Shadow wandered off, disinterested. He didn't need Nocturnus technology. However, Rouge had said she brought weapons, and so it seemed he gravitated toward their crate. No, it didn't matter that he was already a superpowered, energy-wielding super-speeder with teleportation abilities. He took every advantage he could get in every situation.

Midian watched the demonstration and instruction with his cheek resting on his hand, elbow resting on his other arm folded across his body, a look of general concern plastered across his mug.

Aside, in Ace's ear (probably while Tails continued to explain), he whispered, "After seeing that thing in the parking garage, I think I'll just... I'll just wear some leaves, 'n twigs, and... facepaint, or somethin' such for stealth. Or maybe a nice horse costume. Want to share a horse costume? I'll even let you be the head if you like."

Meanwhile, Shadow would find Juke, of all people, digging around in the weapon crate. Where had he even been? No one had seen him for at least a day or so, but, whatever the case, it seemed he hadn't run off.

Still, the scuzzy purple bat touched things he frankly ought not have had any access to whatsoever. Guns, guns, guns—not conventional, deadly firearms, but nonetheless powerful directed energy weapons too pricy and too dangerous for one of his... competence. Standing next to Shadow, he picked up a particularly large, shotgun-like handheld energy cannon. He handled it cautiously, maybe even reverently enough, delicately turning it from side to side, examining its switches and buttons. Soon, it let out a small, silent power-up whine as he turned it on and charged its capacitors.

He then unceremoniously turned and shot Shadow in the head with it.

*P'TUM.*

There was a great flash and a blast of heat that even others standing nearby could feel as the hedgehog went sprawling and skidding limply across the dusty ground. He rolled into the water, smoldering and unconscious.

And arriving along with Flex came a swaggering, staggering gaggle of miscreants wielding bats, chains, and stun batons. Some of the ten or so thugs even wore Eggman Army uniforms. None were terribly recognizable to the group, though.

"Out here in the wilds," replied Juke to Flex as he tossed the bear his gun, "it's wherever you aim."

He grabbed a new weapon from the box, swiveled, and opened fire directly into the lingering group, popping scattering bolts of energy off at Ace, Geoff, Tails, or really anybody who stood still too long. His posse of miscreants charged, too.

Tails had just finished explaining the variety of buttons that could not under any circumstances be touched and was about to begin explaining which ones they COULD use, when there was a flash and a wash of heat.

“Shadow!” The fox yelped, beginning to run to the black hedgehog who was now sinking awkwardly in the oasis.

Rouge shot out a hand and grabbed the young fox's wrist.

"No," she said. Her eyes darted to the belt in the boy's hands. "give me that."

She pulled at the belt, and, assuming he gave it up, slipped it on, slapped her hand down on a control on its surface, and vanished.

Tails let go, reflexively, as Rouge grabbed for the belt—he stared as she disappeared, watching where she had gone blankly for a few seconds before realization dawned.

“Oh!” he said, “if we use the belts to disappear, we can fight them without being seen!”

He ran back to a fallen rock slab near the center of the lagoon that he had set up as a makeshift desk and snatched up another one of the belts. There was a flurry of motion, and then he disappeared into space surrounding him with barely a breath of disturbed air in his wake.