Penny moaned as she woke up. Her head throbbed in pain. The first thing she noticed was that she was lying down on a bed and that her arm had a bandage on it, and her cuts had smaller bandages on them as well. She sat up, groaning again and rubbing her sore head.

"I see you're finally awake." A familiar voice said on the other side of the room. The human girl turned around, and her eyes widened when she saw Shadow staring at her, his arms crossed.

"S-Shadow..." She gasped.

"Easy," Shadow said. holding his hands out. "I'm not going to hurt you."

Penny soothed her nerves and looked around. "Where am I?" She asked again.

"The doctor's base," Shadow answered. "I bought you back here to tend for you after that incident with the Metarex."

Penny looked a little embarrassed. "T-thank you...?" She said nervously.

"No problem." Shadow huffed. "I have some questions I wanted to ask you."

"I'll see what I could do to answer them..." Penny said nervously. She couldn't believe it. Shadow. Talking to her. Treating her wounds. She couldn't believe it. She felt pretty awkward about this.

However, before Shadow could ask the first question, Eggman's voice appeared over the loudspeaker. "Oh, Shadow, it seems we're in a bit of a pickle! See what you can do."

Shadow nodded. He looked at Penny with a stern look. "Stay here." He ordered, before teleporting himself to the doctor. Penny felt stunned. She couldn't believe Shadow bought her here, out of all places!

Her curiosity took over, and the girl hurried over to the infirmary window to see Shadow fighting off dozens of Metarex ships. When he was done, he landed on the base's bridge.

Curious, Penny forgot about Shadow's orders of staying put and hurried over to Eggman's control room, where he was talking to a girl with red hair on the screen.

"We're very grateful to you." She said, smiling down at Eggman. Eggman smiled back at her. "Think nothing about it!" He said. "Those Metarex could certainly be a nuisance with a capital 'n'!"

Penny looked over out of the control room's window. It seemed that they were headed towards a planet that looked like it was blown to pieces and then put back together. The red-haired girl smiled as she explained the planet to the doctor. "This is Cascade, our home planet. My friends and I are the only ones living here now. They've arranged a welcome reception for you at the base! I'm sure they'd be greatly honored if you come! We'll see you there!"

Eggman smirked and peered at his scanner which located the Chaos Emeralds. It was blinking. He turned back towards the girl. "I'd be happy to come," Eggman said. "Now that I know there's a Chaos Emerald lying around those wretched ruins down there." He took out his communicator. "See what you can find, Shadow!"

"I'll take a look around." Shadow nodded in agreement.

"If Rouge and her sticky fingers and that pesky human girl find out there are actually Chaos Emeralds floating about, either one of them is liable too..."

"Penny and I are liable to what, Eggie pooh?" Rouge smirked. She had just noticed Penny in the hall and gave the girl a friendly wave. Penny waved back, and she slowly walked into the room. Penny couldn't help but notice Bokkun's nervous expression on his face. "Uh oh! Talk about busted!"

"You're afraid that I just might snatch them up myself! And that Penny here would take this Emerald straight back to Sonic herself! How could Penny and I ever convince you we're on the level?"

"Rouge is right," Penny said, grinning at Eggman. "You're not letting me miss out on this! I will behave myself, I promise!"

Eggman glared at them both, but eventually sighed and radioed Shadow. "Take Rouge and Penny with you, too, but you'd better keep an eye on them!"

When they made it to the Resistance's base, Molly smiled at Shadow. "Shadow?"

Shadow turned to her.

"Sorry, I just wanted to thank you," Molly said. "What you did... I mean, it was incredible!"

Penny smiled nervously at Shadow, who was nodding slowly at Molly before walking off. "Yeah."

"No, I mean it!" Molly said. "How did you do it? You destroyed those ships in seconds flat! My comrades and I were really impressed! And I just..."

Shadow walked off.

Molly wanted to talk more, and she hurried up to him. "I just want to know more about you, like, where you learn to battle like that? You were amazing!

Shadow frowned as he continued to walk. "Just drop, okay?"

Molly looked worried. "Oh, no, I didn't mean to make him angry..."

Penny smiled at Molly. "It's okay, Molly. He's like that."

"Penny's right," Rouge said. "Don't worry about it, hon. He's always grumpy."

Molly looked at Rouge and Penny curiously. "Why is that?"

"Ya got me," Rouge said. "But just because he's a hero doesn't mean he's Prince Charming. That strong silent jazz drives me batty."

