Ever since Valentines Day Amy and Sonic had hung out more and more, much to the distress of a certain black and red hedgehog. He saw them everywhere together whenever Amy didn't have work, even when they were doing stuff as a group. It would always be Tails and Cream, Knuckles and Rouge, and Sonic and Amy and he would be by himself. He would have loved to be with her but the fact that his own job had sent him into an almost permanent nocturnal schedule did not help. He had tried as much as he could to ignore the feelings of jealousy, and denying that he had any emotional feelings to her, but it was very hard to ignore the stabbing feeling in his heart when ever he saw the two of them. It had come to a point when he would just stop seeing his friends altogether, whether he was busy or not, but even then he would always get a full report on the others from Rouge. According to her it was a matter of time before they would officially announce being a couple. As decisive as Rouge was, and as much as she knew he had a soft spot for Amy, she still didn't know exactly how deep his feelings were. This became evident at the fact she always seemed to bring it up during work.

"Good morning Shadow."

Shadow looked at the clock on his desk and was mildly surprised to see she was right; it was so late that it was actually morning.

"Hello Rouge. You seem happy today"

"Well I am a bit excited; Knuckles brought me to a restaurant yesterday, it was so romantic." She sighed in an uncharacteristically dreamy way that reminded him of a younger Amy from six years ago.

"Glad you had fun." He said uncertainly.

"Oh, and guess what, the others and I are going to twinkle park all day tomorrow. Are you coming?"

"No"

"Aw but Shadow, you never come with us! Why not? I'm starting to get the feeling you don't like us anymore." She said giving him one of her biggest and most pitiful pouts.

He mumbled something about "work' and being "busy".

"Come on Shadow, even I can tell that you have absolutely nothing to do. Or should I get Omega up here for a lie detector test?"

He winced at the thought; Omega might be on the side of goodness but he was a living weapon, and his Lie detector test consisted of zapping the person until they told them the truth. He shook his head and let his gaze wander to the window. 'Oh, how would I rather be outside running right now?'

Rouge sensed he wasn't paying her much attention. So she shouted.

"Hey are you listening to me?"

"I can hear you just fine Rouge."

"Then answer my question; why is it you never hang out with us anymore. And don't say it's just me because I'm not the only one who's noticed."

"I highly doubt that."

She looked at him in surprise at the unmistakable tone of sadness that underlined his voice.

"What do you mean? Of course we noticed. You are our friend after all."

"That may be so but I dare say that you all have other things to worry about." 'Like your other more important relationships' he thought bitterly.

"But Shadow it'll be fun. And it's a great opportunity to see our friends."

"That would depend on if you're seeing everyone or being with one person." He mumbled.

"What was that?" She said looking a bit startled. Even thought she had heard what he said, she couldn't understand what he meant by it.

He sighed. If he didn't agree with her and decide to go then she would never leave and he would end up spilling out more than what he had already accidently let slip.

"Never mind Rouge; you win. I shall go with you guys to the amusement park." 'Even thought ill be much less than 'amused' when I leave.'

"You will? Yay, don't worry Shadow, it'll be fun we're meeting at the entrance at 10:00. Try not to be late!"

With that she left the room leaving Shadow to mull things over in his mind.

The next Day he arrived right on time to be greeted by Tails, Cream, Rouge and Knuckles. As they waited for Sonic and Amy he could already see how the day was going to go. Knuckles and Rouge and Cream and Tails were already conversating. He already felt the odd one out and he had only been there for a few minutes. He leaned against the wall surrounding the amusement park, and attempted to mentally put up his defenses. He reminded himself that if things got really bad he could always just leave. And just as he thought that there was a sudden breeze as Sonic and Amy arrived ready for their day of fun. He nodded curtly as Sonic gave him a grin and a wave.

"Hey Shads, long time no see."

He shrugged as his eyes glanced quickly from his rivals face to where his and Amy's hands were connected. His worse fears had been correct; they really were close to the dating faze.

As soon as they in they split into groups just as shadow thought they would, and wasn't surprised in the least when each group seemed more like couples. So now he was alone. 'Just as I predicted' He thought bitterly. He looked around trying to decide what to do first. He mentally picked the tallest roller coaster he could see and was about to go on his way when Amy noticed he was alone. She suddenly felt a flash of guilt and called put to him.

"Hey Shadow, want to come with us?"

He shook his head both as an answer and in surprise at the fact she noticed him.

"Are you sure?"

"Come on Amy, I'm sure he just wants to be alone for now." Sonic said softly so Shadow couldn't hear him.

"Okay, I guess, have fun Shadow."

She tried to say it as cheerfully as she could but she didn't feel very cheerful at the moment; she felt sort of …Guilty. As they walked away she couldn't help but look back at the dark hedgehog who by that time was already heading in the other direction.

Rouge was having the time of her life. There she was standing next to her ruby colored lover getting ready to go on a ride as she shared a particularly funny joke with him. But then her little moment of happiness was diminished as below in the distance she saw a familiar black and red hedgehog sitting alone at a park bench eating some cotton candy with a bored expression. 'He looks so…lonely… is that even possible?'

"Hey bat girl, is something wrong?" Knuckles asked trying to find the direction she was looking at. Luckily the view of Shadow was blocked by a tree so he didn't really see it.

