILS:
Who cares?  The question remains.

SONIC:
(passively) I don't freakin' know, go out on patrol and see, or something.

TAILS:
Okay.

Tails gets up and leaves.

SONIC:
What the hell is the deal with that kid?

No one responds.

INT    FOREST    MID-AFTERNOON

Tails is walking through the forest. 

TAILS:
(to himself) Well, if anyone was around I would have seen them by now.

Tails looks to his right and sees something glinting in the distance.  Tails begins to fly in
its direction.  He gets to the spot where he saw it and lands.  He looks around.

TAILS:
What the hell was that?

A MINDLESS AUTOMATON smashes through the trees behind Tails.

TAILS:
(quickly turns) Holy shit!

Tails turns back around and starts to run, but trips on a root, snagging his foot where he
can't get it out very good.

TAILS:
(looking up at automaton) Shit!

The big robot advances on Tails.  Suddenly a spray of bullets is being fired at the
automaton.  A DRAGON with two hi-tech guns drops out of the sky, still firing.  The
dragon lands and pauses a second to set a dial on the guns.  He then aims them both at
the automaton's chest and fires them both simultaneously.  The chest of the robot then
explodes into shards, and the remains of the robot collapses.  The dragon twirls his guns
around and sticks them in his pockets.

DRAGON:
(looking down at robot remains) Du bist ein sheiss koff.

The dragon turns to Tails.  He extends his arm to Tails.  Tails grabs it, and the dragon
helps him up.  Tails brushes himself off, and looks up to the dragon.

TAILS:
Thanks.

DRAGON:
No problem.

TAILS:
By the way, my name's Tails.

DRAGON:
I'm Till.

TAILS:
Well...Those are some damn sweet guns.

TILL:
They were custom made.

TAILS:
Oh.  Hey, where have you been at?  I never saw you before.

TILL:
I've been hiding out in the woods here ever since robots destroyed my house.  I managed
to escape safely to here.

TAILS:
Well, you can probably stay with me and my friends.  And Antoine.

TILL:
Okay.

Tails and TILL both begin walking through the forest.

INT   FREEDOM FIGHTER BASE    LIVING ROOM    MID-AFTERNOON

Tails walks in with Till next to him.  They walk into the living room.  Everyone looks to
them (Antoine isn't there). 

SONIC:
Who the hell's that?

TAILS:
His name's Till.

TAILS:
(looks to Bunnie) Till, that's Bunnie.

BUNNIE:
Hi.

TAILS:
(looks at Sally) That's princess Sally.  Just call her Sally, though.  Technically she isn't a
princess anymore, she's just a hot chick with big boobs.

SALLY:
Hey.

TAILS:
(looks at Sonic) That's Sonic.

SONIC:
Hey, dude.

TAILS:
(looks at Knuckles) That's Knuckles.

KNUCKLES:
Yo.

TAILS:
(looks at Rotor) And that's Rotor.

ROTOR:
Word.

TAILS:
If you happen to see a snooty French guy, that's Antoine.  (looks to everyone) This dude
doesn't have a place to stay, so I told him he could stay here.  That's okay, right?

SALLY:
Sure.

KNUCKLES:
(looks at Till) Come sit down.

Till sits down in a chair.  "Beavis & Butthead" is on TV.  In a few minutes Knuckles gets
up.

KNUCKLES:
 I'm going to the bar.  Anyone else wanna come?

TAILS:
I'll go.

TILL:
Me too.

KNUCKLES:
Okay then.

Till and Tails get up and follow Knuckles out to ...

EXT    FREEDOM FIGHTER BASE    MID-AFTERNOON

...the big black convertible.  Knuckles gets in the driver seat, Till in passenger seat, and
Tails in back.  They drive away.

EXT    BAR    MID-AFTERNOON

Knuckles and friends pull up and get out of the car.  They go...

INT    BAR    MID-AFTERNOON

 ...inside.  They all sit down at the counter.  The WARNER BROTHER'S FROG walks
into the bar, slouched over.

FROG:
(grumbly voice) I need a drink.

Knuckles looks at the frog with an insightful expression.

KNUCKLES:
Hm.

The frog sits a few seats down from Till, Tails, and Knuckles.

TAILS:
(looks up at bartender) I'll have a whiskey.

TILL:
Vodka.

KNUCKLES:
Some really hard shit.

The bartender fills some glasses and hands them to Tails, Till, and Knuckles according
to their orders.  Tails quickly finishes his whiskey.  He puts the glass on the counter and
looks over to his left.  He sees SCORPION sitting at the counter.  His eyes are white
without pupils as they normally are, but are also bloodshot.  He looks over to a beer on
the shelf in the back of the counter a few yards down the row. 

SCORPION:
(thrusts arm out, towards the shelf) Get over here!

A spear shoots out of his hand and stops in front of the beer.  The spearhead opens up
into a grappling hook and grabs the beer. 

SCORPION:
(pulls spear back) C'mere!

The spear flies back into his hand, and the beer is now in his hand.  He opens it, pulls his
mask off, and begins drinking it.  Till finishes his small vodka glass.  Knuckles finishes
his drink.  He is already drunk.  Tails orders a beer. 

TILL:
 (pointing at Knuckles) Can you get me the drink he had?

The bartender comes back with their drinks soon.  They begin drinking them.  A loud
belch is heard from the other end of the counter.  Till looks over and sees BARNEY
GUMBLE with a beer at the opposite end of the counter. 

INT    DR. WARPNIK'S BASE    COMPUTER ROOM    TIMELESS

Warpnik sits in a chair in front of a computer monitor playing solitaire on it.  A badnik
walks into the room. 

BADNIK:
 Doctor Warpnik, sir.

WARPNIK:
(angry voice) What is it?!  I'm on my thirteenth game and I think I'm finally about to win
one.  (at computer) No!  No!  Why a red five, WHY?!

BADNIK:
The automaton that you sent to get the safe was destroyed.

WARPNIK:
(turns to face the badnik, angry voice) What?!

BADNIK:
On its way there I guess the freedom fighters ran into it and destroyed it or something.

WARPNIK:
Damn!  Rally up a group of badniks and go take care of those damn freedom fighters. 
Get me some Cracker Jacks first, though.

BADNIK:
Yes sir.

The badnik leaves the room.  Warpnik turns back to the computer.  After a few moments
of simply staring at the monitor Warpnik suddenly stands up, grabs the chair he was
sitting in, and smashes the computer monitor with it. 

INT    FREEDOM FIGHTER BASE    LIVING ROOM    LATE AFTERNOON

Tails, Till, and Knuckles open the door to the base, and stumble into the living room. 
Sonic looks at them and shakes his head disapprovingly. 

SONIC:
Here we go again.

They three sit down.

SONIC:
I hope you guys didn't drive home.

TAILS:
Nah, we got some guy to give us a ride home.

SONIC:
In your own car?

TAILS:
You fuckin' heard me!

Sonic stands up and walks up stairs, no longer caring.

INT    FREEDOM FIGHTER BASE    LIVING ROOM    LATER AFTERNOON

Sonic runs downstairs.

SONIC:
Dude, there's like, 25 badniks out there, heading this way!

TAILS:
Oh hells no, not again.

Everyone goes over to the gun closet in the corner.  Tails closet in the corner pulls out a
shotgun and a box of explosive shells.  Rotor pulls out a set of pistols with belts of ammo
coming out of the clip holders.  Rotor takes the ends of the ammo belts and sticks them in
his pockets.  Sally takes an M-16 out of the closet.  She also takes two clips and stuffs
them in her pockets.  Sonic pulls out a pair of sawed off Remmingtons.  Till pulls out his
two special guns.  Bunnie converts her robotic hand into a laser cannon.  Antoine has
his PPK which he never uses (private joke).  Knuckles takes out a chain gun with a long
belt of ammo coming from the side of it.  They all...

EXT    FREEDOM FIGHTER BASE    LATE AFTERNOON

...run out the door, shooting (except Antoine).  Antoine hides behind a rock, and
everyone else is jumping around.  Sonic runs by a group of three badniks and nails all
three of them, splattering their heads.  Holding his pistols homie style, Rotor shoots the
shit out of two more badniks.  Sally runs to the side of five badniks.  They turn towards
her and begins firing.  Their bullets are hitting the ground right behind her as she runs. 
She then puts her hands out and dives forwards into a cartwheel.  She is facing the
badniks as she is cartwheeling.  She points the M-16 at them with one of her hands, and
fires at them.  All of the badnik bullets hit spaces between her, and Sally's bullets
connect with all the badniks.  Tails flies up into the air, and starts firing down onto a
group of six badniks.  He gets five of them, one was quick enough to get away.  Tails
stops and hovers while reloading.  The badnik that escaped shoots up at Tails with his
pistol.  Tails does his best to avoid the shots that the badnik fires up at him.  One of the
bullets grazes Tails' shoulder, drawing blood.  Tails clutches his shoulder, dropping the
shotgun.

TAILS:
Ah!

The badnik runs out of ammo. 

BADNIK:
Shit!

Tails swoops down towards the badnik, and picks him up by his shoulders.  Tails flies up
about thirty feet.  He looks at the badnik with a grin on his face.

TAILS:
Can you fly, baddy?

Tails drops the badnik.

BADNIK:
AAAAAH!!

The badnik lands on a patch of jagged rocks, and dies.  Knuckles, Sonic, and Till mow
down all but two badniks, who have no ammo left.  Sonic and Till go up to them.

SONIC:
Out of ammo are we?

BADNIK:
(looks up at Sonic) You'll never take me alive, you son of a bitch.

Sonic quickly smacks the badnik across the face with the butt of his shotgun, knocking
the badnik out.  Till looks at the other badnik. 

TILL:
You gonna come quiet, or do I have to do something similar.

BADNIK:
Fuck you.

TILL:
I see.

Till grabs the badnik's head and smashes his head against his knee, knocking that badnik
out as well.

SONIC:
Let's get these piss heads inside.

They both drag the badniks...

INT    FREEDOM FIGHTER BASE    LIVING ROOM     LATE AFTERNOON

... inside.  Everyone else follows them as Sonic and Till drag the badniks into the
basement.  Sonic switches on a light switch next to the entrance of the basement.  They
throw the badniks into a corner of the basement.

INT    FREEDOM FIGHTER BASE    BASEMENT    LATER AFTERNOON

The badniks stand in the corner, conscious now.  Sonic steps up in front of them with his
shotgun in his hand.  Sonic points the shotgun into the air and fires.  The badniks snap
their heads up. 

SONIC:
Yeah.  Alright you primitive screw heads, listen up.  You see this?  This is my BOOM
stick!  It's a twelve-gauged double-barreled Remmington.  S-Mart's top of the line.  You
can find this in the sporting goods department.  That's right, this sweet baby was made in
Grand Rapids Michigan.  Retails for about a hundred nine ninety-five.  It's got a walnut
stock, cobalt blue steel, and a hair trigger.  That's right.  Shop smart, shop S-Mart.  YOU
GOT THAT?!