"Molly..." Penny began, but Molly rushed up to Shadow, getting in his way. "Wait. You attacked four Metarex ships like it was nothing at all! I've never seen bravery like that before! It was like the Legend of Black Wind!"

"Black Wind?" Penny asked Molly. Shadow finally looked interested. "I've never heard of it before!" He said.

Molly smiled as she began her story. "Long ago, there was a great hero named Black Wind. We called him that because he came out of the night to fight for our people and was never seen again." Molly smiled at Shadow. "For a moment, when I first saw you outside my ship, I thought that maybe you were him!" She closed her eyes happily. "You're a hero!"

Shadow walked off.

"Shadow!" Penny and Molly cried.

Shadow didn't look back. "You're wrong." He said as he walked. "I'm no hero."

"That's right," Rouge growled. "He's just out for himself, arent' you, Shadow?"

Shadow glared at Rogue. "Funny you should talk. You'd do just about anything to get what you want!"

Rouge gasped.

Shadow walked off.

"I will try to go talk to him..." Penny told Rouge and Molly. They nodded.

Penny took off after Shadow.

...

"That's right, doctor. If you hadn't come along, who knows what would've happened!" Leon told Eggman as they dinned in celebration together.

"Thanks to you, the Resistance lives on!" Another Resistance member told the doctor. Eggman smiled as he picked up his glass. "You're too kind!" He said. "It was the least I could do for my fellow revolutionaries!"

"You are a truly noble and honorable warrior, sir!"

Decoe, Bocoe, and Bokkun nodded at this. "Maybe now would be a good time to ask about that Chaos Emerald.."

All three robots sweatdropped, realizing their mistake. "OOPS!"

"Eh-perhaps you're right, Decoe." Eggman said. He turned to the Resistance. "I would be tickled to continue assisting your mission. Providing we find a way to, shall we say, sweeten the deal?"

Leon nodded. "You've got it," He said. "After all, it's only fair. You've proven yourself to be a great ally, sir."

"That's right, you deserve it!"

"We don't often find like-minded freedom fighters such as yourself," Leon said. "What's ours is yours, sir! Ever since our planet was destroyed, we had no need for a Chaos Emerald. Passing it on to such a worthy and Willian man will indeed be a nod."

"Our comrade Leon speaks for all of us, sir," Another Resistance member said. "A Chaos Emerald is the least we can give for your invaluable friendship. We humbly thank you."

"What's going on?" Molly asked from the doorway.

Everyone turned to see Molly walking towards them. Shadow, Rouge, and Penny stood by the door. It took a while to calm Shadow down, but Penny had managed to cool him down and help Molly. Penny stood close to Shadow as she watched Molly talk to Leon.

Leon stared at Molly seriously. "We're giving him the Emerald." He said. "I need you to get it."

Molly stared at Leon. "If you think it's best, then I suppose we should. But we hid it so long ago, I can't remember where!"

"Let me think..." Leon muttered. "Okay...you'll need to fly to Cascade to Satelite City where the Industrial District once was. There's a factory there with three windows at the top."

"Then what?" Rouge asked.

Leon continued. "It's in a safe deposit box right near there on the main level."

"Okay, we'll fly there right now." Molly nodded. She started following Rouge, Shadow, and Penny. Leon grabbed Molly's hand. Curious, Molly turned to Leon. Leon looked at her. "Molly, I need you to do something else. Something really important. You'll see a small lock cabinet directly above the safe deposit box." He held a strange-looking key that Penny never saw before. "Bring me whatever files are in there," Leon said, putting the key in Molly's hand.

Penny looked confused. "I don't get it," She said. "Leon, why would we need a bunch of dusty old files?"

"Simple!" Leon looked at the human girls. "They're historical records of a Metarex invasion that might just prove useful to us."

"Makes sense," Penny said with a nod. Molly nodded as well. "Sure." She said. She turned to Penny and grabbed her hand. "Come on, Penny!"

The two girls darted after Shadow and Rouge.

...

Soon, Penny found herself flying in Molly's ship towards Cascade. Shadow was below them, zooming on his hoover boots. Penny found herself worrying about Sonic, and she hoped that he wouldn't be too upset with her when this was over. She would've moped more about Sonic and her other friends if Molly hadn't interrupted Penny's train of thoughts.

"You wouldn't know it," Molly said. "But this was once a beautiful place!"

