Shadow the Hedgehog watched from his quarters in the Space Colony Ark as an escape pod was jettisoned from one of the abandoned labs of the facility into the vastness of space, exploding seconds later. After infiltrating Prison Island alongside Dr. Eggman and Rouge the Bat to retrieve the Chaos Emeralds being kept there, the three of them retreated to the Ark and began to formulate the next phase of their plan for world domination. While doing so, the Ark was infiltrated by Sonic the Hedgehog, Miles "Tails" Prower, Knuckles the Echidna and Amy Rose. Eggman took it upon himself to go and deal with Sonic, Tails and Amy himself while Rouge went to intercept Knuckles, leaving Shadow to stand guard over the Chaos Emeralds they had gathered. Eggman managed to corner Tails and Amy, holding them hostage and blackmailing Sonic into coming to him. Once Sonic arrived where Eggman was, the doctor revealed he knew about the plan the heroes had concerning the fake Chaos Emerald Tails created and after trapping Sonic and the emerald in an escape pod rigged with explosives, Eggman propelled it into space and detonated it, seemingly killing Sonic.

Crossing his arms over his chest and narrowing his eyes, Shadow watched the fiery remains of the pod drift away into space. "I guess he was just a regular hedgehog after all."

Taking a few more seconds to look out the window, Shadow turned around and began to walk out of the room and go to the main control room where the Chaos Emeralds were being kept in the Eclipse Cannon. As he walked into the hallway, he looked down it in the direction he was going to walk and he caught a glimpse of Rouge walking towards the main control room as well. Positioning himself at the edge of the room and peering out carefully, he saw the bat approach the room, look around to make sure she wasn't being followed and then entered the room.

Shadow's crimson eyes glared as he emerged from the room and began to walk to the control room, remembering back to when he did a background check on Rouge. And he had a feeling that a sneaking suspicion he had concerning her was true.


There was a gleam in Rouge's eyes as she gazed upon the Chaos Emeralds before her, completely unprotected and out in the open, just ripe for the picking. "Legend has it, when all seven Chaos Emeralds are collected the power creates a miracle," she said as she began to approach the emeralds. "I have six of them. They're mine, all mine!"

"I don't think so!"

Rouge stopped midstride as she heard the unmistakable voice of Shadow. Looking behind her, she saw the hedgehog walking into the room, his blood red eyes burning a hole through her. "Shadow..."

"So that was your plan from the very beginning huh?" Shadow began, his voice low and sinister as he began to slowly piece everything together. "Or was it a direct order from the president? Now I know who you are. You're that government spy Rouge the Bat, aren't you?"

Rouge narrowed her eyes and cursed mentally, a bit surprised that Shadow had managed to find out who she really was. But she didn't falter and locked eyes with the black and red hedgehog, both of them remaining silent for a few moments before she chuckled and placed a hand on her hip. "So you did your homework, is that it? I would say that's an invasion of privacy."

"I can say the same thing about you," Shadow retorted.

"Hmmm, it looks like things aren't quite going your way," said rouge, cockily moving her body from side to side, a smirk appearing on her face. "But since my job was done...I thought it was time to take what's mine and get out of this place."

A look of disgust appeared on Shadow's face as he glared at her. "You are one pathetic creature!"

That last comment from Shadow got Rouge's attention and she remembered something she had found earlier. "Hmmm, look who's talking. What about you?" Leaping off from the platform she was standing on, Rouge opened her wings and descended down towards where Shadow was while taking out a sheet of paper. "Here are the results of the research project called the ultimate lifeform," she said as she landed in front of him, holding the paper out so he could see what was printed on it. "But if this picture is of the real ultimate lifeform named 'Shadow,' then exactly who or what is standing in front of me?"

Shadow looked at the sheet of paper Rouge was holding in front of him and he felt his blood begin to boil. A picture of a large lizard was printed on the paper along with the words "Project Shadow." Feeling his anger rising, he clenched his fists before using one of them to shove the paper out of his face and glare at Rouge. "What's this, another one of your little games?"