"Its nothing just day dreaming I guess" she replied falsely cheerful. But even as she moved up in the line she thought back on what he had said earlier that morning. 'Was that what he meant?' she thought. But not surprisingly her thoughts were wiped clear off her mind as they boarded the ride holding hands like a young couple.

Shadow was sitting on a bench eating his cotton candy when he first met her.

"Excuse me, do you mind if I sit here?"

He looked up at her and was a bit startled as a sudden image of his long lost friend came in his vision. He blinked and was relived when his vision went back to normal. He nodded and scooted over to make room for her. Now that he saw her up close he realized she didn't look like Maria at all. He glanced at her. She was a blonde cat with blue eyes wearing pink make up and wearing light blue jeans and a pink shirt. Somehow she looked familiar thought; he just couldn't put his finger on it.

"You're Shadow right? Don't we work together?"

That's when it hit him.

"Oh that's right; you work at the front desk." 'No wonder she looked familiar; I see her every day.'

"Yeah that's right, fancy meeting you here."

They talked for a bit but only as much as it was possible with Shadow. Her name was Victoria and she was from the special task force like he was, only she was a part of Team Mystery, another team of special agents who were becoming well known by the rest of the company to be only second best under Team Dark. As he was told she was very surprised that she had found him in a place like this; he was known to be a cold, calculating, and no non-sense type person. He had to smirk at this but countered that she was known for being brutal, temperamental and deceitful. She had to laugh at that.

"I have to be I guess, just like you have to be on your job too."

He smirked and glanced at his watch taking notice that he had been chatting with her for over 15 minutes now. He said his goodbyes and went on his way. 'At least this trip hasn't been a complete waste.' For the rest of the time there wasn't much excitement. The only thing was at almost every ride he went on he would get a deep sense of loneliness as on each ride there was a couple in front of him. Finally it was almost time for the group to meet up so he decided to go on one last ride before leaving; the Farris wheel. He ignored the couples that were on and let his mind wander as he was lifted into the air. It wasn't until he was at the very top when he heard familiar voices from only two seats bellow him. It was Amy and Sonic. 'Just my luck' he thought. He tried to ignore their conversation with gritted teeth, and ignore the pain in his chest that seemed to be eating away at his heart and growing with each word they said to each other. He squeezed his eyes shut trying to concentrate on anything other than them but the more he tried not to, the more it hurt. It hurt. His hand gripped the handle bar and his breath seemed to choke off painfully. Maybe it was because he wasn't use to it, or maybe it was because he had ignored it for so long, but now it all came crashing down on him. And it hurt. It hurt almost as much as it did when…she had died. He clutched his aching chest wanting it to stop as he heard the words that made his heart just stop. "I love you, Sonic" It etched itself in his mind and he focused on those words and the tone of her voice as she had said them. 'She loves him…him…not…not…me…' He was battling the wetness in his eyes determined to cry. 'I will not cry….I will NOT cry…I will NOT let that happen… I promised I would never let myself show weakness…not again.' By the time the ride had ended he had turned his face into the completely emotionless mask he used to wear. He shouldn't have ever let his defenses down. He shouldn't have let her get through them. He shouldn't…he shouldn't have… he shouldn't have ever let himself… fall for her… As the thought came into his head he remembered all those times they had been together… and…all those images of the future he had imagined but immediately hidden from himself back when he had been smart enough to know… when he had known that love does nothing but cause more pain. He had loved her… he had let her in and took down his defenses for her… and just for her. She had become a closer friend than even Rouge or…even…just maybe…Maria. He hadn't realized he was at the entrance until Rouge had called out to him.

"Hi Shadow, ready to go?"

He nodded not saying a word. He didn't trust his voice at the moment. He didn't even trust HIMSELF at that moment. He tried to pull himself together. 'try not to care about it…show that you just don't care…' He told himself this over and over, unaware of the fact that each time he did, his face got more and more emotionless to the point where people doubted he was still living. He told himself to keep it up. 'Just keep it up... don't let them see your pain.' And then the moment came that tested his defenses to the point of almost breaking. Here they were coming. They were holding hands looking as if they were having the best day ever. 'I wonder…can they even tell…can they see behind my mask…I'm not even sure if I can do it correctly anymore... I can't even tell if its there…am I hiding it... or can they see every emotion that I'm trying to hide.'

Finally after what seemed like an hour the new couple had made there way over to tell the rest of their friends the 'glorious news'.

"Hey guys, we have something to tell you" Sonic had said looking at the pink hedgehog beside him.

"Sonic and I have decided to make it official" Amy had said in an excitement that couldn't be hidden, but the same excitement that tore Shadows heart in so many pieces he could only imagine it as a fine powder.

The others had given them congratulations gushing in happiness for their friends. He felt as if he wasn't even there when he himself said "Congratulations I'm sure you two will be happy together." It killed him to say it but he did. And the smile she had given him had all but murdered him inside. Then the next thing he knew he was running at the dizzying pace that only he could get to. And for only the second time in his entire life…as he ran to a place unknown… thinking only 'I …I ...lost her…I LOST her'… the Ultimate Lifeform…cried.