The badniks shrink back a little.  Sally walks up to the side of Sonic and looks at him.

SALLY:
The hell was that all about?

Sonic looks at her. 

SONIC:
 I dunno, I just always wanted to say that.

Sonic looks at the badniks. 

SONIC:
Well then...are you going to tell us what the hell's going on, or do you want to die?

BADNIK #1:
Dr. Warpnik is making an army of robots that are programmed to seek you out and
destroy you.

Rotor steps forward.

ROTOR:
(looks at the badnik that was talking to Sonic) Bitch?  Who the fuck this Warpnik foo
be?

BADNIK #1:
 He's Robotnik's brother.  He heard of Robotnik's death and wants to avenge his death.

SONIC:
How does he know it was us that killed him?

BADNIK#1:
He and Robotnik had connections.

Rotor steps up closer to the badnik.

ROTOR:
Where dis bitch at?

BADNIK #1:
Go fuck yourself.

Rotor pulls a pistol out of his pocket and shoots the badnik in the head.  Rotor looks at
the other badnik.

ROTOR:
You wanna be like him?  Then you talk.

The badnik doesn't reply.  Rotor puts his foot on the badnik's chest, draws back, and
shoots four bullets into the badnik's head, splattering it everywhere.  The phone is heard
ringing from upstairs.  Sonic runs upstairs.  After a few seconds he comes back to the
basement entrance at the top of the stairs.

SONIC:
Hey Tails, your bitch is on the phone.

TAILS:
(points at Sonic) Hey...only I can call her that.

He goes upstairs and takes the phone.

TAILS:
 Hey Melissa, how's it goin?  Oh.  That's cool, what time?  Okay, bye.

Tails hangs up the phone.  Everyone comes up from the basement. 

TAILS:
(to Sonic) Melissa's coming over at eight.

ROTOR:
That reminds me, I gots to see my girl tonight.

KNUCKLES:
Yeah, me too.

ANTOINE:
That reminds me, I have to go watch "Yan Can Cook".

Everyone stares at him.  There is a few seconds of silence.

ANTOINE:
...Fu tois!

TILL:
You suck.  Du bist ein sheiss koff.

KNUCKLES:
Anyone want to come check out Robotnik's old place with me, see if any shit's going on
there?  Anyone who wants to come with me, just follow me.

Everyone except Sonic, Antoine and Sally walk towards the door with Knuckles. 
Knuckles turns around to Sonic and Sally.

KNUCKLES:
You two comin'?

SALLY:
Nah, we need to, uh...take care of some stuff.

SONIC:
Uh, yeah.  That's it.

TAILS:
What kind of stuff?

SALLY:
Figure it out, just go.

They all go out the door.  Sonic and Sally look at each other and smile.  They both go
upstairs together.

EXT    ROBOTNIK'S RUINED FORTRESS    LATE AFTERNOON

Knuckles and friends arrive at the still smoldering wreckage.  They all get out of the car
(Rotor's car) and walk up to it.  Tails sniffs the air.

TAILS:
(grimaces) Whew!  This place smells like three day old, moldy diarrhea!

KNUCKLES:
It's probably from all of the dead decaying bodies lying around.  The sun gets to them
quick.  Shit, we need to get rid of the bodies around the base still.

BUNNIE:
Ah, dammit.

TAILS:
We can still check this place out first.

KNUCKLES:
Yeah.

They move forward into the shambles of the fortress.  Tails spots a metal door on the
ground.

TAILS:
(looking down at door) Hey guys, come check this out.

Everyone comes over and looks at it.  Knuckles opens the door and everyone...

INT    ROBOTNIK'S RUINED FORTRESS    BASEMENT    LATE AFTERNOON

...goes down.  In the basement of Robotnik's old place.  Weapons, TVs, and sharp objects
fill the large room, on shelves, and on the floor.  Everyone is looking around in
amazement.  Rotor goes over to a gun rack and takes a BFG 9000 from it.

ROTOR:
Yeah.  The BFG 9000.  When you absolutely gotta kill every motherfucker in the room! 
Accept no substitutes.

Rotor...

EXT    ROBOTNIK'S RUINED FORTRESS    LATE AFTERNOON

 ...brings the BFG and puts it into the trunk of the car, along with an automatic shotgun,
ammo clips, shells, a box of grenades, and an assault rifle.

INT    ROBOTNIK'S RUINED FORTRESS    BASEMENT    LATE AFTERNOON

 Knuckles puts two katanas into his trench coat.  Tails walks over to a rather large safe
in the corner.

TAILS:
Hey guys, come check this out.

They all walk over to the safe. 

ROTOR:
What do you think is in it?

TAILS:
I dunno.  You wanna take it?

ROTOR:
Sure, I guess.  Someone give me a hand with this thing.

Till, Rotor, Tails, and Bunnie grab the safe and begin carrying it upstairs. 

EXT    ROBOTRNIK'S RUINED FORTRESS    LATE AFTERNOON

They put it into Rotor's back seat. 

BUNNIE:
Okay, everyone, let's go.

Rotor gets into the driver seat, Bunnie next to Rotor, Till next to Bunnie, and Tails and
Knuckles squeezes into the back seats.  Rotor starts the car and drives down the dirt
trail.  As soon as they disappear into the forest a DIABOLIC MACHINE emerges from a
cluster of trees and looks towards the direction of which Knuckles and friends were
going. 

INT    FREEDOM FIGHTER BASE    LIVING ROOM    LATE AFTERNOON

Till and Bunnie lug the safe through the door and set it in the middle of the living room. 
Everyone else comes in the door with all of the guns except the BFG.  Tails goes
upstairs.  He goes up to Sonic's door.  He knocks, and then opens it before anyone
answers it.  He walks in and sees Sonic and Sally on the bed, under a blanket, fucking.  
Only their heads coming out the top.  Sonic looks at Tails with a pissed off expression.

SONIC:
 Dude!  Can't you fucking knock?!

TAILS:
I did.  Well, it's not like I haven't seen you guys fucking before, anyway.

SONIC:
Just go away!

TAILS:
Fine.

Tails closes the door. 

INT    FREEDOM FIGHTER BASE   LIVING ROOM    LATE AFTERNOON

Sonic, Till, Sally, Antoine, Bunnie, Knuckles, Tails, and Rotor are sitting around the safe
in the living room.

SONIC:
What do you guys think is in it?

KNUCKLES:
I dunno.  It might be something cool, though.

TAILS:
Let's just blow it open or something.

SONIC:
Nah, dude, there might be something explosive in there, or something that would get
destroyed if we did that.

ROTOR:
So what the hell are we gonna do with this thing for now?

SONIC:
I dunno, but we'll figure something out later.   Let's just leave it be for now.

A loud mechanical humming is heard from outside.  Rotor walks into the exercise room
and looks out its window.  He runs back out into the living room.

ROTOR:
Word!  There's some BIG motherfucker heading this way!

Everyone gets up and crowds around the exercise room window.  There is a DIABOLIC
MACHINE rolling towards the base. 

TAILS:
DAMN!!

Everyone except Antoine gets their weapons and go out the door. 

EXT    FREEDOM FIGHTER BASE    LATE AFTERNOON

The machine stands about 45 feet tall.  Sonic and friends open fire on the robot, and
when their ammo is spent, there are only a few scuffmarks on it.  Tails stutters slightly
when he speaks.

TAILS:
We need...bigger guns.

The robot points his arm at Sonic and friends, and begins to lock on.  Sonic and friends
quickly realize what is happening, and scatter just before the robot launches a missile at
Sonic and friends.  The missile connects with the ground, blowing a hole in the ground
that is about twenty feet in diameter.  Till runs towards the side of the base, and
everyone else runs around aimlessly.  Till comes back holding the BFG.  He aims it at
the robot, and pulls the trigger.  The gun charges up, and releases a green energy sphere
that is about the size of a basketball.  It soars up at the automaton's head.  When it
connects, it explodes, letting out a large blinding flash.  When the smoke clears around
the head of the robot, the head is completely gone.  The machine sits there, lifeless. 
Rotor walks up to the side of the fallen robot.

ROTOR:
I thought not.

Sonic walks up to Till and pats him on the shoulder.

SONIC:
Good work Ted.

TILL:
Till.

SONIC:
Whatever.

They all go...

INT    FREEDOM FIGHTER BASE    LIVING ROOM    LATE AFTERNOON

...back inside.  They see that the safe is gone.

SONIC:
Dude, where the hell did the safe go?

TAILS:
 It was fuckin' stolen!

ROTOR:
How could they have stolen it without us noticing?

SONIC:
I dunno, man.  Warpnik must really want whatever's in that safe.

SALLY:
I have a feeling that it's not good for us, whatever it is.

INT    WARPNIK'S FORTRESS     ROOM    LATE AFTERNOON

A computer monitor shows the dead robot.  Warpnik is sitting in front of it, in an office
chair.  He begins pounding the desk that the monitor rests on.

WARPNIK:
Dammit, dammit, son of a bitch!!

He picks up his Cracker Jacks box from the floor next to his chair, and throws the box at
the monitor, spraying Cracker Jacks all over the place.  Warpnik points at the screen.

WARPNIK:
I'm gonna kill you, Tom Sawyer!

A badnik enters the room from behind Warpnik.

BADNIK:
Are you drunk again, sir?

Warpnik turns around and grimaces.

WARPNIK:
There you are Tom Sawyer!!

Warpnik gets up out of his seat, pulls out a pistol, and charges the unsuspecting badnik. 
Warpnik grabs the badnik by the throat before he can run away.  Warpnik continues
running, screaming all the way, with the badnik's throat clutched in his hand.  Warpnik
raises the gun to the badnik's face, and empties the entire clip into the badnik's head. 
The badnik's head is a bloody mess, barely anything left of it.  Warpnik continues to pull
the trigger, getting nothing but empty clicks.  Continuing to do that, and yelling,
Warpnik finally gets to the back wall, where he slams into it, and abruptly falls over
backwards at the moment of impact.  Warpnik is now unconscious. 

INT    FREEDOM FIGHTER BASE    EVENING

Antoine is in his room.  Rotor is in his room.  Tails in the bathroom.  In a few seconds a
zip is heard from the bathroom, and Tails comes out of the bathroom, holding a Playboy,
and looking refreshed.  He goes into his room.  Bunnie is in a chair in the living room,
watching TV.  Knuckles and Tatum are sitting next to each other on the couch, with their
arms around each other.  Sally and Sonic are doing the same on the other end of the
couch.  Till is lying on the kitchen floor, drunk and passed out, with several empty
bottles of vodka on the table, and one half empty bottle in his hand, which is spilling out
onto the floor.  There is a knock at the door.  Bunnie gets up and goes to answer the
door.  She opens the door, and Melissa is standing there. 

BUNNIE:
Come on in, Melissa, Tails is upstairs.

Melissa comes in.  As she walks into the living room she sees everyone on the couch. 

MELISSA:
(looking towards people on the couch) Hi.