Rouge raised one of her eyebrows in response to the hedgehog.

"You really thought I'd believe this garbage?" Shadow continued as he began to advance towards Rouge, causing her to backpaddle until her back was against the platform she was previous on.

"Hmm, garbage you say?" the bat repeated, holding her ground despite the position she was in.

"This is clearly another one of your tricks to try and get what you want," said Shadow, wanting nothing more than to lash out at her for her betrayal. "You've already shown your true colors and now you're trying to play games with my head, trying to make me believe that this forgery is the real ultimate lifeform."

"First of all, you're the last person around here that should be calling anyone out for 'showing their true colors,'" Rouge retorted, cockily crossing one of her legs in front of the other and crossing her arms under her chest. "Don't think I haven't heard you talking. You're using the doctor as well as me to meet your own ends. Don't even try to hide or deny it."

Shadow continued to glare at her. "How long have you known?"

"Long enough," Rouge answered. "I didn't say anything about it because it would've interfered with and compromised my real mission, to discover the truth about 'Project Shadow.'" She once again held up the picture of the giant lizard. "And it looks like I have."

The black and red hedgehog glanced at the paper for only a second before looking back at Rouge. "Regardless of what you think, this is a joke. I am the one and only true ultimate lifeform."

"Is that right?" Rouge asked, narrowing her eyes before taking out a few more sheets of paper. "Then what do you have to say about this?

A low growl escaped Shadow's lips. "You're really starting to test my patience. I should have already done away with you from the moment I saw you walk in here."

"Good thing you didn't," said Rouge before she held the papers out to him. "That way you wouldn't know about this. Though part of me thinks you already do know."

Shadow looked down at the new sheets of paper, almost at his wit's end with the bat before him. "What's this supposed to be?"

"It's official documents detailing the last days of Professor Gerald Robotnik's life," said Rouge. "It contains information about that lizard as well as a certain hedgehog." She shoved the papers into Shadow's hands, a response to the shove he gave her earlier. "Read 'em and weep."

Looking down at the documents in his hands, Shadow frowned angrily before he began to skim through them quickly. As he did so, his quick page turns and slight glances slowly turned into slow reading and he was completely taken aback by what he was reading and it didn't go unnoticed by Rouge.

"This...This can't be," he said almost breathlessly as he continued to read. "There's no way this can be real, but...there's information here that only the professor himself would know."

Rouge rolled her eyes. "Oh don't act as if you didn't know." She took another look at Shadow's face as he read and she saw complete disbelief and almost denial. "Wait, are you telling me...you had no idea about this?"

Shadow's silence was all the answer she needed.

"You didn't, did you?" She asked. 'But how can that be?'

Shadow remained silent as he continued to read until he came to the last page. "What the...?"

Rouge's ears perked up. "What?"

Shadow didn't say anything further. All he did was hand the documents back to Rouge and turn around, giving his back to her. But before he did, Rouge saw a crestfallen expression on his face. Slightly confused, Rouge looked down at the documents and saw one she didn't recognize. "What's this? I must've missed one." Holding the paper up and reading it in her head, Rouge's eyes went wide in shock. The contents of the page revealed that Professor Gerald was allowed to continue his work on Project Shadow after the shutdown of Space Colony Ark fifty years ago and that the giant lizard creature was in fact a Project Shadow prototype. Furthermore, at some point he reprogrammed Shadow's mind before sealing him away, giving the impression that he probably wasn't fully completed and that Shadow himself could very well just be another prototype. It could also mean that the memories Shadow has of Maria might not be true either.

Rouge looked up from the documents at the hedgehog. "Shadow..."

"I don't care what those documents say," Shadow said suddenly, the tone of his voice different from before. "I know who I am and what it is I must do. There's only one ultimate lifeform in this world."

