Now begins the two-part episode; Mind Over space!

(**Panty & Stocking theme ~ opens in the background**)

~ Sonic plus Panty & Stocking with Garterbelt! ~

I am Shadow Arc: Mind over Space! Part 1!

Sonic and Knuckles sacked the wolf ghost in the stomach with a duo attack, while the smaller red riding hood ghost leaped off of its shoulders and aimed its cleaver at the girls. "You bitches are mine!", it yelled as it threw the cleaver at Panty; only to use the barrel of Backlace to defect it and toss it high into the air.

"That all ya got?!", she smirked as she leaped into the air and delivered a knee thrust to its stomach. The smaller ghost threw a left hook towards the blonde's face but she dodged it and kicked the ghost away. As for the ghost wolf it launched a claw attack on the blue hedgehog and red echidna, but both of them dodged as they back flipped a couple feet from where it was.

"Heh, this guy's somethin' ain't he…?", said Knuckles.

"He may look stronger than you think but trust me, he's not.", chuckled Sonic. Stocking spun her katana around before leaping into the air to deliver an aerial attack. "Here I COOOME~!", she shouted as she darted towards the ghost wolf's neck.

"Oh no ya don't!", growled the red riding hood ghost as it intercepted the Goth. However Panty shot a bullet through its back as a gaping hole appeared before getting larger. "All yours Stockin'!", smirked the blonde as the Goth nodded.

"Guh?! What the-?!" Was the only response heard from the ghost wolf before it was slashed into a million pieces by Stocking's stripped blades. The Goth landed on the ground as she looked from the corner of her eye at the damage that she had done.

"Dammit! I though he said that we'd be more powerful this time!", wined the smaller ghost.

"Such is our fate at the hands of these girls once again…", growled the wolf ghost.

"NOW WE'RE FINISHED!", they both screamed.

**BOOOOOM!**

The dark orbs disappeared as well as the ghost wolf and smaller ghost. Sonic and Knuckles dusted their hands as they looked at the girls before giving them a high five, with them doing the very same. "Ha! That was so easy I didn't have to lift a finger!", smirked Sonic.

"Those guys weren't nearly as strong as I thought they were. What a shame…", added Knuckles.

"Feh, that focker doesn't give us enough credit. At least make it a damn challenge okaaaay?", shrugged Panty.

"That didn't even last five minutes. What was the fockin' point of all that anyway…?", sweat dropped Stocking.

"Eh, who knows babe.", shrugged the blue hedgehog, "Anyway now that that's outta the way, let's start lookin' for those chaos emeralds before any-"

**MOOOOOB!**

"Mahahahahaha! You thought you could get rid of us that easily?!", laughed the revived ghost wolf.

"Yeah, we faked the whole death thing to make it more dramatic!", added the smaller ghost.

"What the fockin' hell?!", growled Knuckles.

"How did you guys get an extra continue?! That's not fair!", pouted Sonic.

"Fock…it's just like that last ghost I had to deal with back in the city. Yo Silver! C'mere a sec'!", said the blonde as the silver hedgehog made his way towards her.

"Shall we help as well Miss Panty?", asked Blaze.

"Nah, I just need him to do his crazy psychic thingy again like he did before.", replied Panty.

"That, I can do!", smirked Silver as he gave the blonde a thumbs up. While Sonic, Knuckles, and Stocking were trading attacks with the ghost wolf and smaller ghost, the silver hedgehog closed his eyes as he concentrated on his psi powers. Like Garterbelt had said before; he was the only one who had the "special" power for eliminating those troublesome dark orbs. A few minutes later his body started glowing as he shot his eyes open and looked dead at the ghost wolf.

It was paralyzed instantly, as the dark aura and dark purple orbs started to fade and die.

"W-What the hell is this?!", stammered the wolf ghost, "I can't move a fockin' muscle!"

