Penny tossed and turned in her bed, muttering protests. It was clear she was having a nightmare.

"S-Shadow..." She muttered, her brows furrowing. She turned a little to her side and curled up in her sleep.

She could see a red Emerald floating in front of her. On every corner of the jewel held Shadow's face. The memories of that day when she helped Shadow get back to his senses and save the world.

"It's useless." Shadow snapped at the girl as she staggered towards him. "I made a promise to Maria and I'm keeping it!"

Penny looked at him, her blue eyes full of pain and pleading. "Shadow, getting revenge won't bring Maria back!"

"So what?!" Shadow snapped at her, his face full of anger and sorrow.

Penny limped over to him. "Shadow, there's still time! Please... you've got to LISTEN to me!"

The scene changed, and now she could see Shadow in his super form, fighting alongside Sonic and Silver, trying to keep Space Colony Ark from crashing to the ground. The three hedgehogs had their hands up, and they seemed to be straining. But Shadow used all of his might to keep it from crashing to Earth. Penny could hear her friends shouting encouragements towards the three hedgehogs.

"Shadow!"

That last call was Maria's. Shadow's ruby eyes widened as Maria appeared in his vision, giving him a pleading look. "Those people need you, Shadow!"

Shadow snapped. "I am Shadow! Shadow the Hedgehog!" He growled, releasing his power. The rings around his wrists popped off, and soon he was flaming with power.

"You ready?" He asked Sonic and Silver.

"You bet!" Sonic said.

"Let's finish this!" Silver added.

Sonic and Silver followed Shadow's movements, unleashing all of the power of their golden forms. "Here we go!" Sonic and Silver yelled together.

Penny watched as Space Colony Ark seemed to zoom down to the planet. A second later, three powerful spheres appeared in front of it.

Shadow raised his fist. "CHAOS..."

"CONTROL!" Sonic and Silver finished for him.

A bright light filled Penny's vision, and soon the scene around her changed again, and she could see Sonic walking up to her, a serious look on his face, and she instantly knew what had happened.

Shadow was gone. He had sacrificed himself for the world and herself. Sonic looked at Penny's pained expression, and he handed the human girl Shadow's ring. Stunned, Penny said nothing for a moment, but let a silent tear fall to the ring, and the tear splashed onto the ring, causing tiny droplets to fly.

"Shadow..." Penny sobbed, clutching the ring and hugging herself. She fell to her knees.

"SHADOW!"

...

Penny gasped awake, her blue eyes wide with fright. "What a dream..." She wiped her eyes, surprised to see that she had been crying in her sleep.

The human girl looked over at her arm which held Shadow's ring. Penny carefully slipped it off and held it tenderly to her, shuddering.

"Shadow..." She muttered.

...

Penny slowly walked over to the group, hugging herself. Sonic was the first to notice. He walked up to her and placed a hand on her arm. "Penny?" He asked, sounding worried. "Are you okay? You don't look so good."

Penny looked down at him. "I don't?" She asked.

"You're all sweaty!" He said. "And your eyes are red. Is there something you need to talk about?"

Penny nodded, giving her eyes another wipe. "I'm okay. I had a nightmare."

Sonic winced. "Must've been a frightful one. Thank goodness it's over." He said, giving her a small hug.

She hugged back, her thoughts going towards her dream. "Shadow... what did that dream even mean?"

...

Rouge snuck back into Eggman's secret laboratory and glanced back at the familiar capsule. "Let's see." She said. She turned around and saw the gorgeous red Emerald sitting in the holder. She ran over to it. "How pretty!" She grinned. "How could I possibly resist?"

She walked up to it, but before she could even pick it up, the alarm sounded. "I take that back!" She said, her blue eyes wide.

Rouge hopped down, and through the blinking red light, she saw a familiar dark hedgehog in the capsule, wires on his head, his hands clasped over his chest.

"Shadow?!" Rouge gasped. "What in the world is he doing here? I haven't seen him since he..."

"Well, if it isn't my old friend Rouge." Eggman suddenly interrupted, standing in the doorway. Rouge turned to him. Eggman kneeled towards the capsule. "I see you stumbled upon my shadowy little secret!" He smirked.

"And here I thought I was the sneaky one," Rouge said. She glared at Eggman. "What are you up to, anyway?" She asked.

"You will find out all in good time, my sly little spy, but not until I'm good and ready!" He glared at her. "Out!"

Rouge turned around. "I'll say this for you Eggie," She smirked as she walked out. "You sure know how to keep a gal in suspense."

Eggman followed her, and closed the door to Shadow's room, and locked it. Hearing pattering feet, the female bat turned to see Decoe and Bocoe running up to them, panicked looks on their faces. "Dr. Eggman!" Decoe said.

"There is an intruder on board!" Bocoe said, his eyes wide. Bokkun, who was with them as well, yelped and hid behind the silver bot, clutching Bocoe's hand with his arms.

