Sonic acted quickly, and used his spin dash against his rival. He spun on the floor at full speed then jumped into his usual stance; a great burst of energy discharged from his body like a circle of fire. Shadow reacted to this quickly.

"CHAOS BLAST!"

Tails realised that he should fly to safety before he was caught in the fight.

Shadow's attack caused an explosion of orange fire and chaos power that destroyed the tarmac and concrete on the road around him. Sonic's anti-chaos energy of purple and green bounced off of it and the two of them were swung back by the shock wave caused by the collision. Sonic hit the floor on his back and Shadow, on his front. The both of them got up stoically, not wanting to show weakness to each other.

"GRR! Shadow, we don't need to fight this!" Sonic growled.

"Says the person who dealt the first attack!" Shadow hissed. "With a power that you're yet to tell me about!"

"I didn't attack first, you did! Don't you recall pushing me against the wall?" the blue one yelled.

"Hmph, I was not attacking; I was getting answers," Shadow said calmly and folded his arms. "I still want those answers."

"You're not getting answers. Why do you want to know, anyway?" Sonic asked. Shadow's frown got firmer and he looked even more irritated. "Aww, is Shadow jealous because I have fresh new powers that are better than his?" Sonic saw Shadow's eye twitch.

"Be careful, Sonic," Tails whispered from the roof of the building behind Sonic. "You know how much pride Shadow takes in his powers. He likes being the only one with chaos powers." Sonic smirked because Shadow was jealous, Sonic had put the ultimate life form in his place, and Shadow was hating it.

The blue hedgehog smiled teasingly at his rival, making Shadow's blood boil.

"Sonic! This isn't funny! I need to know where you got those powers!" Shadow said through gritted teeth.

"What? So you can have them too? Ha!" Sonic taunted. "You already have chaos powers, Shadow. Make do with what you have."

"That's it! Chaos spear!" Shadow yelled and swiped his arm through the air. Sonic jumped to the side to avoid the spear that had to potential to cut his small body in half. When the blue hedgehog landed, he sent his own chaos spear without having to give the verbal command. The idle chaos spear vanished in thin air before it could hit the windows behind Shadow.

"Your aim is pathetic!" Shadow said as he watched the anti-chaos energy bounce off to the side and sizzled out.

"Yeah, well at least I don't have to say 'Chaos spear' to summon one. My attacks are quicker than yours!" the blue hedgehog boasted. "All I need is practice, you'll always need to say your attacks. Some ultimate life form you are- UGH!"

Shadow left Sonic's sight, and the blue one felt something impact his back.

"I don't always have to say my powers to use them, and never question my title as Ultimate!" Sonic heard Shadow say from behind him as he stumbled forward. The blue one felt as though all his breath had been knocked out of his body. "I still have my advantages over you, can you perform a discreet chaos control?" Sonic looked at Shadow painfully from the floor, trying his hardest to breathe.

"No… but I can heal myself-" Sonic struggled to say, he was enveloped in a light of green and purple and the pain decreased to almost nothing. The blue one got up and faced his rival once again with another smirk. Shadow was speechless, but the same stoic look covered his face. Sonic could tell that Shadow was shocked at this ability, he was just hiding it. "Are you able to perform a discreet heal technique?" he mimicked.

Shadow's eyes widened. "That wasn't even discreet- never mind. No more games, I want answers from you."

"If you really want to know how I got this I'll tell you," Sonic said seriously. "But promise me you won't go getting this yourself, it's dangerous."

"Hmph, dangerous to my enemies," Shadow said arrogantly. Sonic knew Shadow wouldn't listen if he tried to tell him that the powers nearly killed him.

"I got it from Eggman," Sonic said simply. "But I killed him."

Shadow's jaw dropped. "Y-you selfish bastard! Taking all of the power for yourself!" the dark one growled viciously. "Where did Eggman find those powers?"

"I have no idea! He just shot me with this anti-chaos laser and I defeated him with the powers I got from it!"

"So, if I go to his base now, I can get some of those powers for myself?" Shadow asked.

"No, the base self-destructed. There's nothing left," Sonic said and folded his arms stubbornly. "You're not getting these powers."

"You lie. Where is the base?"

"To the east, you can go there but all you'll only find the remains," Sonic said seriously and watched Shadow as he walked off to the east direction.

"So you say, Faker. I'm going to get those powers. I will not let you have the advantage over me."

The hedgehog was gone from sight, Sonic was left alone with Tails.

"Sonic… what if he manages to get those powers?" Tails asked worriedly as he flew down to the ground and stood by his friend.

"He won't, there's nothing left of the base, or Eggman. It's gone. Whatever's left will be scorched, useless," Sonic said firmly. "He's wasting his time."

"Why didn't you tell him that it nearly killed you. Maybe that would have gotten him off your back."

Sonic gave a small chuckle. "Yeah right, Shadow only hears what he wants to in situations like this. He didn't believe me about the base, so why would he believe about that?"

"You have a point," Tails said unsurely. "Are you okay?"

"Yeah, thanks to my healing ability," Sonic said smugly and looked at himself, there wasn't even a scratch on his body, he felt strong and healthy. "Three fights in one day and I feel fit enough for another!"

Suddenly, his green eyes widened and his pupils shrunk. He fell to the floor just as he did at Eggman's base. The agonised hedgehog dropped to his knees and became paralysed with pain.

"Sonic! What's wrong?" Tails exclaimed and bent down to look at his immobilised friend.

Sonic turned to Tails with true fear in his eyes. "I think I'm going to die."