"Grr! Me neither! It's like we've been paralyzed or somethin'!", replied the red riding hood ghost. Sonic and the others glanced in Silver's direction as he had a small smirk on his face. "Go for it guys!", he said as the blue hedgehog nodded and replied back with a smirk. The ghost wolf and smaller ghost had nervous looks on their faces, as they knew what was about to happen next…

"Let's boogie!", smirked the hedgehog as his angel aura expanded and his halo got brighter. He along with Stocking and Knuckles leaped at the two paralyzed ghosts as they had no way to even defend themselves. The ghost wolf suffered a thrashing punch from the red echidna, followed by a smack from Sonic's Homing Attack that busted a hole through its head. The little ghost was slashed multiple times by the gothic swordswoman before the three of them delivered the final blow.

"REPENT MOTHERFOCKERS!", they shouted as the final blow was struck. The ghost wolf and smaller ghost soon had lights coming from open areas of their bodies.

"Not again, DAMMIT!", growled the wolf ghost.

"NO! Beaten by those sluts again!", growled the smaller ghost.

"THIS TIME WE'RE FINISHED!", they both screamed.

**BOOOOOOOM!**

The ghost wolf and smaller ghost were gone for good, and would not be returning again anytime soon. Stocking and her sister slipped their namesake back on as Silver powered down and returned to normal. "Hah…well that should do it…", he said with exhaustion, seeing as though it would soon be time for him to recharge his powers.

"That was amazing! How did you learn to do that Silver?", Tails said in surprise.

"Well, me and Blaze along with Panty had to fight a ghost back in Daten City before. From what Garterbelt told me…my powers are the only thing that can defeat those ghosts like that.", replied the silver hedgehog.

"Hmph. Now that this is behind us, it's time to start looking for the chaos emeralds.", stated Shadow.

"Shad's right. We don't have much time left before Corset does something to Brief, so let's get a move on right away!", replied Sonic.

"Wait a sec Sonic!", waved the fox boy, "I'm not sure if I still have it or not, but I think I might have the first chaos emerald back at the lab."

"Ah, shoot! That's right! THAT'S what I wanted to talk to you about!", replied the hedgehog as he face-palmed.

"Well at least that saves us da trouble of lookin' for one.", said the blonde.

"I guess that means there's six more out there to find.", added the Goth.

"No need.", said Shadow as everyone looked at him in question. He reached behind him and pulled out the purple chaos emerald that Tails had, as he took it from behind the transporter before leaving. "I found this behind something before we left. I'd figure you'd be looking for it so I snagged it just in case…"

"Thinkin' ahead Shadow? Showoff…", smirked Sonic.

"Wow, thanks Shadow!", smiled Tails as he went over to get the emerald from him. Omega looked at the chaos emerald and scanned it for a few minutes, after it was complete he looked towards the sky. "Next emerald location detected.", he said.

"Omega. Do you know where the next chaos emerald is?", asked Shadow.

"Um, babe? Who's the robot…?", Stocking whispered to Sonic.

"That's Shad's buddy, Omega. He's a robot that was created by Eggman but he hates him more than anything, because he abandoned him inside a secret base.", replied the hedgehog.

"Wow…harsh.", replied the Goth.

"Affirmative. The next chaos emerald is aboard the Space Colony Ark.", replied the robot. Everyone was either shocked or not as the next emerald they had to look for, was inside the place that Shadow was born from 50 years ago. He saw this as an opportunity to gather any information about the professor's research, as well as some answers to the mystery behind the prototype clone.

"If that's the case, then the Ark is where we must go.", stated the Ultimate Lifeform.

"Space Colony Ark huh? Doesn't it look like that half-moon shaped base that looked like it had a long ass laser gun, or somethin'?", asked Panty.

"Yep. That's the Ark!", Tails replied.

"Wait a sec', you know it Panty?", wondered Sonic.

"Well, me n' Stockin' took my rocket ship near there after that lil' sex tape incident we had during our movie premiere.", replied the blonde.

"We ran into it while trying to get back a copy of her porno tape that she made. We assumed it might have been another spaceship but we didn't know…", shrugged the Goth.

"Wait a sec', you guys have a rocket ship? No way!", stammered Knuckles.

"Heh-heh, so we'll actually be able to go to the Ark after all!", smirked Sonic. The others were excited about the chance they had of going to the Space Colony and finding the chaos emerald. As for Shadow; he too was somewhat happy about this, but at the same time he had an agenda of his own that he wanted to complete. "(Perfect.)", he thought, "(This will give me the chance to search the professor's old diary that he should still have lying around somewhere. I'm hoping that'll give me the answers that I'm looking for.)"

