Outside of Cantlelot Castle in Equestria, Sonic was relaxing in a tree, while Rainbow was sleeping on a cloud both of them heard a commotion there as Rouge, Amy, Tails, the Mane 6, and Flurry Heart who is now a grown filly were fixing up the damaged Omega.

"Uh, Rouge where did you get this?" Tails asked Rouge.

"It's a souvenir from the Faceship. directly from Dr.Eggman's personal files," Rouge said.

"Remarkable."

"I was hoping they'd make some sense to you, boy genius."

"That's the last of it," Amy said as she, Applejack, and Pinkie Pie brought the rest of Omega's body parts.

"So, Tails think you can rebuild him?" Flurry Heart asked.

"I'm not sure Flurry," Tails admitted. "Eggman wrote them in code, without the Cipher it's gibberish."

"Even I could descramble," Twilight came in. "Omega is a bit more than a tune-up, it's more of a rebuild."

"Then how do we repair him?" Spike asked.

"Our best bet is to find an abandoned base with access to the EggNet, so I could find the cipher for the blueprints," Tails suggested as Sonic and Rainbow entered.

"Tails! Dash and I know a base by Windmill Village; The Doc hasn't been there in a while, and it might have what you need! Wanna come, Amy?" Sonic asked.

"Y-You and I, on a mission?" Amy stammered as her face blushed like mad.

"It'll be dark, cold, deep underground infested with a lot of rusty badniks..." Rainbow explained.

"Sound great," Amy groans.

"We can count on you blue," Rouge said.

"That takes care of that of the blueprints but we still the materials, I don't have the equipment to fabricate the parts, but if I had an E-100 series part set, I could maybe use that. They're really rare, though..."

"Is that it? I can take care of that," Rouge said as she showed every photo on her phone. "I've had this mark for a while."

"White Park? The Rollercoaster place?' Sonic asked.

"That's just the tip of the Iceberg. White Park is the place to find rare goods. Including salvaged Eggman tech... if you know who to talk to."

"But, I do! It's the reigning champion of the White Park Chao Racing Circuit: Clutch. His real claim to fame is an unparalleled collection of technology and riches. And he's been known to make the odd trade under the table. But due to my reputation, it may be difficult to earn his trust, so we'll need a cover story. And there's one waiting: The Chao Races!"

"You've put an awful lot of thought into this," Pinkie sternly asked.

"With so much treasure just sitting there for the taking why wouldn't I? Now we're going to need one more person to make this work..."

Moments later, Amy was on the phone with Vanilla, Cream's mother.

"Are sure about this?" Amy asked.

"You're still welcome to join the boys, and the others in the abandoned lair," Rouge said.

"Fair enough."

Amy tells Vanilla about wanting Cream to join them in White Park for some Chao Racing to help win parts to repair Omega. While Vanilla is initially unsure of the idea, Amy tries to persuade her by saying that they would be there to help fix up Gemerl if he was damaged and asks if Omega deserves the same kindness. Vanilla agrees with her logic and tells Amy that she believes Gemerl could use a tune-up; he had actually sustained some damage from his battle but has not complained about it. Amy says that she is sure Tails can figure something out, with Cream excited about the idea. Gemerl protests, saying that his primary systems were fully operational after his system reboot and any damage he sustained was merely superficial. Nonetheless, Cream asks to help and Vanilla accepts since Amy and Gemerl would be with her. She tells her daughter to get her winter clothes to endure Winter Park's cold while she packed cookies for the trip; she adds that Amy will be at their house soon. Cream turns to Gemerl, excited to be going on another adventure, and Vanilla tells her to be careful.

In the forest near Windmill Village, Sonic, Tails, Twilight, Pinkie and Rainbow have entered Eggman's abandoned base.

"How did you two find out about this place?" Twilight asked.

"Spotted it during our races," Sonic replied. "I like to keep tabs like this when I see it."

"I wondered why Eggman abandoned this one..." Tails wondered.

"Maybe it was taken over by ghost badniks!" Pinkie said putting on her scary face as they laughed with her. "They come out under the full moon... watch, they vant to suck your blood!"

"I think you've got some wires crossed there Pinks," Rainbow said.

"What? No! Never!"

The group manage to find a room with a computer terminal;

"Aha, a computer terminal!" Tails exclaimed. "Once we get some backup power going, I should access from here."

"Yeesh, Rarity would flip her lid if she did this at least we'll have company..." Rainbow said unbeknownst to an eye monitoring them from a broken Badnik.

Meanwhile, Amy is driving Rouge, Cream, Cheese, Gemerl, Rarity, Fluttershy, Flurry Heart, and Applejack in her car.

"There it is---White Park!" Rouge exclaimed seeing it.

"My word it's pretty, sompony pinch me!" Rarity cheered.

"I know technically a vacation, but it's a nice change after all that pushing papers at the Restoration HQ..." Amy admired the view until suddenly forced to veer off of the main road and come to a halt after seeing Shadow and Tempest standing in the middle of their way. "What the hell--Shadow?!"