"You're right, honey," Rouge said, looking out her window. "Penny and I wouldn't know. I guess I'll have to take your word for it!"

"There was a time where Cascade was a proud and glorious planet! But that time was so long ago, way before the Metarex came..." Molly sounded glum. Penny looked at her with worry. "Molly?"

"The galaxy had never seen a greater planet!" Molly continued. "We were the mightiest of all peoples, and with our superior intelligence, and advanced technology, there was no telling how far our Dominion could extend! Then in the blink of an eye, all of our hopes were destroyed. Since that first attack, we have had to fight to stay alive,"

"Whoa..." Penny muttered.

"So, they've been socking it to you all of this time, huh?" Rouge asked. "What is it those Metarex want from you anyway?"

"I guess all they want is to defeat us..." Molly said. "Whatever else they wanted, they've already taken. There's nothing left anymore..."

"Molly, I have a question," Penny said. "Did you and your comrades ever wanted to go somewhere else? Don't you ever get tired of fighting?"

"Sure we do, Penny," Molly told her. "But they still haven't taken our hope away! The hope that soon, Cascade will be beautiful and alive again, like it once was! And it will be! I'm sure it will! And with Shadow's help, I just know we'll beat them!"

"I can't disagree with you at that one, Molly," Penny smiled at her new friend. Molly glanced back at Penny and smiled back.

"Uh-huh..." Rouge said.

...

Soon, Penny found herself walking with Shadow, Rouge, and Molly through the ruins of Cascade. Penny stayed as close as she could to Shadow, and for once the dark hedgehog didn't seem to mind. Everything had been going fine until they walked near a lake, and a fish-like Metarex popped out, scaring Penny out of her skin. Molly grabbed Penny and got in front of her, firing at the Metarex until it was destroyed.

However, another wave of Metarex fish jumped behind them. Penny and Molly shrieked, but Shadow and Rouge jumped in the air, destroying them down in seconds flat. Shadow pulled Molly with him as Rouge pulled Penny with her. When they got to safety, Shadow frowned. "You might want to think about letting one of us walk ahead for a bit," he said. "You know, just for safety's sake."

"Shadow's right," Penny said, shuddering a little as Rouge put her down. Rogue nodded. "Plus, you're the only one who knows where this place is! It would be silly to put you in danger."

Molly smiled softly. "I'm all right," she said. "The spirit of the Black Wind is with me." She let go of Shadow's hand and darted ahead. "Come on, you three. Follow me! The factory's over here!"

"Okay, Molly! Wait for me!" Penny called, dashing after Molly, leaving Rouge and Shadow standing. Rouge frowned. "I don't like it," The female bat said. "My radar's telling me there was something extra fishy about those piranhas."

"I never thought I'd say it, but I think you're right," Shadow said, his eyes never leaving Molly and Penny as they trailed ahead together, talking and giggling. Shadow frowned as he continued. "That attack was an ambush if I ever saw one."

"So you're saying someone set up a booby trap huh?" Rouge asked. "Any suspects?"

Shadow stared at Rouge. "I have my suspicions."

"You feel like sharing?" Rouge asked.

Shadow frowned. "Come on, Molly and Penny are waiting for us. I don't want them in there all alone." Shadow said, taking off.

Rouge followed.

...

Penny frowned as she stared inside the building with Shadow, Rouge, and Molly, helping them find the Chaos Emerald. "Now, where could it be..." Penny muttered. She smiled as she found a case, and opened it up. Inside was the Emerald. "Molly! Shadow! Rouge! I found it!" Penny smiled happily.

Rouge smiled happily. "Hello, come to mamma."

But before she could reach for the Emerald, Shadow snatched it from her, frowning. "Don't forget, I've got my eye on you."

Rouge glared at him. "Oh, come on, we're on the same team, aren't we, Shadow?"

Penny giggled.

Shadow looked back at the Emerald. "Sure we are."

Rouge growled. "How insulting!"

Hearing ticking, Penny turned around, and her eyes widened with horror. Molly had found the locker, but when she opened it up, inside was a bomb! Molly, Penny, and Rouge yelped as the building exploded. However, Shadow got them teleported out of the way just in time before they were crushed.

Penny sat there on the ground, shuddering in fear. Shadow kneeled in front of Penny, gently placing a hand on her shoulder. "Penny, are you okay?" He asked.

Penny gave a slight nod.

Rouge groaned. "What happened?!"

