Warning! Contains spoiler of SA2!

Disclaimer: Sonic and all related characters do not belong to me.

(Memory) Space...

As Shadow was falling to Earth, he saw the Ark reappear to where it belonged.

"Maria, this is what you wanted right? This is my promise I made to you." Shadow smiled to himself, he could feel the energy drain from his body, slowly, bit by bit. The Earth was just below and Shadow was falling closer and closer to it. A bright light shone and Shadow felt someone hug him around his shoulders...

"Shadow... You still have much to do, please... Live your life to the full." A soft female voice whispered and Shadow looked upon none other than... Maria Robotnik. She smiled softly and tears were trickling down her pale cheek, her hair was the same but she was wearing a long white robe and large angel wings protruded from her back.

"Maria?..." Shadow choked, his tears were already threatening to appear and he hugged her back.

"I'll watch over you Shadow, I'll never leave you." She hugged him tighter as both of them suddenly disappeared. They reappeared and were still falling, wind blew in Shadow's face and he could hear waves crashing somewhere below.

A GUN Base

Shadow had been sitting slouched against the wall, his hands and feet cuffed. He had been worried so far, whether they would experiment on him or freeze him again. Every time someone came into the cell, Shadow pretended he was sleeping, he was very good at it. Most of the time, a person would come in, see him 'sleeping' and discuss a few things with their co-workers.

Shadow would sometimes wake during the night with the cell door open and a small figure staring at him, too short to be human he figured.

Yet again, the next morning a human came in and stood at the door. "He appears to be sleeping."

Shadow kept his head down and his eyes closed. "Well he's faking." an all too familiar voice said.

"Amy?" He lifted his head and sure enough, the pink hedgehog was staring at him.

"How does he know your name?" The human at the door said, he was wearing scientist clothes...messy brown hair too.

"Duh!" Amy pointed to a name tag on her white long jacket. The human mustn't of noticed Shadow had said her name before he even looked up. Amy picked up a bag from outside the door. 'How odd' Shadow thought as he noticed she was wearing her usual attire, except for that long white jacket.

"Ok" She looked up at the human. "You can go now." She shooed him away and closed the door, the lights were dim which made the room quite dark.

"Shit, almost got caught there." She muttered, Shadow was surprised at her swearing, she never seemed like the type to even think of swearing.

"What are you doing here?" Shadow watched her pacing around the room, she stopped and turned to him.

"I work here." She smiled.

Amy didn't let him ask anything as she sat down in front of him. "Ok here's the situation-"

"Didn't I fall from Ark?" Shadow interrupted, he remembered falling, but there were no marks on him whatsoever except his shoes and gloves were missing.

"Yes, let me explain. You fell from Ark, GUN found you and captured you. Although they didn't have to try hard, you were unconscious anyway. You've been here for...Three weeks, I think. They say you hadn't woken up yet but I bet you woke up about four days ago. Now, the situation ain't so good. Since they know your awake, they'll start testing in two days. I've got a plan but you have to trust me."

"..." Shadow looked down, this was a shock... Captured by GUN, Amy working WITH them! And now he was supposed to trust her?! But... did he really have a choice?

After thinking for a while, Shadow nodded. "I guess I'll have to trust you. Where exactly is this base anyway?"

"Around two-hundred miles west of Station Square" Amy answered and pulled out two familiar objects from the bag she was carrying, his gloves.

"I'll give your shoes to you tonight, be prepared for anything." She warned and handed the gloves to him, although he was cuffed , Shadow slipped the gloves on.

Amy left after a while and Shadow couldn't help but smile when she told the scientist outside the door that he was delusional.

Shadow found it difficult to tell time, the cell he was in was obviously underground.

That Night

"Wake up you idiot!" Amy whispered somewhere nearby, Shadow opened his eyes, Amy shoved his shoes into his lap and quickly ran to the door. Shadow quickly slipped on the shoes and saw the cuffs beside him on the floor, he was asleep? When did that happen?

Amy looked left and right, she reached into her pocket and checked the time on a small wristwatch. "Stand against that wall." She ordered and Shadow quickly got up and stood against the wall closest to the door, Amy checked her watch again and tucked it back in her pocket.

"Stay very still."

As soon as Amy said that, the lights went out. Someone started yelling and Amy took a step outside the door.

"Project Shadow has escaped! He ran that way, it's a dead end! Get security!" Amy yelled and pointed down the hallway, heaps of people started yelling and running in the direction Amy was pointing.

As soon as the stomping feet became distant, Amy grabbed Shadows hand and ran in the other direction.

Since the lights were out, Shadow was basically invisible. They ran up stairs and even passed a few people, but they didn't spot the duo.

