Knuckles wasted no time in breaking down the first set of doors he and Tails encountered. It may not be the stealthiest way of getting in, but it was more his style. Break first, ask questions later. Tails ran past the echidna and got to work shutting down most of the hallways that any guards could intercept them at. Halfway through his work, he felt a hand roughly grab his shoulder. He spun to face the guard a second too late. He felt his body jolt backwards from the knee to his chest. As quickly as possible, he got to his feet and punched at the guard, his fist connecting with his face. The guard went down hard and didn't get back up. Shaking the pain from his hand, Tails got back to what he did best. Once the hallways were locked down, he and Knuckles took off to where the elevator was.

"Remember the plan." Tails reminded Knuckles as they ran.

"Yeah, yeah yeah, yadayada…" Knuckles muttered, running past the fox. Once he rounded the corner, he froze. Tails skidded to a stop a few feet behind him.

"What?" He asked. Looking down the hallway, he saw what Knuckles was staring at…

Shadow.

Behind him, Nack stood with a grin on his face.

"Hello. I believe you all have met before?" He said sarcastically.

"YOU!" Knuckles yelled. He took off towards the weasel as fast as he could. Tails could tell something was wrong.

"Knuckles wait!" He called. Knuckles didn't hear him. He didn't hear a thing. Or feel anything. All he could see and hear was Nack, and how much he really wanted to punch him. Hard. But before he got the chance, he felt something grab his wrist. He was forced to stop and face the perpetrator, Shadow.

"What? Shadow, what are you doing?!" Knuckles yelled. Shadow said nothing, and while still holding his wrist, hurled Knuckles back down the hallway. Knuckles collided with Tails and they both went down hard.

"Whats going on?" Tails thought, pushing Knuckles off. Nack started back down the hallway in the opposite direction of the two.

"I'd love to see your friend here rip you to shreds, but I have more important matters to deal with. Shadow, leave no survivors." He said.

Tails quickly got to his feet. Knuckles followed.

"Shadow… why are you siding with them?!" Tails shouted. Shadow remained silent. He raised his hand above his head and Tails left the floor.

"Oh no…" Was all Tails could think before he was slammed into the wall by a force he couldn't see. Shadow went to attack again, but was cut off by Knuckles, who had tunneled into the ground, grabbing his ankles and pulling him through the floor. Knuckles surfaced alone and turned to face Tails.

"Go find Sonic, I'll handle Shadow."

"Ok, just, don't kill him." Tails said as he ran for the elevator. Knuckles turned to face the hole again. He walked to the edge of it and looked down. Shadow came flying back out with a determined look on his face, surprising the echidna. Knuckles smirked and went for a punch. His fist stopped itself halfway through his attack.

"W-What the?" He said. He was then thrown backwards by his own fist and through the window at the end of the hallway. Glass went everywhere as he plummeted to the ground outside of the headquarters. He was not going to give up this easily. He spun to meet the ground and tunneled last second. He resurfaced just as he saw Shadow follow him through the window. As quickly as he could, he hid behind a tree to catch his breath.

"Ok, so he knows how to use that psycho power stuff again. That's bad… um… there's gotta be some way I can tire him out." He said to himself, examining his hand that he had lost control of briefly.

Looking back around the tree, he saw something. Shadow's inhibitor cuffs that Tails had made were gone.

"That's it! If I get him to excerpt all his energy, he'll just crash! But…" He started, sliding down the trunk of the tree.

"I don't want to hurt him. Why Shadow? Why did you betray us…?" He said, hanging his head low. But his moment of tranquility was ended as the tree he hid behind was ripped from the ground and into the air by Shadow. He hurled it down toward Knuckles with no regret. Too late to move. Knuckles drove his fist through the tree, shattering it. Splinters of wood were scattered everywhere around the two. Knuckles went for a counterattack, but was lifted from the ground before he could move again. He tried to fight the invisible force, but it was no use. His eyes met Shadows. They were completely lifeless.

"S-Shadow…!" He started, but was cut off as the force that surrounded him started closing around his neck. He couldn't breathe. Dark spots began forming in his vision.

"W-Why…? Why would you… do this…?" Knuckles chocked out, trying again to break free. Shadow remained silent. The force kept coming.

"S-someone… help…" Knuckles croaked. His vision began to fade to black…