"Someone deliberately put that bomb in the cabinet!" Shadow growled, standing up and turning to Molly. "Who gave you the key, Molly?!"

Molly gasped, her eyes full of hurt. "It was Leon!" She fell to her knees and stared ahead at the burning building. "It can't be true... he would never! It can't be!"

A ship rose from behind them.

"Well, lookee here," Rouge said.

"M-Metarex..." Penny whimpered, her eyes never leaving the sight of the ships that now surrounded them. Shadow glanced down at his communicator. "Doctor, do you read me?!" He called. "Doctor!"

Nothing but static.

Rouge growled, clenching her fist. "That double-crossing Leon! He and his comrades have been cooking up some nasty little deal, but they had to get Molly out of the way!"

"You're wrong!" Molly gasped. She turned to them. "He'd never hurt me! Not ever! We're on a team! He'd never betray me!"

...

"I must admit, when you first approached me with your request, I was quite taken back. You and your feisty friends have been battling us for so long, I thought you would never give up! But I understand, of course. Fighting such as this can become quite exhausting, especially when one is on the losing team."

"That's right," Leon told the Metarex he was messaging. "Which is why we have all decided to join forces with you."

"And the girl? I would be quite surprised if she agrees to such an arrangement."

"She won't," Leon reassured him. "But don't worry. I've sent her to someplace where she won't interfere. We'll hand over Eggman as promised. Now let's get this over with already!"

Hearing Eggman laughing from behind him, Leon stood up and turned to face the doctor. Eggman continued laughing. "I should think I'd have a say in this diabolical deal! You thought you were pretty clever, did you, my friend? But unfortunately, you're not clever enough!"

Leon grabbed a hand pistol from his pocket and held it threateningly at Eggman. "Don't move!" Leon yelled.

Eggman glanced at the Metarex on the screen. "And you there," He said. "You work for Dark Oak, I presume?"

"You presume correctly. However, I am one emissary of great master. We are many."

Eggman smirked. "Well, you and your Meta pals may have fooled our crafty comrade here, but fooling the great Eggman won't be so easy!"

"Hey!" Leon yelled, his pistol still in his hand. "Enough from you!"

Eggman smirked.

At that moment, an explosion from above knocked Leon from his feet, and he tumbled to the ground. When he looked up, Eggman's ship stared down at the humans below. Eggman's robots waved at him.

...

Penny's eyes widened as Molly hopped into her aircraft. She knew right away what Molly was intending to do. "Molly!" Penny yelled. Rouge followed behind. "Please wait!" The bat cried.

"Don't go!" Shadow called, joining Penny's side. "You'll only get hurt!"

Molly loosened her grip on the controls.

"Please, Molly!" Penny cried, her eyes threatening to spill tears. "You can't go! I can't lose you!"

"Don't be foolish, Molly," Rouge said. "Now isn't time to go and get revenge on that Leon guy! It's way too dangerous!"

"Rouge is right!" Penny pleaded.

Molly looked determined. "I have to find out why!" She said as she lifted into the air. Penny yelped and clung to Shadow as the ground rumbled from the plane's engines and covered her eyes from the swirling dust. "MOLLY!" Penny cried.

Shadow frowned at Penny. "Penny, I don't know what those guys are up to, but they want Molly out of the way. And I'm gonna stop them somehow! Penny, stay with Rouge."

Penny nodded. "Please bring her back safely."

Shadow nodded. The Chaos Emerald they found glowed brightly in his hands.

"Shadow?" Rouge asked, grabbing Penny's hand.

"I'm going," Shadow said. "I don't know why, but I feel like I have to protect her. Or something terrible will happen,"

...

Leon and his friends soon found themselves fighting Eggman. "If we let Eggman get away, the Metarex will destroy us all!"

Eggman's robot clashed towards the upcoming ships.

"I've had enough of this foolishness," Eggman growled. "E 300, have a little fun why don't you?"

E 000's eyes blinked red, and grabbed each one of the Resistance's ships, tossing them hard head first to the ground, each passenger screaming.

Eggman laughed. "HAH! BULLSEYE!"

However, their victory was short-lived when Metarex started attacking them.

"It looks as if there has been a change of plans." The Metarex who was talking to Leon earlier smirked. "You have not kept your word, my friend. So disappointing."

"Wait!" Leon pleaded. "I promised you Eggman, and you'll have him, I swear! I just need a little more time!"