KNUCKLES:
(looks up at her) Hi, Melissa.

Melissa walks upstairs.  Rotor walks downstairs.  He looks at the clock.

ROTOR:
Where the hell is Latifah?  She should've been here half an hour ago.  Damn.

There is another knock at the door.

ROTOR:
 About damn time.

He walks over to the door and opens it.  Latifah is standing there.

LATIFAH:
Sorry I'm late.

ROTOR:
 Come in.

She comes in and they both go upstairs.  Right after that, Tails and Melissa come
downstairs and sit in chairs next to each other.  A few minutes pass.  "Family Guy" is on
TV  Melissa gets up and begins to walk into the exercise room.  Tails stands up and takes
her arm.  He turns her around and pulls her close to his face.

TAILS: 
Gimme some sugar, baby.

Tails pulls her closer to his face, and they begin kissing.  Melissa steps back in a few
seconds.

MELISSA:
Let's go to your room.

TAILS:
You go up, I'll be right there.

Melissa goes upstairs. 

SONIC:
 (looks at Tails) Hey, whatcha guys gonna do?

TAILS:
Just...stuff.

SONIC:
(chuckles) Yeah, figured.

TAILS:
I need some weed first.

SONIC:
Why do you need weed before you fuck?

TAILS:
Hell, I dunno, I forgot.

Tails walks into the exercise room and comes back into the living room with a small, lit
joint in his mouth.  He sits down in a chair. 

SALLY:
(looks at Tails) Kind of a small one.

TAILS:
Don't want to take too long.  I love Mary Jane, but I love Melissa more.

SONIC:
I see.

Tails finishes his joint rather quickly and then goes upstairs.  Tatum turns to Knuckles.

TATUM:
Sounds like a good idea, don't you think?

KNUCKLES:
 Yeah.

They both get up and go upstairs.

SONIC:
(looking around) Dude, what is this?

Sonic then looks to Sally.

SONIC:
No need for us to be left out is there?

SALLY:
 (looks at Sonic) Nah.

They also go upstairs.  Till wakes up and gets off the kitchen floor.  He walks into the
living room and sits down on the couch.  Till looks at Bunnie.

TILL:
Where'd everyone go?

BUNNIE:
(glumly replies) Ah, they all went upstairs.

TILL:
To do what?  Oh, wait, never mind.  Well, I'm still here.

BUNNIE:
(looks at Till, same glum look) Yeah.  Hi.

TILL:
Hi.  Uh...ah shit.  Do you like beer?

BUNNIE:
Yeah.

TILL:
 (slightly more enthusiastic voice) Hey, there we go!  We have something in common.  I
guess.  Ah let's watch TV.

BUNNIE:
 Yeah.

Till picks up the remote and flips through channels.  He stops at an episode of "Mystery
Science Theater 3000".  The movie being featured is Quest of the Delta Knights.

INT    WARPNIK'S FORTRESS    ROOM    EVENING

Warpnik stands in front of the safe.  He begins turning the dial.

WARPNIK:
(to himself as he's turning corresponding to his words) left 82, right 19,
left...sixty...nine, I think.  Right...oh dammit, I forgot.

Warpnik stands up and goes over to the video screen and pushes play on the thing (you
know; the thing).  An episode of "Power Rangers" is being shown.  Warpnik looks at the
screen with an angry expression.

WARPNIK:
 (angry voice) WHAT?!  WHAT IS THIS?!  DAVE!

A badnik runs into the room.  Warpnik looks at the badnik and points at the screen.

WARPNIK:
What the hell is this crap?

BADNIK:
I was taping "Power Rangers".  Why, was there something important on that tape?

Warpnik stands up and stomps over to the badnik with an infuriated expression on his
face.  He grabs the badnik's neck and begins choking him. 

WARPNIK:
(violently shaking the badnik by his neck) That was the combination to the safe you
worthless piece of shit!  Do you know what you've done?!

The badnik doesn't answer.  Warpnik releases the badnik.  The badnik drops to the floor
in a crumpled heap.  He's dead.  Warpnik broke his neck.

WARPNIK:
I'm going to have to find other means of opening this thing now. 
 

INT    FREEDOM FIGHTER BASE    EVENING

The MST3K credits are rolling.  Tails and Melissa come down stairs.  They go into the
kitchen.  Till is asleep on the couch.  Tails and Melissa come back out of the kitchen,
each holding a can of beer, Tails holding two.  Tails opens his and takes a sip.  Melissa
does the same with hers.  Tails set the extra beer on the couch arm for Till.  They both go
back upstairs.

INT    FREEDOM FIGHTER BASE    TAILS' ROOM    MORNING

Tails gets up out of bed in his boxers and goes over to his dresser.  He pulls out blue
jeans and puts them on.  He takes out a blue shirt and puts that on too.  He walks out of
the room and into the bathroom.  Tatum walks out of Knuckles' room.  She is wearing the
same black mini skirt, but is now wearing a black belly shirt.  She goes downstairs.  She
goes into the kitchen.  Till wakes up.  His eyes are still half closed. 

TILL:
(turns to Bunnie, who is barely awake) Is it over?

Till looks at the TV and sees that it is off. 

TILL:
Oh, okay.

He looks to his right and sees the beer on the couch arm.

TILL:
Oh, beer.

He reaches over and takes the beer.  He opens it and chugs it all down in one drink.

TILL:
Ahhhhhhhhh.

He throws the can aside and belches.  Tatum comes out of the kitchen, eating a
cinnamon donut.  She goes upstairs and  into Knuckles' room.  Tails comes out of the
bathroom and goes downstairs.  Sally comes out of Sonic's room in her usual clothes. 
She goes downstairs and sits down in a chair.  There is a knock at the door.  Sally gets
up and goes to answer it.  When she opens the door she is grabbed by a hopping
automaton. 

SALLY:
Ah shit!!  What the fuck?!

It grabs her waist, holding her against his chest, and quickly turns and hops away,
getting out of sight quickly due to its 20-foot hops.  Till gets up and runs to the door.  He
slams his palm on the doorframe. 

TILL:
Fuck!!

Tails is standing behind Till.

TAILS:
That sucked.

Till turns around.

TILL:
We need to get the others.

They both run upstairs.  Till goes to Knuckles' door first.  He opens it.

TILL:
Dude, shit's going on, come on.

KNUCKLES:
What?

TILL:
 I'll explain later, just come on.

Tails goes into his room and wakes Melissa up.

MELISSA:
(looks up at Tails with her eyes half closed) What?

TAILS:
Come on get dressed, some shit just happened.

MELISSA:
(sitting up in bed now) What happened?

TAILS:
 I'll tell you in a sec, just get up.

INT    WARPNIK'S FORTRESS    ROOM    MORNING

There are robotic arms twisting the dial on the safe in an effort to open the safe.  Every
five turns it will pull on the door to see if it opens.  It finally does.  A red light goes off. 
Warpnik runs into the room.

WARPNIK:
Ha ha ha ha!  It worked!

Warpnik grabs the blueprints from the safe and runs out of the room in a very cheerful
manner. 

INT    FREEDOM FIGHTER BASE    LIVING ROOM    EARLY AFTERNOON

Everyone is in a circle in the middle of the living room, and Tails and Till are in the
middle.  Melissa is dressed as she normally is, so is Knuckles.

TAILS: 
Okay, here's what happened.  We were sitting in the living room, and Sally had just
gotten up to get the door.  We heard her yell, and when we got to the door we saw a
robot carrying her away.  We think he took her to Warpnik's place, unfortunately we
don't know where the hell that is.

TILL:
But the robot did leave footprints, so we can probably follow those.

SONIC:
Okay, then, let's go.

TAILS:
But we don't know what he has there.  We have to go there prepared, or we could get
screwed.

SONIC:
 (walking towards the basement) Follow me.

ROTOR:
Why are we going into the basement?

SONIC:
 (stops and turns around) Just follow me, you'll see.

Everyone follows him into the basement.  Sonic goes over to a door in the basement. 
Everyone gathers around it.

BUNNIE:
Dude, that room's empty.

SONIC:
(looks at Bunnie) When was the last time you went in there?

BUNNIE:
I dunno.  About a year ago.

Sonic opens the door.  It's pitch black inside.  He goes in and everyone follows him in.

ROTOR:
 Can't see shit in here.

Suddenly the light comes on and rows of weapons can be seen lining the walls on
shelves.  The long, narrow room stretches down about twenty-five feet, and is about
twelve feet wide.

ROTOR:
Holy shit!

SONIC:
Take what you need.

TAILS:
 How did you get all this shit?

SONIC:
Collected it over the span of this year.  Raided Robotnik's place, took the weapons from
the badniks that we killed, from the gun store, out on adventures.  Shit like that.

KNUCKLES:
 How come you never told us about this place?

SONIC:
 I wanted to keep this place for emergencies only.  If everyone knew about it then they
would be taking stuff from here all the time.  Well, just take some shit.

Everyone then begins taking weapons from the shelves.  Knuckles takes two uzis, a
shotgun, a few hand grenades, an M-16, and ammo clips.  Melissa goes over to a shelf
with a Dancing Scimitar on it.  She picks it up and examines it.  Sonic is next to her,
looking at some weapons on a rack.

MELISSA:
(looking at sword) Where'd you find this?

SONIC:
(turns to Melissa) I found it around the ruins of some ancient city.  I chased Robotnik
there, and I found that.  It's supposed to automatically kill anything you intend it to kill. 
Just throw it, and it does the rest.  You can use it as a normal sword, too.

MELISSA:
Sweet.

She puts it into her coat.  She then takes two pistols and clips.  Rotor takes two pistols, a
grenade launcher, two magnums, and ammo clips, and a box of bullets for the magnums,
and some grenade rounds.  Tails takes two assault rifles, some timed mines, and ammo
clips.  He also takes the BFG 9000.  Antoine takes nothing.  Tatum takes two MP5s with
silencers on them, a hunting knife, a few throwing knives, and ammo clips.  Latifah takes
a flamethrower, an automatic shotgun, flame canisters, and shells.  Till has only his
custom guns.  Bunnie converts her robotic arm into a laser cannon again.  Sonic takes a
shotgun, a chain gun, and ammo for both.  Sonic goes to the door of the room. 

SONIC:
(turns to everyone) Everyone done?

LATIFAH:
 Yup.

BUNNIE:
Yeah.

SONIC:
Okay, let's go.

INT    WARPNIK'S FORTRESS    ROOM    EARLY AFTERNOON

Sally is still being held by the automaton.  Warpnik enters the room.  He walks up in
front of Sally.  Sally looks up at him.

SALLY:
Suck a dick.

WARPNIK:
(disapproving tone) No, no, no, that's for later.

Sally tries to lunge forward at him, but the automaton holds her in place.  Warpnik leans
closer to her.

WARPNIK:
You know what I'm going to do to you, don't you?

Sally shrugs.

SALLY:
Rape me.  Fuck, how should I know?