~ Meanwhile in a hidden base behind an ancient ruins ~

After losing that battle to his one true enemy yet again, Eggman was planning another scheme to use so he could have the upper hand in battle once again. Metal Sonic was currently in the repair shop at the time due to the slashing he received from Stocking, however he was doing okay.

"Curses!", growled the doctor, "Every time it's the same old thing! That blasted rodent has ruined me yet again, and I've just about HAD IT WITH HIM! Bah! No worries though, there's no way he'll be able to foil my master plan…"

Eggman was determined to use any means necessary to try and defeat Sonic, even if it meant trying to kill him just to rid himself of the image of him in his mind. He pondered what new method he should try in order to gain the advantage in their combat, that is until he thought of something he hadn't before.

He looked at Metal Sonic as he was being repaired and wondered something; if he could upgrade him and make him stronger, then maybe he might finally gain the edge on Sonic he needed. Eggman went over to Metal Sonic's head and opened the side of it, while removing a chip that he installed. Upon doing so he slid the chip into his main computer as he pressed a red button on the controls. The computer loaded the battle info it received from the chip as there was something that caught the doctor's interest.

He saw how the battle went with Sonic along with Panty and Stocking, and noticed how Stocking was able to cut up and defeat Metal Sonic.

It was then, that he got an idea.

"Ah! Of course…why didn't I see that before…?", he said to himself. If Eggman knew one thing; it's to fight fire with fire! In this case, he knew just how to do that. Evil laughter filled the base as the doctor found a new source of inspiration from the battle data that he received from Metal Sonic. He got to work on his newest creation and never looked back…

~ To the church ~

Sonic and the others made their way inside the chapel as they came towards the pulpit, hoping that Garter would be standing there.

He wasn't, as he was away from the house at the time.

However that didn't matter at the moment, as they now had an assignment that they had to do. "So where is this rocket ship located…?", asked Shadow.

"There's a secret area that Garter didn't want us to know about, we'll be comin' close to it soon.", Panty replied.

"So we're really going into outer space to get the chaos emerald from the Ark?", asked Tails.

"That's what it is all right…", Knuckles replied. The gang finally reached the area that Garter kept secret from the girls as they went down into it. After going down a seemingly long staircase they stumbled on to a large room that appeared to have a big rocket ship set up inside. "This is totally boss! I can't believe you guys actually have something like this down here!", said Sonic in excitement.

"Sure do babe. And it's still intact too.", replied Stocking.

"No kiddin'. Let's see if this baby still works.", said the blonde as she made her way up the stairs leading towards the center door of the rocket. She signaled the others to come as they hustled up the stairs towards the door that she went into. Upon walking inside Tails and a few others were in awe of how big and spacious the rocket really was.

"Wooow! Look at how much room is in here!", smiled the fox boy.

"There's definitely enough room in here for more than ten people. How were you guys even able to afford something like this…?", Silver questioned.

"We made an ass ton a' money during the premiere, so we balled out and got us a rocket.", shrugged Panty in her usual tone.

"I must say…this is nice.", said Blaze politely. The blonde lead the others towards the seats near the cockpit as she herself jumped into the driver's seat, with Stocking sitting on the passenger side. After the gang strapped themselves in, Panty turned on the main thrusters for the rocket before pressing a few buttons. Once the coordinates for the destination were set, the blonde fired up the engine as the countdown was beginning…

"Preparing for launch! Launch sequence initiated! In 5…4…"

"This is so exciting!", said Tails in the edge of his seat.

"Hold your horses kiddo, otherwise you'll fall.", said Stocking, causing the fox boy to blush.

"3…2…"

"This is it…the moment that we've been waiting for…", said Sonic in confidence.

"The Space Colony Ark…", said Shadow.

"1…Shuttle liftoff!"

Within that moment, the Panty a-Go-Go rocket ship took off into the skies as the blonde controlled the wheel. They were on their way to the next chaos emerald on the Space Colony Ark, and this…(even though he didn't show it) excited Shadow very much.

"Now…I can find out the truth about what the professor was really trying to…", he said to himself, as a sudden smirk appeared on his lips.

