"No…" Shadow rasped from the floor. "I understood. She didn't upset me." Mephiles growled and walked over to Shadow. He stomped on the hedgehog's back. Shadow choked and spluttered, more blood splattering onto the floor.

"Silence! It's not your turn to speak!" Mephiles hissed, then stomped a few more times in anger. "The only words I want to hear from you is begging."

"Hell no," Shadow growled.

"Not even for dear Rouge?" Mephiles asked. "You'd let her suffer, just so you don't have to beg?"

"How did that turn out last time?" Shadow asked through gritted teeth. "You killed everyone anyway." Mephiles stomped again, Shadow coughed. Rouge watched in horror as he friend suffered horribly.

"Oh… it looks like he's getting tired~" Mephiles teased. "Maybe he'll become desperate for energy again and-"

"NO!" Rouge yelled and charged towards Mephiles, she leapt into the air. The demon lifted himself into the air and swiftly shot out of the way. Rouge landed behind Shadow. "You're not possessing him again!"

That distressed Shadow an awful lot from his limp position on the floor. Memories from last time flooded back. The possession. Being aware during those awful moments. Maria. What Mephiles did to Maria. Shadow held his head in agony, he wanted the memories to just stop.

"Kill me," Shadow said. Rouge looked at Shadow in shock and despair. "I can't take anymore of this."

"Is that begging?" Mephiles asked. "Have I finally broken the Ultimate Lifeform?"

"I'm no Ultimate Lifeform. Not anymore," Shadow said weakly.

"Shadow. Don't talk like that. You're in a bad state right now, so you're not thinking straight," Rouge said.

"No!" Shadow said. "I've thought about this for a long time. If he was to return, I should just let myself get killed. There's no way of getting rid of him! I erased him from time and he still escaped! There's no way to get rid of him! You don't destroy him; he destroys you!"

Rouge stood in a shocked silence. Mephiles looked proud.

"I love to see you acting so weak," Mephiles boasted. "It's taken so long." He stood over the hedgehog.

"Get away from him!" Rouge yelled.

"Don't you want his wish to be fulfilled?" Mephiles asked. "He wants to die. Let him experience the grace of death!" He lifted his claws up high. Rouge flew towards him again, but Mephiles sent a sphere her way, and she was thrown against the wall. Mephiles struck down on Shadow's back. The hedgehog cried out as Mephiles' hand pierced through Shadow's chest.

"SHADOW!" Rouge screamed out hysterically.

"I can feel his heart," Mephiles said in delight. He looked Rouge dead in the eye. "It's no longer beating." Rouge buried her face in her hands, freezing up, unable to react to Mephiles' words. "The poor hedgehog suffered so much. But now he can rest. I'm sure you understand, it's what he wanted."

"No it's not!" Rouge roared furiously. "It's not what Shadow wanted! Shadow was dead long ago! You stripped him of his dignity, of who he is!"

"I know. It was so fun," Mephiles said. "I wonder how I can top this. What other ways can I kill the ultimate life form?"

"You didn't kill the ultimate life form," Rouge growled through her heavy tears. "You killed a helpless, pathetic hedgehog. Shadow stopped being the ultimate lifeform long ago. You're too weak to defeat the real ultimate life form!"

Mephiles looked at Rouge with shrunk pupils.

"No. Nonsense! Of course I can-" He looked down at Shadow. The ultimate lifeform? No. Not anymore. She was right. Mephiles had killed a defenseless, nervous wreck. And just how impressive was that?

Not at all.

"I'll kill him again. In another timeline. This time, without stripping him of his power," Mephiles said. "Yes. I can do it."

"I don't believe that for a second," Rouge said through her devastation. "You didn't even want to face me, or the others. Otherwise you would have shown yourself."

"I'll show you!" Mephiles yelled. "I'll show you right here, right now, that I can kill the ultimate lifeform!"

He split into his mist form, and was promptly sucked into Shadow's body. The hedgehog's body glowed an ominous shade of purple, then the light went out. The hedgehog stood up, and looked down at his hands.

"Shadow is healed," the hedgehog said.

"But you… said he was…"

"His heart had stopped. But that didn't mean he was dead," Shadow said, but it wasn't Shadow. It was Mephiles, using Shadow's body as a vessel. He reached for his inhibitor rings. "Stand back."

Rouge pressed herself up against the wall, as the hedgehog took the rings off of his body. The hedgehog was enveloped in a bright, flaming light, and Chaos Energy rushed through his body. The flow of extra Chaos Energy pushed Mephiles' form out to make room. Mephiles was spat out of Shadow's body; The demon landed on the floor. Shadow looked around in shock. He looked at Rouge, then at Mephiles, then down at himself.

"I thought I was…" he trailed off. "I…" he widened his eyes. "I feel…" He almost looked traumatised.

"What is it, Shadow?" Rouge asked. Mephiles pushed himself to his feet, and gave Shadow a dirty look. Shadow noticed this, and glared at the demon.

"I feel alive again!" Shadow yelled and punched Mephiles in the face unexpectedly, purple liquid splattered from the punch. The demon keeled back, holding his face. "Really alive."

"Yes, as people who are alive feel," Mephiles remarked. Shadow smirked and scoffed in response.

"No. I feel better than that. I feel… like I'm the Ultimate Lifeform again."