Decoe glared accusingly at Rouge. "It is HER, doctor!" He snapped accusingly. "She is the intruder!"

Eggman turned to Rouge. "Ridiculous!" He said. "Rouge is a member of our team! She is our guest!"

"Huh?!" Both robots gasped.

Bokkun said nothing, but looked at Rouge in fear, whimpering as he clung to Bocoe.

"From now on it's all about teamwork. Right, fellas?" Rouge smirked. She moved over to Bokkun. "Bucky knows about teamwork, doesn't he?" She cooed, booping him on the nose with her finger.

Bokkun whimpered, shuddering.

...

"The ship's scanner isn't showing any signs of life below," Chris said as he scanned the planet below them. "Maybe the Metarex took this planet egg away, too."

"Wow!" Tails said. "If this keeps happening, there will be no planets left anywhere in the galaxy!"

"We've got to stop them somehow and fast!" Tangle said. Whisper nodded.

"This is serious," Kat said.

"You're right, Kat," Chris said, returning to the image of the ruins of the planet.

"Creepy..." Penny muttered, and Sonic held her hand reassuringly.

"The Chaos Emerald is somewhere up ahead in those ruins!" Tails said.

"Yeah, but where exactly?" Cloud asked.

"There's only one way to find out!" Tails said.

"This will be a sinch," Amy said. "All we have to do is split into two groups! I'll go with Sonic!"

"Why do you always have to go with Sonic?" Tails asked, looking at Amy.

Amy smiled at him. "I'll tell you why!" She said. "Throughout history behind every great hero, there's a great woman guiding him."

"Really?" Tails asked.

Penny glanced at Sonic, and he shrugged.

...

"Looks like this was some kind of space colony!" Penny said as she and Cosmo stood outside an old wreckage.

Cosmo looked at her. "Until the Metarex came."

"I guess so," Penny said. "I wonder how long it's been deserted!"

The two continued to stare at the wreckage and walked inside.

"This must've been the center of the colony's operations!" Penny said, scanning the room. She moved her flashlight around.

Cosmo looked at her. "I'll see if I can find anything over here." She said as she started walking. However, she tripped and dropped her flashlight at the same time.

"That was clumsy." She said, looking down at her flashlight, which was lying on a dashboard. "I'll go get it!" Cosmo jumped down, using her petal-like skirt to float down to the ground. When she landed, she ran over to her flashlight. "There we go!" She smiled.

"Cosmo, are you okay?!" Penny called.

Cosmo smiled. "Yes!" She called back. "Everything's okay!"

As she said it, she pressed a button, and a recorded message appeared on the screen.

Penny and Cosmo gasped. A video appeared, and a young Mobian entered, giving the girls a speech.

"If you are watching this, then you have somehow found a way onto our home planet, which was destroyed along the most of its citizens many years ago by evil Metarex monsters. Those of us who survived build this space colony, in the hopes that one day, we will make contact with others, and eventually restore the glory of our planet. But the monsters destroyed it as well. All is lost. Destroy them, or they will destroy you!"

The video went static, and the Mobian on the screen stopped talking. The video stopped altogether.

"Why did they do it, Penny?" Cosmo whispered.

"I don't know," Penny whispered, lost in thought. "I just don't know."

After looking around the wreckage, Cosmo, and Penny walked off. When they went outside, Cosmo stopped, and Penny looked down at her. Cosmo looked down. "How could they be foolish enough to think we can ever defeat them?" She whispered. She turned to look at Penny. "Penny?"

"Yes, Cosmo?" She asked.

Cosmo looked at Penny with worry. "You look like you're lost in another world."

Penny smiled sadly. "I started thinking about my homeworld."

"You are?" Cosmo asked.

Penny looked up. "I had a strange dream last night. This was a dream about this hedgehog we used to know named Shadow. I had a strong connection with him. Like I do with Sonic. Just when everyone back home lost hope, he, Sonic, and Silver made us believe again."

"You mean there's someone else like Sonic and Silver?" Cosmo asked.

Penny smiled.

Hearing a communicator beep, Cosmo answered it. Tails appeared on the screen. "We've got an emergency!" He panicked. "I've lost them! My link with Amy cut off and I can't get through anymore!"

"Tails? Is everything okay?" Penny asked, fear in her voice. Cosmo jumped around and gasped. "Penny, the castle!" She cried, pointing to it.

Penny turned around, and her heart stopped.

The castle was moving.

"Sonic!" She cried.

...

Inside the castle, Sonic took a leap and jumped out of the castle. Penny flew up in the X Tornado and caught him"Gotcha!" She smiled.

"Thanks!" Sonic said, shooting her a thumbs up. Penny watched from the X Tornado as Sonic got the rest of their friends out of the castle. Her eyes widened as the castle seemed to devour itself. Then, an eerie-looking arm swooped out and trapped Sonic and Silver in its arm.