"Unfortunately, patience is not my strong suit. You have dropped your end of the bargain! You lose!"

"NO!" Leon yelled, fear tracing his voice. "PLEASE!"

"Leon!" One of his comrades yelled. "What did he say? Will he let us join them?"

Leon shuddered. "I-I don't know..."

"How could you do it, Leon?!" A familiar female voice called to them. Leon's mouth dropped open in shock. Molly... how was she still alive?!

Molly flew her ship around her fallen crewmates. "You had a deal with them. You wanted to abandon everything we've worked so hard for! What about our planet? What about the promise we made to our ancestors?"

"We've had enough!" Leon yelled to her.

Molly gasped as her crewmates explained. "We're too tired, we can't go on fighting like this forever!"

"Every day is the same thing."

"If we surrender, the fighting will be over, and we'll live forever!"

Leon closed his eyes. "Please understand, I can't go on like this anymore, Molly. I'm tired." He glared at her ship. "You wouldn't have gotten along with it! I'm sorry, but it was either us or you!"

Molly gasped, her heart pounding. Her eyes swelled with tears, and she began to cry. Shadow landed on her ship wing and looked at her through the glass. "Don't cry, Molly!" He told her.

"S-Shadow!" Molly whimpered.

"I'll be there any time you need me, Molly. Just like in that story, remember?" Shadow asked. His Emerald glowed, and he jumped off the wing of her ship, attacking the Metarex around them, growling as he destroyed each one.

Molly sat in her ship, thinking things through. "I'll show them..." Molly muttered. "I'll keep fighting...I'll be back one day!" She pulled her plane upward. She took one last look at Shadow. She was crying.

Shadow's eyes widened.

Molly flew her ship up, letting out an angry yell as she flew.

Shadow growled as he stood up. "I will keep fighting, too, Molly." He promised her. "Maybe we'll meet again someday." He unleashed his power rings and flew up towards the Metarex, which fired their lasers at Shadow. But Shadow easily defeated them, destroying them in a single blow.

"MOLLY!" Penny screamed, tears falling down her cheeks. Rouge put a hand on her shoulder.

...

Later, Penny stood on a cliff with Shadow and Rouge, still shocked about what happened to Molly.

"I've gotta admit," Rouge said. "That Molly chick... she was tougher than I thought." She glanced at Shadow. "Shadow? Penny? Are you two okay?"

"Y-yeah..." Penny sniffed.

"Sure I'm fine," Shadow said, glancing up.

Rouge glanced at him. "It's just that... you seemed to like her."

"Well sure I liked her, she was a good kid."

"Like me?" Penny asked jokingly. Shadow looked taken back a little, but he smiled and put a hand on her shoulder. "Yes," He said finally. "Like you. I just hope she'll be okay. She's all alone out there, that's all."

Penny nodded.

Shadow walked past Penny and tossed her the Emerald.

"What?!" She and Rouge looked stunned.

"Take that to Eggman, will you?" Shadow asked as he walked off.

Rouge and Penny stared at each other. "Well?" Rouge asked after Shadow left.

"Sorry, Rouge, I've gotta get back to my friends." She said, holding the Emerald. "They must be worried about me,"

"I getcha, hun," Rouge said. "But how are you gonna get back?"

"With this," Penny held up the Emerald. "I've seen Sonic and Shadow do it, and I think it's about time for my turn."

Rouge smiled. She walked up and patted Penny's shoulder. "Take care of yourself, hun."

Penny smiled. "See you around, Rouge."

Rouge walked off, waving. When she was gone, Penny looked at the Emerald. "Now let's see how this works..." Penny muttered. "Chaos Control!" She yelled.

A big flash of light appeared, and she was gone.

...

At the Blue Typhoon...

"Hey, Sonic." Whisper smiled at the blue hedgehog. "You okay?"

"Yeah," Sonic said, crossing his arms and looking out into space. "Just thinking."

"You worried about Penny?" Whisper asked.

"Yes." Sonic sighed. "I just... wished I knew she was okay. Shadow has her, and I..."

He was about to say more to Whisper when a bright light appeared in front of them. The two friends stood there in shock as Penny stood there. "I...did it." She gasped. She looked up to see Sonic and Whisper staring at her with shock.

"S-Sonic...Whisper..." Penny gasped. She smiled at them, Emerald in hand. "It's good to be back." She said.

Sonic and Whisper tackled her in a hug, which she returned.