Amy opened a door that was labelled Hangar, she hopped into a green jeep beside the far wall. Shadow sat in the back seat and Amy started the jeep.

"I didn't know you could drive. How old are you?"

"Twelve, I'm turning thirteen in a few months." Amy steered the jeep to the large doors of the hangar, they were open.

"Security sucks here, where are all the guards?"

Amy smirked. "They're off hunting you." She pushed her foot down on the accelerator and they sped out into a barren wasteland with only a few dead trees. "I hacked the cameras too, there was one in your cell."

"How did the power die for so long?"

"Lets say, their generators um... exploded with power."

"Back-up generators?"

"Disconnected." Amy was smart, smarter than she ever led on.

"So where to?"

"Not my place, I brought two tickets on a plane to some random place really far away."

"Why not your place?"

Amy poked out her tongue. "Wanna suicide?" She asked and put her tongue back in her mouth. "My place is being watched, I can't chuck one dollar in a tin without GUN asking why." She kept her eyes on the dirt road.

"Why were you working for GUN?" Shadow asked and climbed onto the passenger seat opposite to Amy, she poked out her tongue again.

"It was way back before you came, after a giant creature named chaos attacked. I wanted to be able to get to Sonic or at least know where he was, so when they offered me a job...I accepted."

"So that's how you got to Prison Island that time right?"

"Right!"

They were silent for the rest of the trip, they got to a small town. Small compared to Station Square.

They got on a plane with no troubles and were around half-way to wherever they were going.

Shadow stared out the window, Amy had gone to the toilet. It wasn't a very small plane, there were two seats on each side of the aisle and 16 rows. Amy rushed up to him. "Quick! We gotta get outta here!" She whispered and ran back down the aisle and into a room, Shadow got up and followed her.

"What's going on?" He asked and saw an unconscious women on the floor, Amy put a large backpack on and handed on to Shadow.

"This plane got a message about us and is now flying us straight back. Put that on, I hope you know how to use a parachute." Amy led him back to the passenger room, Shadow put on the parachute and a few people started to whispering and muttering once they saw them.

Amy got to the door and grabbed Shadow's hand. "Hey everybody! Don't mind us, we're just escapees from GUN! See-Ya!" Amy yelled and opened the airplanes door. People started panicking and Amy and Shadow jumped out.

Amy was laughing as they fell faster and faster. "Crap! Bad Memories!" Shadow yelled, Amy held a silver ring on the belt of the parachute and Shadow did the same. They let go of each other and pulled the rings.

"Whoa! Hahahahaha!" Amy certainly found this fun.

"You do realize were going to land in a desert?" Shadow yelled while looking down at the yellowish land below them.

"Yeah!" Amy smiled.

It took about five minutes for them to land.

"There's an abandoned GUN base that way." Amy pointed East.

"Abandoned? Why?"

Amy still had her white jacket on and pulled out a map from one of the pockets. "A virus they were working on broke out, all the humans there started foaming at the mouth and EATING each other. Humans can't go near it without getting infected, they just left it be." Amy smiled and started walking, Shadow followed.

"It won't effect us?" He asked.

"I hope not." She shrugged.

They walked in the scorching heat for hours, finally a small building came into view a mile away from them. Amy looked behind them. "Shit, they've found us." She muttered, Shadow looked behind them and spotted clouds of dust and little black dots coming closer.

"I take it That's not good."

"...look you go on ahead."

"What?" Shadow looked questionably at Amy, she looked serious.

"I'm too slow, just get there and lock yourself in."

"What!?" Shadow repeated.

"I'll just slow you down, I slow everyone else down too...." She muttered and moved her gaze to the approaching trucks.

"We'll see about that!" Shadow grabbed her wrist and ran like no tomorrow towards the old base.

"Shadow!" Amy yelled but saw the black hedgehog was far too determined, her feet were lifted off the ground as Shadow picked up speed. "Whoa!"

They were getting closer and in just a few seconds they stopped at the entrance, Amy wiped sweat from her forehead. "Um, thanks....lets get inside." She murmured and punched a few numbers on the panel beside the human-sized door.

'The building must be underground.' Shadow thought since the only thing showing was a large grey box with a door.

"There we go!" Amy smiled as the door opened, it was like a door on a safe...

"Ahh!" Amy screamed and Shadow stepped back as skeletons, around four fell onto the ground in front of them.

Shadow looked back, the trucks were getting very close. "Let's go!" He yelled and grabbed Amy's hand and ran in, Amy calmed down pretty quickly and locked the door.

"Bloody hell they scared me!" She kicked a bone down the well lit stairs.