WARPNIK:
You stupid bitch, I'm going to robotisize you, like Robotnik tried to do to that Rabbit.  If
your damn boyfriend Sonic didn't fuck it up, she would've transformed all the way!

SALLY:
 I know, that's why he stopped it.

WARPNIK:
Hey shut up!

SALLY:
You know what I'm going to do to you?

WARPNIK:
Huh?

SALLY:
Come closer, I'll tell you.

Warpnik leans in closer to Sally.  She suddenly kicks him in the nuts and flips the robot
over her back and onto Warpnik. 

WARPNIK:
 (looking up at Sally) You bitch!

SALLY:
Come get me, fat man.

Sally runs out of the room. 

WARPNIK:
Get off me, you fucking piece of shit!

Warpnik pushes the robot off him and stands up.  He then kicks it in the head.

WARPNIK:
Ow!  Shit!

Warpnik grabs his foot and begins hopping up and down on one foot while holding the
other.

INT    WARPNIK'S FORTRESS    STORAGE ROOM    EARLY AFTERNOON

Sally runs into a storage room and closes the door behind her.  She sees a trunk near the
back wall.

SALLY:
(looking at the trunk) Hmmm...

Sally walks over to the trunk and opens it.

SALLY:
(looking down into the trunk) Nice!

In the trunk are five pistols, and about thirty clips.  Sally takes two of the guns out of the
trunk and puts clips in both of them.  She takes a good amount of clips and stuffs them
into her pockets, and any other place she can put them.  She opens the door and walks
down a long hallway. 

EXT    WARPNIK'S FORTRESS    EARLY AFTERNOON

Sonic and friends arrive at the huge complex known as Warpnik's place.  Sonic, Tails,
Rotor, Sally, and Knuckles get out of the convertible.  Latifah, Till, Antoine, Melissa,
Bunnie, and Tatum get out of the car that Rotor usually uses.

SONIC:
Me and Knuckles will go in the front.  Till, go around back.  Tatum, Melissa, and Tails,
go to the side.  Latifah, Rotor, Antoine, and Bunnie, take the roof.  Okay, let's go.

Everybody goes to their positions.  Sonic and Knuckles stand in front of the door.  The
front door is large and made of steel. 

SONIC:
(turns to Knuckles) Do you think you can bust down this door?

KNUCKLES:
 I don't know.  I'll try.

Knuckles begins to beat on the door with his fists. 

EXT    WARPNIK'S FORTRESS    TILL    EARLY AFTERNOON

Till is going around the back of the complex.  He sees a ventilation shaft on the side of
the large fortress.  He crouches down and removes the panel.  He places it on the ground
next to him.  He then ducks down and crawls into the shaft.

EXT    WARPNIK'S FORTRESS    TAILS & CO.    EARLY AFTERNOON

Tatum, Melissa, and Tails are around the side.  They look up and see a window about ten
feet above them. 

TATUM:
(looking up at the window) Maybe we can get in from up there.

Tails looks to Melissa.

TAILS:
Lemme see your Scimitar for a sec.

She takes it out of her coat and hands it to Tails.  Tails flies up to the window, and
hovers there, while looking in.  He sees no one inside.  He then smashes the window
open with the scimitar.  Tails flies back down.  He gives the scimitar back to Melissa. 
She takes it and puts it into her coat.

TAILS:
Okay, I'll try to fly everyone up through that window, and we'll take it from there.

Tails takes Tatum by one of her hands and flies her up to the window.  Tatum puts her
free hand on the windowsill.  Tails lets go of her other hand, and she puts her other hand
on the sill as well.  She climbs inside.  Tails does the same with Melissa.  Tails then flies
himself through the window as soon as Melissa is inside. 

EXT    WARPNIK'S FORTRESS    SONIC & KNUCKLES   EARLY AFTERNOON

Knuckles is still punching the door.  There are now very large dents in it and it is
bulging inwards with every punch.  The door soon collapses inward. 

KNUCKLES:
(turns around to Sonic) Okay, let's go.

They both go...

INT    WARPNIK'S FORTRESS    ENTRANCE ROOM    EARLY AFTERNOON

... inside.  When they get inside they see a group of badniks in the next room.  The
badniks turn and see Sonic and Knuckles. 

BADNIK #1:
Oh shit!

Sonic pulls out his chain gun and Knuckles pulls out an uzi.  One of the badniks runs
behind a pillar.  The other badniks try to pull out weapons, but Sonic and Knuckles shoot
them all down within a few seconds.  The badnik behind the pillar is talking on a walkie-
talkie.

BADNIK #2:
(speaking into walkie-talkie) Back up!  Send backup!  We're being attacked! We're-

Sonic appears in front of the badnik with a shotgun in his hand.  Sonic shoots the badnik.

EXT    WARPNIK'S FORTRESS    ROOF    EARLY AFTERNOON

Antoine, Bunnie, Rotor, and Latifah are just climbing up onto the top of the roof.  When
they are all on top they look around. 

ANTOINE:
 It is too high here, I do not like it.

LATIFAH:
(looks at Antoine) Ah, you pussy.

ANTOINE:
(looks at Latifah) Fu tois, ghetto girl!

LATIFAH:
 (mutters under breath) Piece a shit.

INT    WARPNIK'S FORTRESS    ROOM    EARLY AFTERNOON

Sally is inside, walking around a large room with pillars in it, looking for a way out.  She
is holding her guns out in her hands, and is walking slowly.  She hears a badnik yell.

BADNIK:
Now!!

About fifteen badniks run out from behind pillars, all with guns. 

SALLY:
 Oh shit!

She dives behind the nearest pillar just as the badniks begin shooting.  She is crouching
behind a pillar, preparing to do something.  When the gunfire stops she looks around the
corner of the pillar and sees them reloading.  She then steps out from behind the pillar
and empties her clips out on the group of badniks, killing all of them.  Sally hears
another badnik yell from up above her.

BADNIK:
There she is!

Sally looks up and sees another wave of badniks running out onto the balcony above her. 
She then runs behind a pillar.  The badniks aim down, but don't shoot.  Sally has a
confused look on her face as she hides behind the pillar.  She peeks out from behind the
pillar, and gunfire begins.  She quickly snaps her head back behind the pillar. 

SALLY:
Shit!

The shooting stops.  Sally reloads her pistols.  She closes her eyes, takes a few deep
breaths, opens her eyes, and runs out from behind the pillar, going to the other side of
the room, while looking and shooting at the badniks on the balcony.  She fires constantly
up at the badniks up on the ledge, who are also firing back at her.  She soon kills all of
the badniks up on the ledge, and makes it behind another pillar.  She looks around, and
sees no more badniks left.  She holsters her guns and leaves the room. 

INT    WARPNIK'S FORTRESS     ANOTHER ROOM    EARLY AFTERNOON

Sonic and Knuckles are now in another room, which is has a row of pillars lining both
sides of the walls, and a large open space in the center of the room.  Knuckles turns to
Sonic.

KNUCKLES:
Shouldn't they have been here by now?

SONIC:
(turns to Knuckles) Don't say that!  You'll jinx us!

A group of badniks charge into the room from a door at the end of the room. 

SONIC:
 Dammit I told you!

They both run behind a pillar as the badniks start shooting.  Knuckles pulls out his two
uzis.  He then prepares to run.  He then runs to the other side of the room, shooting at
the badniks in the center of the room.  He kills four of them.  He reaches the other side,
and hides behind a pillar there.  The badniks begin to move forward.  Sonic runs down
the side of the room, running along behind the pillars.  He pulls out his chain gun, and
shoots at the badniks at every open section of space he gets to.  He ends up getting six. 
Bullets land right in front of him, behind him, and above him, but none actually hit him. 
Sonic gets to the end of the room and hides behind the last pillar.  The badniks turn
around and begin moving in Sonic's direction.  Knuckles runs out from behind the pillar
he was hiding behind.  He lets loose with his uzis, taking down the rest of the badniks. 
He reloads his two guns.  Sonic comes out from behind the pillar.  Sonic meets Knuckles
in the center of the room.

KNUCKLES:
Now that was fuckin' trippy.

A second wave of badniks storms into the room.  Knuckles stares at them in disbelief.

KNUCKLES:
You gotta be shittin' me.

They both quickly run behind pillars as the badniks open fire.  The gunfire stops after a
few seconds.

KNUCKLES:
 (obnoxious yell) Ya missed me!

Sonic loads his shotgun with a few more shells.  He then runs towards the wall.  The
badniks turn their attention towards him.  They begin firing after him.  Sonic runs up the
wall and along it, towards the badniks.  The badniks try to track his movement.  Sonic
then runs straight up the wall and onto the ceiling.  He stops over the badniks' heads,
backflips, and lands behind them.  He shoots one in the head.  They turn around and he
shots another one in the face, then runs towards the wall.  Knuckles runs out from behind
the pillar while the attention of the badniks is on Sonic.  He mows them all down with his
uzis.  Sonic then walks over to Knuckles into the middle of the room again.

SONIC:
You and your automatic guns, man...

KNUCKLES:
Yup.

INT    WARPNIK'S FORTRESS    VENT SHAFT    EARLY AFTERNOON

Till exits through the other side of the shaft.  He looks down and sees that he is about
forty feet up from a glass floor, and doesn't have enough room to spread his wings.  The
glass floor has water about ten feet beneath it.  Till pulls out his guns.  He then jumps
down, pointing his guns at the floor.  He begins shooting rapid fire from the guns at the
floor.  The glass shatters just before Till reaches it.  He passes through the area where
the glass was, and into the water.  He begins swimming down through a short tunnel.  He
reaches the end and surfaces on a sloped area that leads out of the water.  He stands up
and wades out of the water and onto dry land.  When he gets all the way out of the water
he hears a mechanical humming.  He looks around and then a "MEET THE CREEPER"
ROBOT comes around the corner not too far ahead of him.  The robot stands about
twenty feet tall.  Till stares expressionless at it. 

TILL:
Sheisse.

INT    WARPNIK'S FORTRESS    CORRIDORS    EARLY AFTERNOON

Melissa, Tatum, and Tails are roaming around the corridors.  A clinking sound is heard
from around the corner a few yards ahead of them.  They all stop.

MELISSA:
What the fuck is that?

About fifteen PHYREXIAN SPLICERS come around the corner. 

MELISSA:
Shit!

She runs back in the opposite direction and goes through a door on the side of the hall. 
Tatum takes out her two MP5s and puts the straps on her shoulders.  Tails takes out his
BFG 9000.  Tatum begins firing at the oncoming splicers.  Tails discharges the BFG. 
When the smoke clears all of the splicers are destroyed.  Tatum looks at Tails.

TATUM:
Well, that takes the fun right out of it.

TAILS:
(shrugs) Hey, I saved your ammo.  Besides, I couldn't resist.

INT    WARPNIK'S FORTRESS    DARK ROOM    EARLY AFTERNOON

Melissa is in a pitch-black room.

MELISSA:
 Dammit, where the hell am I?

Suddenly a light turns on. 

