Above the Labyrinth Zone, Sonic and Tails have arrived to answer a rabbit's distress call - many citizens have been taken away to be converted into Badniks. As the heroes head off to find them, Tails is dejected, wondering if they'll ever defeat Doctor Robotnik and if he's really making a difference. His self-pity is interrupted when they are attacked by Moto Bugs. They are easily dealt with, but the momentum sees them both plummet into the water. Tails swims to safety, knowing that Sonic can pick up speed on the ocean bed. Unfortunately, Sonic is being sucked into an underwater whirlpool machine. Worse still, Tails can't rescue him as he's being fired at by Troopers. Faced with a dilemma, Tails smashes the Badniks and focuses on rescuing the people, hoping Sonic can manage.