"You don't seem to mind them now."

"That's cause they surprised me, I don't mind them if they're on the ground but geez!"

"Now what?" Shadow asked and Amy started walking down the stairs.

"I don't know"

"Why are all the lights still on?" He began following her.

"Well no-ones been able to get in to shut it off." They got to the bottom of the stairs, a small hallway was ahead and a large room beyond that.

They continued exploring, the large room was like a locker room, heaps of scientist coats were on the floor. Further on was another hallway with signs on the doors labelled 'Experiment Lab' and 'Virus Composition Room', They eventually came to a locked door labelled 'Dormitory'. Amy fished around in her pocket and pulled out a card with large letters saying 'Cosmetics Club', Shadow gave her a funny look.

"What? I got given the card by a friend, that's all!" She slid the card between the door and the doorway, after a few mutters of swear words and rattling the handle, the door opened.

"Ugh, bloody hell!" Amy muttered and looked disgusted at a few skeletons on the floor, Shadow chuckled and began walking around the large dusty room. "Well, I'm gunna take a nap." Amy yawned and stretched, she slipped off her jacket and threw it on a dusty bed.

"Will we catch the virus?" Shadow asked and kicked a bone.

"Haha! Don't know, not unless you look at me and think, MMM! Yummy!" Amy laughed and started dusting off a bed, Shadow walked over to her and linked his hands behind his head.

"So how long are we staying here?"

"How long will GUN be hunting you?" She finished dusting and sighed, Shadow finally noticed something.

"When did you get to that base that captured me anyway?"

"The day I talked to you, why?"

"...were there any little kids there or other animals?"

Amy looked at him as if he had a bad joke embedded on his skull. "Um no, why do you ask?"

"...no reason but, is there anything special about that base?"

Amy sat down and placed a finger on her chin in thought, she looked up at the roof as if it had an answer. "Well some records say there was an accident on Ark and a piece fell there, well, not a piece. Sorta like a few floors, and they built that base there."

Shadow smiled. 'Maria...still watching me are you?' He thought and leaned against the wall.

"I wonder how Sonic's doing?" Amy sighed and laid down.

'! That's right... Since we're stuck here for who knows how long, Amy might never see Sonic again!' Shadow thought and slapped his head. He sort of knew Amy had some sort of crush on Sonic because of the first day they met, she had mistaken him for Sonic. "I'm sorry.. This is my fault..." Shadow muttered and Amy sat up.

"Doesn't matter, Sonic and I are incompatible, Sun and Moon, Water and milk, we weren't really ment to be..." Amy shrugged, Shadow didn't really get that last bit, Amy saw his confused face. "Water goes with tea, Milk goes with cereal." She smiled.

"Yea but both can go together to make coffee." Shadow said, Amy sweat dropped.

"Coffee doesn't taste good does it?"

"...No...it doesn't." Shadow smirked, Amy had put cooking in a love issue... how odd.

"Speaking of coffee, let's find something to eat." Amy stood up and surveyed the room, Shadow also found himself looking around.

"Aha!" Amy ran off through a doorway with a sign above it labelled 'Cafeteria', Shadow smirked. Sounds like a college.

Amy dodged a few skeletons around the grey eating area, broken and top sided chairs and tables were strangely stacked against a wall.

"These skeletons... you noticed how their all white? Like they were picked clean..." Shadow walked aimlessly around the room.

"Probably rats, ew that doesn't look good." Amy said from the kitchen.

"Why are the tables and chairs stacked like that?"

"Do you have to question the insanity of humans infected by a virus?"

"No, not really. It's just... odd... By the way, how long has this place been abandoned?"

"Six to seven years I think."

"Alright, I guess I should ignore the fact that these people didn't have any belongings when they died."

"Well if you were insane, wouldn't you strip down and slaughter each other?" Amy walked out of the kitchen with an open can of something, she spooned some lumpy white stuff into her mouth. "Mmm, want some? It's canned creamed rice, passed it's use-by-date by a few years but it's still pretty good." Amy held out the can but Shadow shook his head.

"No thanks, I don't need to eat." Amy looked baffled.

"Your...kidding right?" Amy had the spoon hanging from her mouth, very funny to look at.

Shadow tried to ignore the fact that all the skeletons on the floor seemed to have been trying to crawl away from the wrecked and stacked furniture, but couldn't keep his gaze from wandering to the pile now and then. Shadow walked over to the pile and began pulling away the chairs and tables.

"Um, what are you doing?" Amy stepped to the side to watch.

Eventually, something could be seen behind the now small pile....a door.

A sign barely hung from the door. 'Basement: La-' It probably said laundry, but the sign was only half there.