MELISSA:
...fuck.

The room is filled with about twenty badniks with uzis pointed at Melissa.  She runs to
the left as the badniks start firing.  She dives behind a pile of pipes, which are stacked
high.  She removes the Scimitar from her coat.  She tosses it over the pipes, and at the
badniks.  It begins dancing around on the badniks, cutting up their backs as it twirls
around.  The badniks turn their fire on the Scimitar.  Their bullets simply bounce off it. 
The Scimitar then moves to the next badnik and lops its head off.  Then it goes to another
one and sticks through its chest.  It then flings him onto another badnik, knocking him
down.  Then it goes to one holding his arm out and shooting.  The Scimitar cuts his arm
off, and blood begins spraying out.  The badnik yells and falls to his knees.  The Scimitar
then stabs straight through his head, and lifts up, splitting it in half.  One badnik shoots
at it, and the bullet bounces off, and back into the badnik's forehead.  The last badnik
runs out of ammo and begins to run.  As he is running he doesn't see Scimitar.  It then
comes up from behind, goes around the front of him, and slices open his stomach,
spilling his guts onto the ground.  The badnik falls over in a pool of his own blood.  The
Scimitar ruches back to Melissa and stops in front of her.  She reaches out and takes the
handle in her hand.  As she walks out of the room she wipes both sides of the sword on a
badnik body, and puts the sword back in her coat.  She then walks out of the room. 

INT    WARPNIK'S FORTRESS    ROOM    EARLY AFTERNOON

Till uses up his last few shots of his gun on the robot.  The robot remains unharmed.  Till
drops his guns and then begins taking objects out of his coat and throwing it at the
robot.  He first takes out a ball of foil and throws it.  Then some loose change, a cotton
ball, a piece of paper are thrown at the robot at different times.  Till then takes out a full
bottle of vodka out of his coat.  He prepares to throw it, but then pauses.  He lowers the
bottle, and looks at it, the robot, then the bottle again.  He opens it, takes a sip, then
throws the open bottle at the robot's head.  The bottle shatters on the head of the robot. 
Sparks then begin to shoot out of the robot's head.  Blue electricity begins to sizzle
around him.  It the leans to one side and falls over.  Till looks at it in amazement.

TILL:
 Damn.

EXT    WARPNIK'S FORTRESS    ROOF    EARLY AFTERNOON

Bunnie, Latifah, Rotor, and Antoine walk up to a big window on the roof.  Rotor looks
down at it, then up at Antoine. 

ROTOR: 
Antoine, go through that window, and tell us if it's clear, bitch.

Antoine looks down at the window.

ANTOINE:
Fu tois, I am not going-

Latifah pushes him over sideways.  Antoine falls over into the window and breaks
through and falls to the floor below.  He stands up and looks up at Latifah.

ANTOINE:
Fu tois!!

Rotor and Latifah start laughing.

ANTOINE:

 (pissed off voice) Shut up!  Shut up!

They suddenly stop laughing, and Latifah quickly looks down at Antoine.

LATIFAH:
(pissed voice) You shut up!

INT    WARPNIK'S FORTRESS    STORAGE ROOM    EARLY AFTERNOON

Sally is walking through a storage room filled with badniks.  Then from behind a cluster
of boxes a few yards ahead jump four unarmed badniks.  Sally quickly draws her guns
and points at them.  When she pulls the triggers there is only two empty clicks.

SALLY:
 Shit!

She throws the guns at the oncoming badniks.  One of the guns hits a badnik in the face,
and the other completely misses and hits a box.  The first badnik in the crowd comes at
her, yelling.  Sally then sticks her arm out and clotheslines the badnik, causing him to
flip over her arm and smash into a crate.  Sally reaches behind her and grabs a crate. 
She swings it in a half circle, hitting two oncoming badniks.  They fall back and land on
the ground.  Two more come up to her; one in front and one behind her.  She punches
the one in front, without turning, kicks the one in back, kicks the one in front, spins and
roundhouses the one in the back, and turns around and grabs the one in front by the
neck.  She puts his head over her shoulder and snaps his neck.  The badnik falls down
dead.  The sixth one runs at her.  He jumps in the air at her.  Sally crouches down, puts
her hands on the bottom of the badnik's shoes, and flips him over her and onto a stack of
boxes, knocking them over and smashing them up.  One badnik tries to sneak up behind
Sally.  She quickly turns and grabs his jacket.  With one arm she flips the badnik over
herself, and into the remaining badniks.  They all get back up, except the one that was
thrown, and run at her.  She stands her ground.  She dropkicks the first one, breaking his
neck.  She then grabs the other two by their hair.  She smashes their faces together, then
drops them.  She continues to stand in the middle of the room.  She hears Sonic's voice
from behind her at the other end of the room. 

SONIC:
 Sally!

She turns around and sees Sonic and Knuckles coming into the room.  Sally goes up to
them.

SALLY:
 Well, thanks for coming for me.

SONIC:
Well I-

Sonic looks around the room and sees the unconscious and dead badniks scattered
around the room.  Sonic looks back up at Sally.

SONIC:
 (pointing to badniks on ground, looking at Sally) You do this?

SALLY:
Yup.

SONIC:
 (no longer pointing at badniks) Nice.

She gives her a high five.

SALLY:
Where's the others?

KNUCKLES:
They're here too.  We should probably go look for them now.

INT    WARPNIK'S FORTRESS    STAIRS    EARLY AFTERNOON

Tails, Melissa, and Tatum are walking down a flight of winding stairs.  Melissa is in the
back of the line, Tatum is in the middle, and Tails is in the front.  When they all get to the
bottom of the stairs they see Knuckles, Sonic, and Sally walking towards them, down the
hallway.

TATUM:
(puts hand up) Hey!

KNUCKLES:
(also puts hand up) Yo!

They all meet in the hallway, facing each other. 

SONIC:
Till should be around here somewhere.

There is movement heard above them.  They all look up and see the ceiling cracking. 
They all move out of the way as Till crashes down onto the floor. 

SONIC:
Oh, there he is.

TILL:
 (getting up) Ow, shit, my ass.

Till stands up all the way.

KNUCKLES:
Okay, now we just need to find Latifah, Rotor, Antoine, and Bunnie.  Let's go.

They begin walking down the hallway.

INT    WARPNIK'S FORTRESS    CORRIDORS    EARLY AFTERNOON

Latifah, Bunnie, Rotor, and Antoine are roaming the corridors.  They hear a tapping
sound from around the corner.  Rotor is in front of everyone.  He puts his hand out
backwards, signaling them to stop.  Everyone stops.  Rotor puts his hand down and turns
around to them as the noise continues.

ROTOR:
You hearin' dis shit?

Latifah steps in front of Rotor and takes her flamethrower out.  A blind badnik with
sunglasses and a walking stick walks around the corner, and starts moving towards
Rotor, Latifah, Antoine, and Bunnie, unaware that they are there.  Latifah suddenly
yells.

LATIFAH:
He's got a cane!!

She then lets loose on the badnik with a wave of flame from the flamethrower.  The flame
catches the badnik, igniting him.  Latifah stops shooting.  The badnik is now running
around randomly, bumping into walls, and screaming.  He then runs in the direction of
Rotor and friends and Antoine.  Latifah drops the flamethrower and pulls an automatic
shotgun from her coat.  She then shoots the oncoming badnik several times.  The badnik
falls over and continues burning.  Latifah picks the flamethrower up and puts it into her
coat.  Bunnie steps up and looks down at the badnik's body.

BUNNIE:
You smoked his ass.

LATIFAH:
 Damn right.

Tails is heard from behind them.

TAILS:
Hey you guys!

They turn around and see everyone else approaching them.  They all meet in the
hallway, facing each other.

ANTOINE:
Now that we have Sally back, can we leave.

BUNNIE:
(looks at Antoine) That's the whole damn idea.

ANTOINE:
Fu tois!

BUNNIE:
Yeah, you wish.

Heavy footsteps are heard.  A door opens at the end of the hallway, and a ROBOT that
looks like a SILVER GOLEM steps out.  The door closes behind it, and the robot simply
stands there.  Sonic and friends stare at it.

ROBOT:
(weird roboty voice) I am Iron Man.

Melissa then pulls out one of her pistols and shoots at it.  The robot falls face down after
the first shot, causing a loud clang.  Melissa lowers her pistol, and puts it away.

BUNNIE:
 (looking at the fallen robot) What a pussy.

INT    WARPNIK'S FORTRESS    MONITOR ROOM    MEANWHILE

Warpnik is staring at a large computer screen in shock.  The computer screen shows the
fallen robot.

WARPNIK:
(disbelieving voice) What the hell was that?

Warpnik turns around to the badnik behind him.

WARPNIK:
Release the BFRs.

INT    WARPNIK'S FORTRESS    CORRIDORS    EARLY AFTERNOON

Sonic and friends are wandering down a corridor.  Sonic looks to the others.

SONIC:
Does anyone know the way out?

There is no answer.

SONIC:
Oh great.

They enter a large room.  The only thing in the room is a computer monitor sitting atop a
desk in the corner, and a chair next to the desk.  Rotor goes over to it and sits down in
the chair.  He hits a few keys and a menu comes up. 

SONIC:
What are you trying to do?

ROTOR:
Tryin' to find the blue prints for this place.

Suddenly the blueprints for the AKO project show up on the screen.

ROTOR:
What the hell is this?

Rotor looks it over briefly and reads a small description below it. 

ROTOR:
Oh shit!

SONIC:
What?

ROTOR:
These are blueprints for a bio weapon.  It'll kill off all living organisms within a
hundred-mile radius.

SONIC:
What?!  Why the hell would this guy wanna do that?

ROTOR:
 I think he wants to make the whole area around here into a robotropolis, or something.

TAILS:
And how the hell do you know that?  Did your hair tell you that?  Is your hair an
elaborate database constantly processing information?

ROTOR:
 Shut the fuck up.  That was always Robotnik's dream, so why can't it be Warpnik's too?

SONIC:
Let's just find a map and get out of here, okay?

ROTOR:
Yeah, alright.

Rotor hits a few more keys and a computer map of the complex appears on the screen.

ROTOR:
Yeah, bitch!

Everyone gathers around the computer monitor.

ROTOR:
 (pointing at the screen) From here we have to go through the next two rooms, take a left
down the intersectin' corridor, go down it, and follow the hallway to the right.  That
should take us outside.

BUNNIE:
Cool.

A laser blast is heard.  Everyone looks behind them and see a PHYREXIAN HULK,
YOTIAN SOLDIER, and a BRASS MAN enter the room.  Rotor stands up.

ROTOR:
Who the hell are these motherfuckers?

The hulk fires a shoulder laser at Sonic and friends.  They scatter to avoid the shot. 
Sonic and friends begin running around the room.  Tails pulls out the BFG and nothing
happens.

TAILS:
Dammit!

He puts the gun away in his coat.  The Hulk turns to Tails.  He fires a couple shots a
Tails, who is running around, and misses with all of his shots.  He continues firing at
Tails.