~ Space Colony Ark ~

Sonic and the others got off the rocket as it landed on a launch pad on the outside of the Ark itself. After a nice lengthy walk through the main bridge leading to front end of the space colony, the group finds themselves looking at the vast research facility that is…the Space Colony Ark.

"Whoa…this place looks fockin' deserted…", said the blonde as she looked around the base.

"I'll say…how old is this place anyway…?", added Stocking.

"It was shut down over 50 years ago because of an accident that occurred. When it was actually functional, it was the first advance research facility of its kind.", explained Tails.

"But right now, it's kind of abandoned at the moment…", said Sonic while scratching the back of his head. Shadow stood quietly as he looked around at the Ark; he could still hear the sounds of everything that was going on 50 years ago, when the military guards came after him as well as Maria. Although he felt like he could look for the clues leading to the professor's reasoning of creating a clone prototype, on his own, he couldn't help but get the feeling that Sonic and the others would catch on to what he was really doing.

So in a rather irritated huff, he decided to ask for their help in finding Gerald's diary…

"Hey blue. Before we look for the chaos emerald…there's something that you should know…", said the black hedgehog. Sonic looked in Shadow's direction while scratching his head.

"Really? What's up?", he asked.

"Huh…well remember that giant bio reptilian that you and I had to fight a few years back?", Shadow replied. It took a minute for Sonic to think back to that time but somehow he remembered.

"Yeah. We defeated it using the chaos emeralds, right?", asked the hedgehog.

"We did.", replied Shadow, "But now I fear that somehow that same reptilian came back…"

"What the heel are you guys talkin' about…?", wondered Panty.

"Wait a second. Are you guys talking about the prototype of the Ultimate Lifeform that you two, supposedly gotten rid of?", asked Knuckles.

"There's no way it could've survived everything that Sonic and Shadow threw at it! It should be dead, right?", wondered Tails.

"Of course you should know Tails, you were with me while we were reading that article together.", stated Shadow. Suddenly all eyes were on the fox boy as a drop of sweat appeared on his forehead. It wasn't like him to hid something like this from his friends and not tell them, but this information…well it's…complicated beyond belief.

"Tails?...What's Shad's talkin' about with the prototype business, huh?", shrugged Sonic as Knuckles was also curious to know.

"Ooh, someone's gotta dirty lil' secret.", snickered the blonde.

"There somethin' you're not tellin' us Miles?", smirked the Goth. Tails started sweating rapidly as his friends started to back him up into a corner, pretty soon Shadow decided to tell the whole truth. "I think this has gone on far enough.", he said in a serious tone, "The truth is…the professor has created a separate clone of the prototype and we need the seven chaos emeralds to try and stop it. But first we need to find the clues on where that clone could be, and the only way to do that is to look for the professor's diary."

The fox boy let off a sigh of relief after Sonic and the others turned to face Shadow. "Diary? So you're tellin' me that prototype thing has a clone; therefore is somewhat back?!", stammered the blue hedgehog.

"Yes.", Shadow replied.

"But if he created an exact copy of the original prototype, then we could just defeat it using the chaos emeralds right?", asked Tails.

"That's what I just said…", groaned the hedgehog.

"Sitting around talking about this prototype monster isn't going to help us find the emeralds. So, let's look for the one we need here, and then start looking for that diary about that man you mentioned...", Silver suggested.

"This place is quite vast. Perhaps we can cover more ground if we split up.", said Blaze.

"Smart idea!", smirked Sonic, "Me n' Shad's can cover the north area of the Ark and search for the emerald there. Tails can go with Knuckles and cover the south area, while Silver and Blaze can handle the eastern area."

"Wait, won't dat leave me n' Stockin' with the western area?", questioned Panty.

"Of course, it would make sense to put us in teams of two. Since there's eight of us here, that'll cover all four directions of this place to find that emerald!", said the Goth.

"Bingo babe! Now let's hustle and get to work, Brief's counting on us!", smirked the blue hedgehog as everyone agreed. However he forgot someone in the process…

"What should my assignment be…?", asked Omega.

"Aw, shoot! I forgot about you. You can roll with me n' Shadow to look for the chaos emerald, okay?", replied Sonic.