"How about that? Hey, you two!" Rouge greeted them.

"Typical," Shadow said.

"What are you two doing here?" Rarity asked.

"Nothing that concerns you," Tempest said.

"Hold on-- we're trying to fix up Omega do want to come along?" Amy asked.

"Not interested," as the two left them.

"Why do those two have to be a grump all the time?" Applejack asked.

"Don't take it personally, AJ, odds are we see those two again," Rouge said.

A short drive later, the group arrives at White Park Grand Chateau, where Rouge states that she will go by the alias "Facet". She asks Omega to stay quiet and asks the others to follow her lead and act naturally. An Omochao greets the guests of the chateau as the emcee for today's event. He announces that the Grand Prix would be beginning soon and if anyone wished to compete, they have to register their Chao immediately. While Rouge takes Cream to get signed up, Amy goes to find seats for them. At the table, Rouge manages to get her way to the front of the line using Cream's cuteness. She then tries to get Cream signed up for the event, only to be told that children could not participate. Rouge instead registers herself with Cheese. As Cheese is lined up with the other Chao, an Omochao states that the first 50 Chao to cross the finish line will be entered into their Grand Prix starting tomorrow.

Cream asks why Rouge lied and tells her that it was not nice not to tell the truth. Rouge corrects her to say "Ms. Facet" and that a little white lie would not hurt them. Gemerl notes Rouge's predisposition towards deception, which Rouge tells him that he is no fun for doing so. When they meet back up with Amy, Rouge alerts her to the presence of Clutch on the balcony across from them. An Omochao begins the race, which initially startles Cheese and has them lagging behind. However, with some encouragement from Cream, Cheese determinedly runs back into the race quickly. When they try jumping off of a cliff, they are knocked into the water by a Dark Chao. They still do not give up and continue to swim. Cream and Amy offer more encouragement from the sidelines. With the goal set on his site, Cheese makes one final push and flies overhead, crossing the finish line. With this, they manage to qualify for the Grand Prix. As they are hugged and congratulated by Cream, Cheese looks to his Dark Chao rival (owned by Clutch) and it simply looks back at them with a devilish grin. Amy admits that the plan was a fun one so far, with Rouge adding that they were always fun. Emerging from the shadows, Clutch greets Rouge and Amy. Gemerl initially attempts to shield Cream and tell Clutch to stay back, only for Rouge to move in front of him and state the opossum's reputation precedes him and that her friends were not used to such a refined environment. Clutch is charmed to meet "Facet" and tells her that he makes the point of meeting with all the new trainers in the chateau, especially when they have an exceptional Chao with them. Handing Rouge his card, Clutch says that his apartment is the penthouse suite and she should stop by later so that they could talk shop. The bat accepts his invitation.

Amy notes that the situation seemed too easy, to which Rouge was sure that Clutch had something up his sleeve but believes she can handle herself regardless. With this, Amy goes to book a room for the night. Later that night, Rouge visits Clutch's penthouse room. She notes how big it is and how messy the material was kept. As Rouge meets Clutch at his "throne", he states that he knows her name is not truly "Facet"; as he was sitting on a not-insignificant fortune and she was a world-famous thief, they were bound to meet eventually. He proposes a deal to Rouge; he states that if Cheese manages to win the Grand Prix tomorrow, he will give her anything she wants from his collection, so long as she trades the Chao for it so that he can train it himself. He says that he treats his Chao well, as long as they were winning for him. Rouge says that she will think it over, to which Clutch accepts and tells her to peruse his assortment of gemstones on the way out. Omega notices Rouge's dilemma as Cheese was not her property and asks how she will obtain him. Rouge passes on such a thought, saying that she will not give Cheese away. Gaining a new idea, she realizes that Clutch does not need to know that. She then tells Omega her thoughts. The bat soon exits the room, stating that the events should be interesting. Down the hallway, Rouge spots a hooded figure who has been following her and the others since they arrived. As she wonders who the person was, they reveal themselves to Rouge and shock her.

Outside, Shadow and Tempest Shadow were viewing White Park.

"So far, another dead, no sign of Eggman's work," Tempest said. "Just games and amusements."

"Maybe the rumor of the bot trader was false," Shadow added.

"What are Amy and the others doing here? Including Cream?"

"They are not our problem, and who's that?" As the two saw the hooded figure from before. "Maybe there was something to the rumors after all... you there stop!"

Suddenly the hooded figure was cornered by Shadow and Tempest.

"Don't bother running you can't...."

However, the figure manages to use a blue aura around themselves to run right past both of them onto another roof. Being stunned they manage to catch up to it.

"Are working for Dr.Eggman? Or--?" Tempest asked before the figure encapsulates itself in a red aura and rips off a log from the holding of a window. He uses the log to knock Shadow and Tempest off of the roof. The hedgehog and the pony fall with nothing but a piece of card from the jacket that the figure was wearing.

Next Chapter: Chao Races and Badnik Bases Part 2 Estimated time remaining: 48 Minutes