HULK:
 (mechanical voice) Suck it down, you little bitch.

Tails continues running.

INT    WARPNIK'S FORTRESS    ROTOR & LATIFAH    MEANWHILE

Latifah, Rotor, and Sally are shooting deuce pistols at the Yotian Soldier, who has a six-
foot sword in his hand.  Rotor, Sally, and Latifah soon run out of ammo.  They drop their
guns.  Sally runs away, and Latifah and Rotor try reaching for another reaching for
another weapon in their coats.  The robot swings its blade at them.  They quickly jump
back and fall over.  The robot advances. 

INT    WARPNIK'S FORTRESS    BUNNIE    MEANWHILE

Bunnie is firing her laser cannon arm at the brass man.  Unharmed, the brass man
charges at her, head on.  Bunnie extends her mechanical legs upwards, and the robot
runs right under her, and smashes into the wall not far behind her. 

INT    WARPNIK'S FORTRESS    TAILS    MEANWHILE

Tails reaches in his coat for two pistols, and takes them out.  He points them at the hulk
and empties the clips on him, doing no harm at all to the robot. 

TAILS:
(looking at robot as he runs, pissed voice) Will you just fucking die, you heap of shit!!

HULK:
No.

Sonic and Knuckles run up to help.  Antoine stays in the corner.  Tatum and Melissa go
over to help Rotor and Latifah.  Sonic gives an uzi to Sally, who helps Sonic.  Till goes
over to help Bunnie.

INT    WARPNIK'S FORTRESS    ROTOR    MEANWHILE

Rotor takes out his grenade launcher from his jacket.  He aims and shoots at the Yotian
Soldier.  The explosion blows a large hole into the robot's chest.  The robot falls over,
dead.  Rotor puts his arms up in the air in victory.

ROTOR:
Oh yeah!  Who da man!

Knuckles looks at what Rotor did.

KNUCKLES:
Hmm...

Knuckles takes a grenade out of his coat and pulls the pin.  He runs up behind the Hulk. 
Suddenly the Hulk spins around and knocks the grenade out of Knuckles' hand. 

KNUCKLES:
(falls back) Shit!

The grenade flies up and explodes in the air.  The Hulk advances on Knuckles. 

KNUCKLES:
Dammit!

Knuckles turns and runs away, and the Hulk follows him.  Tails takes a timed mine out of
his coat.  Tails then pushes a few buttons on the mine and chucks it at the Hulk.  The
mine sticks to the back of the Hulk.  The Hulk stops in its Tracks.

HULK:
Oh shit.

The Hulk tries reaching back for it, but can't grab it.  He looks to his left and sees
Bunnie a few feet away.  He lunges over and grabs her.

BUNNIE:
(struggling) Aaaah!!  Shit!  Get the fuck off me!!

Sally looks over.

SALLY:
Bunnie!!

The robot presses Bunnie against his chest.

HULK:
You ain't goin' nowhere, bitch!

The robot explodes, in a shower of blood, metal, and oil.  Everyone, even Antoine stares
at where the robot and Bunnie were.  Then they all slowly turn their heads to the brass
man in the center of the room. 

BRASS MAN:
Oh shit.

Tails pulls out an Assault rifle.  Sonic takes out a chain gun.  Rotor takes out a grenade
launcher.  Knuckles takes out his two uzis.  Till takes out his two special guns.  Tatum
takes out her two silenced MP5s.  Sally takes a shotgun from Sonic.  Antoine sits in the
back of the room.  Latifah takes out an automatic shotgun.  Melissa takes out her two
pistols.  They all form a wide circle around the robot and point their weapons at it.  The
robot cowers down into a crouch.

BRASS MAN:
(weak, mechanical voice) I didn't do it!

They all open fire on the robot.  In about fifteen seconds they stop.  When the thick cloud
of smoke clears they can see scrap metal and oil everywhere.  They throw down their
weapons, which have no more ammo left in them.  Tatum looks up and sees a camera on
the wall.

TATUM:
Your ass is grass, you fat piece of shit!

Sonic and friends leave the room.

INT    WARPNIK'S FORTRESS    MONITOR ROOM    MEANWHILE

Warpnik is sitting in front of a computer monitor that shows Sonic and friends leaving
the room. 

WARPNIK:
(looking at monitor) The bitch is really pissed!

Warpnik gets up.

WARPNIK:
(turns to the badnik behind him) Okay, time to release the last of the robots.  Send most
of the other badniks, too. Leave some of them here to assist me on the construction of the
AKO.

The badnik turns around and goes over to a control panel.  He hits two buttons on it. 
Warpnik looks back at the badnik again.

WARPNIK:
Get me some more Cracker Jacks, too.

BADNIK:
(mutters to himself) Ah, you fat son of a bitch.

WARPNIK:
(pissed voice) What was that?!

BADNIK:
I said "I'll get them in a minute."

WARPNIK:
 Oh, okay.

INT    WARPNIK'S FORTRESS    HALLWAY    EARLY AFTERNOON

Sonic and friends are walking down the hallway, the exit door is a few yards ahead.  A
noise is heard from behind them.  They turn around and see about fifty badniks round the
corner of the wide corridor.  They move towards Sonic and friends.  Till steps in front of
Sonic and friends.  The badniks continue walking towards Sonic and friends. 

BADNIK:
(turns to the other badniks) Don't worry, they're unarmed.

Till's eyes turn a burning red color.  Smoke emits from his nostrils.  He inhales deeply. 
He then exhales, releasing a wave of flame.  He incinerates the first twenty badniks.  The
other badniks draw their pistols.  Sonic and friends simply watch in amazement.  Till
spreads his wings, ripping through his coat.  He then jumps into the air and glides
towards the badniks, knocking them all over.  He lands on the other side of the badniks
and retracts his wings.  He then walks through the cluster of fallen badniks, stepping on
some of them, which produces yells.  He reaches the other side and stands in front of
Sonic and friends.

TILL:
Let's go.

He goes...

EXT    WARPNIK'S FORTRESS    EARLY AFTERNOON

... out the door of the complex, and the others follow him.  They all get into the cars they
came to the fortress in.  Sonic gets in the driver seat of the convertible, Sally in the
passenger seat, Tails in the back left, Rotor in the middle back, and Knuckles gets in on
the right side of the back.  Latifah gets in the driver seat of Rotor's car, Till in the
passenger seat, Tatum in the back left, Antoine in the back middle, and Melissa on the
back right.  Latifah drives away first.  Sonic follows them.  When they are gone, twenty
badniks drive out from the side of the fortress in three different cars and follow Sonic
and friends. 

EXT    CITY STREETS    CARS    EARLY AFTERNOON

Sonic and friends are driving towards the city.  Latifah's car is just a few meters ahead,
and they round a corner.  Just when Sonic and friends are about to enter the paved roads
of the city Rotor looks behind him and sees the badniks driving towards them.

ROTOR:
(looking back) Yo, we got some bad ass motherfuckers heading this way.

Sonic looks back as he continues driving.

SONIC:
 Shit!

ROTOR:
 (turns to Sonic) Yo, pop the fuckin' trunk.

SONIC:
(looks back at Rotor) Why?

ROTOR:
 Just do it!

Sonic reaches down.  The trunk pops up slightly.

SONIC:
Okay, there.

Rotor pulls the trunk open from where he is in the back seat.  He takes two pistols out of
the trunk.  The badniks stick their heads out the windows, along with pistols.  They begin
firing.

SONIC:
Everybody down!

Everyone sitting in the car ducks down, and Rotor retracts back down into his seat and
ducks down.  Sonic looks up enough to see where he is going.  He turns around a corner,
and the badniks follow.  Rotor pops up just a little, and shoots out the two front tires of
the badnik car closest to Sonic and friends.  Sparks begin flying all over the road from
the car wheels.  Sonic turns another corner.  When the badniks try to turn the next
corner, the car rolls over to the side a few times.  It then smacks into a telephone pole
and explodes.  The second badnik car is now close to Sonic and Friends' car.  The
badniks use up the last of their ammo, and toss their guns away.  They begin closing in
on Sonic and friends' car, trying to ram it.  Rotor stands up in the back seat facing the
badniks and fire off the last few shots from each of his pistols. The last few shots put
holes in the hood and windshield.  Rotor throws the pistols at the badnik car, which both
bounce off the roof of the car.  Rotor goes back into the trunk and pulls out an MP5.  The
badnik car is now about five feet away from the bumper of Sonic and friends' car.  Rotor
jumps from the trunk of his car onto the hood of the badnik car, with the MP5 in his
hand. 

BADNIK DRIVING:
Holy shit!

Rotor puts his free hand on the roof to keep himself on the car.

ROTOR:
S'up, homes?

Rotor begins firing the MP5 into the car.  Blood stains the window, and seats, and all of
the badniks in front are shot full of holes.  When there is no more ammo left Rotor tosses
the gun away.  Rotor reaches into the car and grabs the steering wheel.  He sharply and
quickly turns it.  Just as the car is about to start flipping Rotor jumps back off the badnik
car and back into his car.  He lands on the trunk, and hops back into his seat.  The
second badnik car is rolling, as the third badnik car, which was right behind the second
car, crashes into it, causing a huge explosion.  They drive around another corner.

EXT    CITY STREETS    BADNIK CAR    EARLY AFTERNOON

A badnik climbs out of the wreckage, bloody, burnt, and bruised.  He stands up and looks
to where Sonic and friends turned the corner.  He looks all pissed and shit.

BADNIK:
You'll pay for this.  Oh, yes, you'll-

Sonic and friends come up from behind the badnik and run him over, crunching him
under their tires.

TAILS:
 (looking towards the ground where the badnik was) Oh, I guess we missed one.

SALLY:
Oh well, we got him now.

They drive away, trailing blood from the tires.

EXT    FREEDOM FIGHTER BASE    MID-AFTERNOON

Everyone is just arriving.  They get out of the cars and go...

INT    FREEDOM FIGHTER BASE    MID-AFTERNOON

... inside.  Everyone sits down in the living room.  Tails puts the BFG under the couch. 
Sonic, Knuckles, and Tatum sit in the couch.  Everyone else sits in chairs.  Knuckles
opens up a box on the arm of the couch.  Out of it he takes some joints.  He takes one
and gives one to Rotor, Sonic, Sally, Tatum, Tails, Melissa, and Latifah.  Antoine sits in
a chair in the corner.  Knuckles turns to Till. 

KNUCKLES:
You want some?

TILL:
No thanks, I prefer booze.

Knuckles shrugs.

KNUCKLES:
Okay.

Knuckles sits down and lights up, as does everyone else who has them.  Sonic picks up
the remote from the other arm of the couch and turns the TV on.  He flips to Comedy
Central, where "South Park" is on.  He puts the remote down.

INT    FREEDOM FIGHTER BASE    LIVING ROOM    EVENING

MELISSA:
We need to get Warpnik as soon as we can, once and for fucking all before he gets that
weapon up and running.

