- Eggman frets about his inability to defeat Sonic, while A.D.A.M. decides to take matters into its own hands.
- After all the trouble Sonic has had the last few issues, things just got worse! All the girls on the Freedom Fighters team are furious at the blue blunder head... just when their teamwork is needed the most! With all their squabbling, they barely have time to notice that The Eggman Empire is expanding and destroying all in its path. Can they curb the dissent long enough to prevent Dr. Robotnik's Nanites from taking over the planet?
- Writer: Ken Penders
- Penciler: James Fry
- Inks: Al Milgrom
- Letterer: John Workman
- Colorists: Josh & Aimee Ray
- Editor: Mike Pellerito
- Managing editor: Victor Gorelick
- Editor-in-chief: Richard Goldwater
- Special Thanks To: Robert Leffler and Dyna Lopez at Sega Licensing
Dr. Eggman contemplates his ongoing failure to defeat Sonic the Hedgehog, particularly in the area of conquering Mobius' environment and reshaping it to his liking. A.D.A.M. suggests that it would be better to target his efforts towards Mobius' subjugation rather than defeating Sonic. Eggman tells him that if he can speed things up he should go ahead and do so, which A.D.A.M. interprets as permission to proceed with a plan of his own. Considering his options, A.D.A.M. decides to release the recently developed self-replicating nanites into the wild. Meanwhile, Lupe and the Wolf Pack are taken aback by a strange sound. The pack is trapped inside a massive mechanical city that springs from the ground around them and A.D.A.M. gleefully calculates that Mobius will be completely covered in the every growing mechanical city in just under a week's time.
- Writer: Ken Penders
- Penciler: Jon Gray & Al Bigley
- Inks: Al Milgrom
- Colors: Josh Ray
- Letters: Jeff Powell
Having discovered the Nanite City expanding across Mobius, Sally and Rotor hold a meeting about how to deal with the nannites. Two freedom fighter teams were suggested - Sonic, Amy, Mina, Fiona, and Bunnie - to deal with the threat directly, and another - Rotor, Uncle Chuck, Tommy Turtle, and Tails - to analyze the city. Sonic's team ventures inside after a brief pep talk, but is unable to find any signs of life and has trouble navigating the area. They split up to search more efficiently, still unable to find anything, when Bunnie is suddenly grabbed from behind by a number of slimy nanite hands. Hearing Bunnie's screams over their shared radio frequency, Sonic rushes off to investigate only to discover Snively working with a massive computer. Suspecting him of kidnapping Bunnie, Sonic sneaks up on Snively and attacks, demanding that he explain what happened to Bunnie. Meanwhile, A.D.A.M. tells Bunnie that intends to absorb her into the Nanite City, making her a computerized lifeform.
Snively discusses the nature of the nanites, explaining that they'll become the dominant lifeforms on Mobius if left unchecked and that they were discovered by Dr. Eggman when he created his newest Metal Sonic. Fiona barges in, claiming that Snively has been planting bombs throughout the city. As the rest of the group arrives, Snively explains that he was setting up E.M.P. detonators intended to disable the nanites and that his attempts to set them off all at once were disrupted by Sonic. The girls are charged with setting off all three devices manually while Sonic rescues Bunnie to prevent the E.M.P. from damaging her robotic limbs and Snively manages the city's generators.
Sonic finds Bunnie being slowly consumed by the nanites and furiously demands that A.D.A.M. let her go. Taking Uncle Chuck's advice and reasoning with the program, Sonic reminds A.D.A.M. that Bunnie is both organic and robotic due to her cyborg nature and asks him what he hopes to accomplish by only absorbing part of her. Unable to find an answer, A.D.A.M. releases her and halts the city's expansion. Their mission unexpectedly finished without using the detonators, the Freedom Fighters, Snively, and previously trapped Wolf Pack make their way out of the city. Snively attempts to show Chuck's group how they can utilize the nanites, hoping to win some trust. Tails tells him to keep hoping.
- A.D.A.M.: Query: Would it not be more productive to focus yourself toward the stated objective? At your present rate, it will be another 116 years, 11 months, 3 days, and 15 point 4 seconds before attaining complete world domination.
- Dr. Eggman: The hedgehog is MY business, ADAM! You would do well to REMEMBER that! As for my stated objectives—if YOU can devise a mean to IMPROVE implementation, THEN DO SO! Otherwise, I have to LOW threshold for IMPERTINENCE!
- Snively: Well, whaddya waiting for? We still have a job to do!
- Amy: I know, but I'm finding it hard to factor in the trust into this equation!
- Snively: Would it help if I said I was only doing this to get revenge against A.D.A.M. and didn't give a rat's behind about the rest of you?
- Amy: Yeah! That you could sell me!
- A.D.A.M. creates a giant nanite city that captures the Wolf Pack.
- The Freedom Fighters launch a mission to stop the nanites, which stops when Sonic wins a dispute with A.D.A.M.
- Snively helps the Freedom Fighters for the first time since Sonic the Hedgehog #76 and, to a greater extent, joins them.
- This issue reveals where Snively has been the whole time since Sonic returned from space.
- The nanites would be later analyzed and studied by both Tommy Turtle and Rotor, (Sonic the Hedgehog #154)
- Though Rouge appears on the cover, she does not appear as part of the team in the issue, but is replaced with Fiona Fox. Surprisingly, in the preview version of this cover, Mina Mongoose was in Rouge's place and Fiona Fox was in Mina's place. Even more interesting is that the preview cover had the Sonic Channel art style. This preview cover can be seen on Patrick Spaziante's website.
- Amy's headband on a page wasn't inked.
- Mina's eyes are shown apart from each other on the cover, but the rest of her appearances she is shown with her eyes together, similar to Sonic's and Amy's.
- Mina's eyes are miscolored blue on the cover.
- Sonic's Angels is a reference to Charlie's Angels.
- When Bunnie is being assimilated by Nanites, her eye appears to be missing. This is more noticeable in Al Bigly's portion of the story and it's likely that this was caused by a misinterpretation of Jonathan Gray's pencils on his last page in the issue, in which the right side of Bunnie's face is heavily shadowed for dramatic effect.
- According to Ken Penders, Sonic returning Bunnie's affections was an artist misconception as the original intent was for Sonic to act surprised at Bunnie kissing him, not returning it in kind.