Penny thought quick and started firing the X Tornado's lasers at the beast holding her friends, but it was no use. She let out a frightened gasp as the monster pulled Sonic in its pond like substance.

"No!" Penny cried. A peal of echoing laughter filled her ears.

"It appears that your friends have sunk into an entirely new lew!"

"It's talking!" She gasped.

"You meddling fools thought you could destroy us but in the end it is us who will destroy you!"

"Hang on!" Penny yelled, driving the X Tornado to rescue Sonic. She dodged the gunk it spat at her, and she shot out two rings from the cockpit. To her relief, Sonic She sighed, but to her horror, she watched as Knuckles and Cloud dashed up to catch the two.

"Shadow..." Penny thought, eyes wide. "I wish you were here to help!"

...

"Sonic, Silver, and Knuckles are sure having the time of it!" Decoe said as he watched the whole thing from the screen.

"That's one tricky Metarex!" Bocoe said.

Eggman looked at Rouge. "Speaking of tricky, I have an assignment for you, Rouge."

"Oh, yeah?" Rouge smiled. "I was wondering when you will say that!"

"This assignment will require a great deal of skill on your part!" He said. "If it is done to my satisfaction you will get a Chaos emerald!"

Rouge gasped, and so did the robots. "GIVE HER A CHAOS EMERALD?! BUT SHE'S A DOUBLE CROSSER!"

Rouge smirked. "Why, what a sudden generosity, Eggie!"

"Just feeling magnanimous is all," Eggman said.

"I'd be touched if it wasn't pure baloney," Rouge said.

Eggman smiled. "Now, don't be that way! Don't you want to at least hear what my brilliant plan is?"

"Okay," Rouge said. "But only for the Emerald!"

"I promise you won't regret it!" Eggman said with a laugh.

...

Penny's eyes widened with fright as the creature turned into a giant moth. "Enough of your child's play! Your weapons have no effect on our omnipresent evil! Hah hah! Your destruction is at hand, it's too late to turn back!" And at that, the monster started shooting arrows. Penny had a hard time trying to keep the ship steady. Her communicator beeped, and she turned it on.

Tails glanced at Penny on the screen. "I'm pretty sure that weird Metarex out there swallowed the Chaos Emeralds. We may get it if Sonic and Silver use a ring tunnel."

Penny nodded, even though her heart was pounding. "Roger!" She said. Penny pressed a button and shot two pairs of shoes for Sonic, Then she pressed the ring tunnel button. She kept firing the rings as Sonic zoomed through them. Penny watched as Sonic zoomed right up to the orb in the center, but a second later, he grunted in pain, the electricity sweeping through him like a canon.

"No!" Penny shrieked. A second later, she saw Sonic fall downwards. Sonic opened his eyes a bit to see Penny flying the X Tornado towards him. "Sonic, hang in there!" She yelled, straining on the controls.

Sonic's eyes widened. "Penny, turn around!" He yelled. "It's too dangerous!"

Penny's eyes flared with determination. "I don't care!" She yelled.

Her mission to rescue Sonic stopped short when arrows started attacking her ship. She let out a panicked yell as she tried to steer through them.

"PENNY!" Sonic yelled.

As she fell with her ship, Shadow's ring slipped itself from her wrist and floated red in front of her. Her eyes widened.

"Shadow?!" She gasped.

...

Shadow smashed out of his capsule. He walked forward through the dust, holding his red Chaos Emerald. He looked around the room he was in. He had the sense that someone needed his help. Strange... he didn't know her, but why did she seem familiar?

He frowned at the Emerald in his hands.

Shadow looked up. "Time for Chaos Control."

A bright light filled the room, and he was gone.

...

"PENNY, NO!" Penny heard Sonic yell.

Penny squeezed her eyes shut. But when she thought all hope was lost, she felt strong arms wrap around her, and pull her out of the X Tornado. She squeezed her eyes shut and clung to her savior as he launched the final blow on the Metarex. Then she blacked out.

When Penny came too, she groaned. She looked around at her surroundings, and then she looked up. What she saw nearly got her into tears.

Shadow.

He was staring at her, a mix of determination, worry, confusion.

"Shadow?" Penny asked, stunned. Her heart pounded.

Shadow glanced down at her. His eyes widened with recognization. Was this the girl he seemed to remember before? He didn't know. When he got the chance, he would have to question her alone.

Shadow pulled away from Penny's glance and said those two famous words. "Chaos Control."

And he was gone.

Penny stared at the spot he had vanished, completely stunned. "But..." She gasped.

...

Shadow appeared right in front of Eggman and Rouge. He held the two Chaos Emeralds in his hands.

"Shadow?!" Eggman gasped.

Shadow walked up, then fainted.

Rouge and Eggman stared at him in shock.

Shadow the Hedgehog was back.