KNUCKLES:
We need some kind of plan.  We got to storm that place and blow his fat ass away.  That
way we'll be sure to destroy the plans for the bio kill weapon thingy-ma-doodle.

SONIC:
We have plenty of guns left, but there isn't much ammo left for them, and that's gonna be
a problem.  Where's the BFG?

TAILS:
I put it on a charger that Rotor made.  But it'll take till tomorrow afternoon to fully
charge.

SONIC:
Shit.  That's out of the question, then.

TILL:
Maybe we can rig the place with bombs and then blow them up with a remote.  I saw a
remote in that room in the basement with some C4.  Thought that those two were
connected in some way.

SONIC:
That'll be good, but we need to put the C4 on explosives in the fortress, or support
beams, where they'll do the most damage.  We have to make sure Warpnik dies, or he'll
destroy the whole city.

LATIFAH:
Okay, we got a plan.  Let's get our shit and go.

Everyone scatters around.  Antoine goes outside.  Till goes in the closet.  He takes his
special guns out of it.  He takes two canisters from the handles of both of the guns. 
There is a meter on the side of each of their clips which reads full on top, and empty at
the bottom.  Both of the clips are on empty.

TILL:
Shit.

Till tosses the guns into the closet and takes out a Desert Eagle and two clips for it.  He
puts them in his coat.  Knuckles follows Sonic, Sally, and Rotor to the gun storage room
in the basement.  Sonic opens the door and lets everyone else in first.  He turns on a light
when he gets in there.  Knuckles grabs an assault rifle, and three clips for them and puts
them in his coat.  Sally walks down to the end of the room.  She takes a shotgun off a
rack.  She takes two small boxes of shell off the shelf and puts them in her pockets.  Sally
uses the shoulder strap of the shotgun to sling it over her shoulder.  Sonic takes two
rifles.  He puts a box of rifle bullets in his coat pocket.  He uses the shoulder straps of
the rifles to sling them over his shoulders.  Rotor takes an MP5 and four clips from
under a shelf.  He does the same with the strap on the gun that Sally and Sonic did, and
puts the clips in his coat pockets.  Sonic takes some C4 and a remote detonator from the
rack and puts them into his coat.  Tails goes into his closet.  He pulls out two pistols and
two clips.  He puts the clips in his coat, and the guns in the side pockets of his pants.

EXT    FREEDOM FIGHTER BASE    EVENING

Latifah, Melissa, and Tatum go to the convertible.  Melissa still has her Scimitar, so she
doesn't take anything.  Tatum takes out an uzi and a clip for it.  She puts the clip in her
pocket, and puts the uzi into the side of her dress.  Latifah takes a sniper rifle and holds
onto it.  Everyone else comes outside.  Sonic, Tails, Till, Knuckles, and Antoine get into
Rotor's car.  Sally, Melissa, Latifah, and Tatum get into the convertible.  Sally in the
driver seat, Tatum in the passenger seat, Melissa on the back right side, and Latifah on
the back left side.  In Rotor's car Rotor is in the driver side, Tails in the passenger seat,
Knuckles in the back left, Sonic in the middle, and Antoine is in the back right.  Both of
the cars then head down the dirt trail.

EXT    WARPNIK'S FORTRESS    EVENING

Everyone is just arriving in their cars.  They park their cars near the edge of the woods,
behind trees, so the cars won't be seen.  Two badniks are guarding the entrance, which is
now door-less, about twenty meters away.  Everyone gets out of the cars, without closing
the doors, so they won't make noise.  They all duck down behind the shrubs.  Latifah
crawls along the ground holding her sniper rifle.  She gets to the end of the shrubs.  She
raises the sniper scope to her eye, and raises the gun.  She aims for the head of one of
the badniks.  She fires a shot, hitting the badnik directly in the head.  The badnik quickly
falls down dead.  The other badnik quickly looks at the fallen badnik.  He drops his gun
and looks around.  He sees nothing and then leans over the fallen badnik.  Melissa
quietly draws her Scimitar and throws it at the badnik.  The Scimitar stabs straight
through the badnik's back, and out through his stomach.  The badnik falls to the side,
dead.  The sword returns to Melissa.  Everyone then approaches the entrance. 

INT    WARPNIK'S FORTRESS    TUNNEL     EVENING

Sonic and friends round a corner and then stop in the middle of the hallway.  Sonic takes
the C4 out of his pocket.  He hands a piece to everyone.

SONIC:
Okay, everybody split up into groups of two.  We'll meet back here when we're all done,
then we'll go outside.  Okay?  Let's go.

Sally and Sonic go down the corridor.  Tails and Melissa go up the corridor.  Rotor and
Latifah go down a tunnel to the right.  Tatum and Knuckles go down another tunnel to
the left.  Till and Antoine go down the tunnel on the right, the one a few feet down from
the one that Latifah and Rotor took. 

INT    WARPNIK'S FORTRESS    TATUM & KNUCKLES    EVENING

Tatum and Knuckles follow the tunnel to a door.  They open it and see that it leads
outside.  They go...

EXT    WARPNIK'S FORTRESS    TATUM & KNUCKLES    EVENING

... out and go to the walls.  Knuckles puts a piece of C4 on the outside of the fortress
wall.  Tatum goes around the other side of the wall and plants some on that wall.  She
then walks up to Knuckles.  A rumbling is heard.  The earth begins shaking.  They both
look around. 

TATUM:
What the fuck is that?

The ground then begins shaking more violently.  Twenty yards ahead of them the head of
a PHYREXIAN DREADNAUGHT emerges from the ground.  It gives a deafening
mechanical roar as it continues to shoot up out of the ground.  When about half of its
body is above the surface (stretches about 250 feet into the sky) it stops coming out of
the ground and looks down at Tatum and Knuckles. 

KNUCKLES:
(weak voice) Oh shit.

It lowers its head to ground level and opens its mouth and roars.  Tatum turns to
Knuckles.

TATUM:
Wait here, I'll be right back.

Knuckles looks at her.

KNUCKLES:
Where the hell are you goin'?

Tatum turns and runs towards the open mouth of the Dreadnaught.  She runs into its
mouth just as it closes.

INT    DREADNAUGHT    TATUM    EVENING

Tatum is hanging onto some cords on the roof of its mouth.  She looks up and sees the
main CPU higher up on its mouth.  She pulls the uzi out of her dress and aims up at the
CPU.  She lets loose on it with the uzi.  She empties the entire clip onto the CPU.  Sparks
begin flying out of the CPU.  The Dreadnaught roars, causing Tatum to cover her ears
as she begins to run...

EXT    DREADNAUGHT    TATUM    EVENING

 ...out through the now open mouth.  She runs out of it and up to Knuckles. 

TATUM:
(yelling over roaring) Come on!  Let's move!

They both run back into the fortress as the Dreadnaught collapses onto the fortress. 
Smoke emits from the Dreadnaught's head. 

INT    WARPNIK'S FORTRESS    SONIC & SALLY    EVENING

Sonic and Sally are walking down a corridor.  Footsteps are heard from around the
corner.  Sonic and Sally press against the wall.  A badnik walks by the end of the
corridor.  When the footsteps fade away they get off of the wall and continue down the
corridor.  They come to a door at the end of the corridor, on the right wall of the
corridor.  They open it and go down a set of stairs.  They switch a light on at the bottom
of the stairs.  They see a warhead in the middle of the room. 

SALLY:
 (looking at the warhead) Damn.

INT    WARPNIK'S FOTRESS    ROTOR & LATIFAH    EVENING

Rotor and Latifah walk down a corridor.  Five badniks round the corner ahead of them
and spot them.  One points and yells.

BADNIK:
(pointing) Assholes!!

LATIFAH:
Shit!

She draws her sniper rifle and Rotor takes out his MP5.  The badniks draw their pistols. 
Everyone begins firing.  Rotor hits the first two badniks in the face.  Latifah gets another
one in the chest.  One of the remaining badniks crouches down and fires, hitting Latifah
in her left shoulder.

LATIFAH:
Ah!  Shit!

She drops her sniper rifle and drops down into a crouching position.  Rotor quickly
mows down the last two badniks with his MP5.  He then looks down, and crouches down
next to Latifah.

ROTOR:
 You okay?

LATIFAH:
(looks up at Rotor) Yeah, I'll be fine.

Rotor takes her good arm and helps her up.  Latifah picks up her sniper rifle and slings
it over her shoulder.  They enter a room on the left side of them.  They go down a set of
stairs into a lit room.  The room is full of support beams.  They each place one piece of
C4 on different pillars. 

INT    WARPNIK'S FORTRESS    ROOM    EVENING

Warpnik is looking at the construction plans for the device.  There are a few badniks
standing around him.  The device itself sits on a large desk in front of them. It is
incomplete, yet rather large, about nine feet in diameter, and four feet tall.

WARPNIK:
(looking up from paper) Okay, all we need is a plasma cell.

BADNIK:
Gee, sir, let me just pull one out my ass.

WARPNIK:
Fuck you, there's plenty in the storage box in the basement, go get one!

BADNIK:
(mutters) Fine.

The badnik gets up and leaves the room.  Warpnik takes out a box of Cracker Jacks.

ANOTHER BADNIK:
Dr. Warpnik, where are we gonna be when this device goes off?

WARPNIK:
 Ah, you'll be...safe...I guess.  In...some place...Well, you'll know when the time
comes.  Anyways, I guess we have no real reason to rush this thing anyways.  As long as
there's no attempted sabotage of our plan then we should have plenty of time to find the
things we need.

A badnik runs into the room.

BADNIK:
Doctor Warpnik, there's an intruder alert!

WARPNIK:
(throws Cracker Jack box at the badnik that just entered) DAMMIT!

INT    WARPNIK'S FORTRESS    SONIC & SALLY    EVENING

Sally and Sonic are still in the room with the warhead.  Sally and Sonic put their C4 on
the warhead. 

SONIC:
Okay, that's taken care of, let's go.

They go up the stairs and out the door. 

INT    WARPNIK'S FORTRESS    TAILS & MELISSA    EVENING

Tails and Melissa enter a large storage room, with boxes everywhere, a large picture
window high up on the wall, and a latter leading up to a catwalk above them. 

MELISSA:
(looks over to a pile of crates marked "TNT") We should probably place the C4 on those.

TAILS:
Yeah.

They go over to the boxes and plant their C4 there.  An engine rev is heard from outside. 
Tails and Melissa look around, confused. 

MELISSA:
What the hell was that?

They both look up towards the large picture window.  Suddenly a TERMINATOR on a
motorcycle smashes through the window.

TAILS:
Holy shit!

The motorcycle lands on the ground, and skids to a stop.  The terminator slowly turns his
head to Tails and Melissa.  It then speaks in Gilbert Gottfreid's voice.

TERMINATOR:
Wrong.

Tails and Melissa then look at each other with a look of bewilderment on their faces.

INT    WARPNIK'S FORTRESS    TILL & ANTOINE    EVENING

Antoine and Till enter a room full of boxes marked "TNT".