Rouge could easily tell there was something odd about how he spoke. "You don't sound so sure, at least not as sure as you were before I showed you the documents."

Shadow clenched his fists and turned back around to face Rouge and the two of hem engaged in a silent stare down with one another for a few seconds before the walkie-talkie that Shadow was carrying on his side activated and an all-too familiar voice spoke from it.

"This is Doctor Eggman! I have found all seven Chaos Emeralds!"

Shadow and Rouge were snapped back to reality as they heard the doctor's voice. Rouge narrowed her eyes as she looked to Shadow, knowing full well that he could expose her to Eggman right now. But she merely watched as Shadow slowly took the walkie-talkie from his side and held it to his ear, never taking his eyes off her.

"Shadow! Someone is trying to get to the Eclipse Cannon," Eggman continued. "There's not much time left before the cannon fires again. Can you get over there?"

Mentally cursing, Shadow eyed Rouge a couple seconds more as well as thought about who could possibly be heading for the Eclipse Cannon. He debated about what he should do - expose Rouge or go defend the cannon. Eventually, he made his decision. "Don't worry doctor. I got it covered."

"Roger that Shadow!" said Eggman. "Just a little bit longer! World domination is nearly at hand!"

Dr. Eggman disconnected from Shadow and Rouge was left standing before the hedgehog slightly surprised. Shadow had the perfect opportunity to reveal her true intentions to the doctor but he didn't. She was just about to question why he didn't but Shadow began to speak first.

"If you want to live, leave the Chaos Emeralds where they are!" he said vehemently. "The fake emerald is good enough for you." Glaring at Rouge once again, he turned around and began to walk out of the control room.

Watching him leaving, Rouge remembered the contents of the documents she showed him and called out to him. "Do you actually believe that you're the real Shadow?"

"No doubt!" Shadow answered, still walking towards the exit.

Noticing that Shadow didn't show any signs of stopping his stride, Rouge couldn't help but bring up something else that the documents heavily implied. "Even your memories might not be real, you know?"

Shadow stopped walking just as he made it to the exit. That thought had also crossed his mind as he finished reading the papers. "Even if my memories are not real, its still me - Shadow," he said before he turned back around and looked at Rouge with quite possibly the most serious look he'd ever given anyone in his life. "And I will fulfill my promise to Maria. That's the only thing that matters to me now."

Rouge locked eyes with Shadow and she could clearly see the seriousness not just in them but also in his voice as he spoke. He didn't have the uncertainty he did before - he truly did believe and mean every word he said. The two of them once again looked at once another a bit longer before Shadow took his leave from the control room to head for the Eclipse Cannon to stop whoever was making their way towards it.


Rouge looked back up at the Chaos Emeralds and saw they were still out in the open, unprotected. She could easily take them and use Dr. Eggman's teleporter to make a break for Earth but she remembered Shadow's threat to her about leaving the emeralds where they are. Despite it clearly being a threat, there was something else inside her telling her that Shadow's words had another meaning to them. She then turned her attention back to the documents in her hands, skimming through them once more. There were so many questions that went through her mind. What was the true meaning behind the lizard prototype of the ultimate lifeform? Why would Professor Gerald reprogram Shadow's memory? Was Shadow incomplete and just another prototype himself?

And just why didn't Shadow expose her to Dr. Eggman when he had the chance?

A look of determination appeared on the bat's face. These were questions that she was going to find the answers to, one way or another. Looking back up at the Chaos Emeralds, Rouge placed two of her fingers on her lips, kissed them and then pointed them at the emeralds. "Soon, real soon." With that, she placed a hand on her hip and began to sway her hips as she took her leave from the control room and began to head towards the Eclipse Cannon to catch up with Shadow and whoever it was heading towards the cannon. Her mission would not be truly complete until she discovered the real truth behind "Project Shadow" as well as got the answers to her burning questions.

And she was determined to do both.