Mighton and Bolts, two robots from a city in the clouds, think Sonic and the gang are villains because they destroy robots.

Robots all over the planet have turned evil. Sonic & Tails travel to the city in the clouds to get help curing the infected robots.

Sonic and Tails discover that the City in the Clouds is under the control of evil robots, and it might be Tails' fault.

Hypnobot teams up with Dr. Eggman to take over the world, while the entire gang is overwhelmed by hordes of hypnotized, evil robots.