TILL:
Hm.  Nice.  Let's put our shit here.

They both put C4 on different boxes of TNT. 

TILL:
Okay, let's go.

They leave the room. 

INT    WARPNIK'S FORTRESS    TAILS & MELISSA    EVENING

The terminator is chasing Melissa and Tails around the room on the motorcycle.  Tails
jumps into the air, spins his tails, and begins flying.  He then swoops down and picks
Melissa up by her arms.  He flies her up to the catwalk and lets her off onto it.  Tails also
lands on it.  The terminator stops his motorcycle and looks up at them.

TERMINATOR:
I'll be back.

The terminator begins to drive away, but stops when he sees Tails take out his two
pistols and fly down at the terminator.  Tails shoots the gas tank of the motorcycle,
causing it to explode.  Tails lands.

TAILS:
Hell yeah!

Tails puts his guns away and begins to walk away, towards the catwalk latter.  The
endoskeleton of the terminator stands up from the burning wreckage.  It gets right
behind Tails and raises his right arm.

MELISSA:
Look out Tails!

Tails turns around and sees the terminator.  Melissa quickly jumps down behind the
terminator.  The terminator turns in time to see Melissa slice off its raised arm with he
Scimitar.  Melissa then quickly slices the terminator's head off.  The head rolls away
behind some boxes, and the body collapses.

TAILS:
Sweet!

Melissa puts her sword away.  They both walk out of the room together.

INT    WARPNIK'S FORTRESS    HALLWAY    EVENING

Till and Antoine meet up with Sonic and Sally in the hallway. 

SALLY:
We're gonna blow this place to hell.  We got our bombs on some fuckin' warheads, yo.

ANTOINE:
Are you stupid?!  You could kill us all!

SALLY:
Hey, this place is a fuckin' fortress, it'll keep in most of the blast, anyway.

ANTOINE:
You could have put it somewhere else!

SALLY:
I still done did it.

ANTOINE:
Fu tois!

Knuckles and Tatum walk around a corner, and down the corridor.  They go up to Sonic,
Sally, Till, and Antoine.  They see Antoine and Sally arguing.

KNUCKLES:
Hey, rectum ripper, leave the girl alone.

Antoine mumbles to himself.

ANTOINE:
Fu tois, red man.

INT    WARPNIK'S FOTRESS    ROTOR & LATIFAH    EVENING

Rotor and Latifah are walking down a corridor.  A badnik begins to sneak up behind
them.  Without looking or stopping, Rotor puts the barrel of the MP5 over his shoulder,
and fires a few shots.  He gets the badnik in the head, and then returns his weapon to its
original position.  They both continue down the corridor like nothing happened.  Tails
and Melissa round the corner in front of Rotor and Latifah. 

ROTOR:
Hey, there you are.

TAILS:
Hey, Rotor.

INT    WARPNIK'S FORTRESS    HALLWAY    EVENING

Sally, Sonic, Tatum, Antoine, Knuckles, and Till wait in the corridor. 

TATUM:
(looks around) Where are the others?

Gunfire is heard from around the corner.  Then Rotor's voice is heard.

ROTOR:
Yeah, bitch.  You ain't draggin' me around anymore.  Know why?  Cause you're dead. 
Ya shit!  Son of a bitch!

Three more shots are heard.  Soon Tails, Rotor, Latifah, and Melissa walk around the
corner.  They walk up to Sonic and friends. 

LATIFAH:
Okay, let's go.

They begin to walk away.  Sally stops.

SALLY:
Wait.

Everyone else stops and turns around. 

TATUM:
 What?

SALLY:
We need to get Warpnik.

SONIC:
Dude, this place is getting blown to hell, and Warpnik's gonna go with it.

SALLY:
You can't be sure.  He's probably got some bomb shelter type thing to hide in.  He
probably isn't stupid enough to be unprepared.  Maybe he is, but we can't take that
chance.  We need to make sure he gets it.

TATUM:
She might be right.  Warpnik might've seen us planting those bombs and hid somewhere.

SONIC:
Okay, fine, let's go get 'im.

They begin walking down a different hallway. They all come to an entrance of a large
room with crates in it.  Sally goes in first.  Suddenly a large metal door slams shut
behind her, locking her in, and locking everyone else out.  Sally quickly draws her
shotgun.  Fourteen badniks with pistols pop up from behind crates.  Sally quickly takes
down the first four with the shotgun.  She then dives behind a stack of boxes as the
badniks open fire.

INT    WARPNIK'S FORTRESS    OUTSIDE ROOM    EVENING

Everyone fires off every round they have in their guns at the metal door, which has no
effect on it.  Warpnik's voice is heard over a speaker above them.

WARPNIK:
Ha ha ha ha ha ha ha!!

Sonic looks up and sees a camera next to the speaker.  He extends his arm, and puts up
his middle finger. 

SONIC:
FUUUUUUCK YOOOOOOOOOU!!

INT    WARPNIK'S FORTRESS    INSIDE ROOM    EVENING

Sally kills the remaining few badniks.  She drops the empty shotgun.  A second wave of
unarmed badniks run into the room from a door in the back of the room.  There is about
ten of them.  Sally stands and watches them advance.  She grabs the first one that
reaches her by his neck, and quickly turns her hand, killing him.  She throws the body at
the oncoming badniks, which slows them down.  She jumps onto a stack of boxes and
runs and jumps off the stack of boxes towards the group of badniks.  She puts her arms
up and sticks her foot out, connecting with the chest of the first badnik, knocking him flat
on the ground.  She lands and does a sweep, knocking down two badniks.  As soon as
they hit the ground she steps on their necks.  Another badnik runs at her, another badnik
behind him.  She drop kicks the first one, and brings her foot down, connecting with the
head of the second badnik.  Yet another badnik rushes towards her, this one holding a
lead pipe about three feet long.  He swings at her, she ducks under it, and puts her hands
up on his chest.  She flips him over her, where he lands on his face, dropping the bar. 
She picks it up before the badnik can get up, and smacks him in the back of the head with
it. She quickly turns around and smacks the last badnik across the face with the pipe,
knocking him out as well.  All the badniks are now dead or unconscious.  Sally drops the
pipe.  She hears Warpnik's voice over a speaker. 

WARPNIK:
Hey baby, remember me?

SALLY:
(sarcastic tone) No, I forgot, that's why I came here.

WARPNIK:
...Hey shut up.

Warpnik comes out of a door and stands there.

WARPNIK:
Ha ha ha ha ha ha ha!

SALLY:
(annoyed voice) Will you just come over here so I can kill you and go home.

WARPNIK:
Ha ha ha ha ha ha!

Sally looks near a broken box and sees a katana in it.  She reaches over to the box and
pulls the sword out. 

WARPNIK:
Uh oh.

Warpnik runs away and dives behind a stack of boxes.  Sally walks towards the stack
that Warpnik jumped behind.  He pops back up, holding a sword similar to Sally's. 

WARPNIK:
Diiiiiiiiiiiiie!!

Warpnik tries to jump over the stack of boxes, but crashes down onto them, knocking
them over, and falling over himself.

WARPNIK:
(slowly picking himself up) Ag!  Dammit!

He gets up and runs at Sally.  Sally raises her sword.  Warpnik gets to her, and they both
get into a detailed sword fight sequence, which lasts about a minute.  Warpnik raises his
sword.  Sally swings at him, and misses.  Warpnik brings his sword down, knocking
Sally's sword out of her hand, and a few feet away from her.  Warpnik kicks her in her
knees, causing her to fall over on her back.  Warpnik stands right over her waist and
points his sword down at her neck. 

WARPNIK:
(looking down at Sally) Time ta die, bitch.

Sally quickly does a flip to get up, kicking Warpnik in the back, knocking him forward,
and Sally standing up.  She grabs her sword.  Warpnik gets up and turns around, sword
raised.  As soon as he faces Sally, she slices Warpnik's hand off (the hand he was holding
the sword with).

WARPNIK:
AAAAH!!  My fucking hand!!

Sally then quickly spins in a full 360-degree circle, slicing Warpnik clean in half on her
way around.  Blood sprays everywhere, and stains the sword.  Some blood stains Sally's
face, and part of her shirt and jeans.  She wipes the blood off of her face with her hand,
and throws the sword down.  She walks over to the room that Warpnik came out of.  She
walks up to a control panel, and hits a button with the label "Door" above it.  The door
opens, and she walks out into the hallway, meeting up with Sonic and friends.

SALLY:
Let's go.

EXT    WARPNIK'S FORTRESS    EVENING

Sonic and friends stand near the edge of the woods.  Sonic pulls the remote detonator out
of his pocket.  He flips two switches on it, which opens a panel on the detonator,
revealing a button.  Sonic pushes the button, and Warpnik's place explodes in a large
ball of fire.  Flaming debris falls from the sky.  Everyone stares at the burning wreckage. 

LATIFAH:
 Kick ass.

EXT    FREEDOM FIGHTER BASE    BACKYARD    MORNING

Everyone is standing in front of a handmade wooden cross in the ground, which reads
"Bunnie" on it.  Everyone stands in silence for a few seconds, looking down at the cross.

TATUM:
Well, she always said that when she died she wanted to come back as a butterfly.  Maybe
she got what she wanted.

TAILS:
I want to come back as a satanic monkey.

Sonic looks at him.

SONIC:
You always find a way to ruin the moment, don't you?

TAILS:
(looks up at Sonic) Well, I'm sorry.

SONIC: Come on, let's go inside.

They all walk around the side of the base, and a door is heard closing.  A small shadow
appears over the cross.  A monarch butterfly lands on the cross.  Suddenly a praying
mantis climbs up the cross and grabs the butterfly.  The praying mantis proceeds to eat
the butterfly's head.

INT    FREEDOM FIGHTER BASE    LIVING ROOM    MORNING

TATUM:
Oh, wait a minute.  She wanted to come back as a praying mantis, not a butterfly.

EXT    WARPNIK'S RUINED FORTRESS    MORNING

A thunderstorm is starting.  A bolt of lightning strikes the wreckage.  Warpnik's legs,
burnt and ripped, stand up from below the wreckage.  His torso, also burned and ripped,
and missing a hand, flies up and attaches itself to the pair of legs.  The severed hand,
burnt and ripped also, attaches itself to the arm that it was cut off from.  Warpnik
inhales a long, hoarse breath.  He then speaks in a deep evil voice.

WARPNIK:
I...live...again.

Suddenly swat vans pull up to the wreckage from the woods.  Warpnik looks around as
swat members get out of the vans and aim their rifles at him.  The screen fades to black. 

OFFICER:
We have you completely surrounded, surrender yourself!

WARPNIK:
Never!  Up your ass with broken glass!

OFFICER:
Fire!

Many gunshots are heard, with Warpnik's scream heard within them.

WARPNIK:
AAAAAH!!!

The gunshots stop, and a dull "thump" is heard, which was Warpnik falling to the
ground, dead (again).

(credits role)

THE END