"Affirmative.", replied the robot. The gang split up into separate teams as they went towards their areas to search for the chaos emerald, as well as the professor's diary about the prototype clone.

~ A little while later ~

The door opened as Panty and her sister walked into the room, there was nothing inside of it except a desk as well as some power generators in the corner of the room. The girls looked around for anything that looked like a diary, as Shadow mentioned something about Professor Gerald writing some blueprints about the prototype.

"Shit man, I don't think we're gonna find anything…", shrugged the blonde.

"He said that old geezer had written some blueprints about that thing, and that he usually writes them down in his diary.", Stocking replied. Panty walked over to the desk and found many old papers scattered around, she looked at almost all of them and found nothing. That is, until something heavy dropped down onto the floor as it whipped up a small cloud of dust.

"Fock! There's so much dust in here…", she muttered, as she fanned away most of it and picked up the book. After flipping a few pages the blonde's eyes widened as she glanced in Stocking's direction. "Chika! C'mere, I got somethin'!", she said.

"What is it? Did cha find that old geezer's diary?", asked the Goth.

"Yeah. I think there's somethin' in here about that 'prototype' he keeps yappin' on about.", replied the blonde.

"Well, let's check it out!", said Stocking. The girls started reading one of the journal entries that Professor Gerald had written the night before Maria was killed; it mentioned within the text about him doing some research as he was inside the bio lab, working on the early phases of creating the Ultimate Lifeform…

~ August 23, Entry No. 67 ~

Yes! I have finally managed to isolate the compound from the original. It'll only be a matter of time before they discover what I've just done. After fusing the blood of Black Doom into the Ultimate Life, I was finally able to copy and isolate that gene into a separate project all together. Soon the final phase of my creation will be complete, until then…I shall hold out as long as I can until they come for her…

"Eh? Who da fock is Black Doom…?", said Panty in confusion while scratching her head.

"Dunno. Shadow said somethin' about him having the same blood type or something before he killed him. Ugh…I wish my baby was with me, at least it wouldn't be boring with him around…", muttered Stocking.

"Well we found the book…why not take that to em' and maybe he can tell us more about this fockin' proto-somethin'.", shrugged the blonde as she made her way towards the door.

"I guess you're probably right, he knows more about that old fart's diary than we do…", replied the Goth as she closed the book. The girls left the room and closed the door, however unknown to them a small blue piece of paper was underneath the lamp that was on the desk. A closer look revealed it to be the blueprints that spoke of what the professor did with the compound, after he isolated it. The words on the top right corner of the paper read; "Code Name: PESUDOHAZARD".

~ Elsewhere on Tails and Knuckles' side ~

The two of them entered into the research facility's main room, as they walked around to see if they could find anything that Professor Gerald might have had lying around. "This place looks empty…", muttered the red echidna, "Ain't nothin' here except some generators and a view of the earth in here."

"Well we know the chaos emerald can't be in here, maybe we should check over in Silver's area of the colony.", replied Tails.

"Couldn't we just go and check the control room?", asked Knuckles.

"No, that place would be too obvious to look for the chaos emerald there…", the fox replied as he and the echidna left the room. Little did they know, that a small little camera was watching them leave as it had already scanned their data. In fact there were small cameras all in the rooms that Sonic and the others were all in; meaning that they had scanned them all as well…

~ Meanwhile at a secret military base ~

The camera scans as well as the footage that was taken aboard the Ark, was already transferred to the G.U.N Headquarters. At the head of the main transfer room was the commanding general, as he was looking at what was going on inside the space colony during the time.

"Shadow…", he muttered, "What's he doing up there…?" Suddenly the door behind him opened as a figure wearing a skimpy spy outfit with heart-shaped boots as well as a matching tank top-like outfit, walked in. The general turned around as a small smirk appeared on his face.

"I see you've noticed them too huh…? Figured as much since you two worked together…", said the general.

"Oh c'mon sir, am I really that easy to figure out?", smirked the figure as it turned out to be a woman. A woman who is a spy for the government.

"Heh, you sure know how to charm a guy…don't you Rouge…?", replied the general.

"Please sweetheart…I do this for a living.", the bat girl replied.

Fallen Angel plays in the background…TO BE CONTINUED!