Chris, Kat, Tangle, and Tails sat together as they made some modifications to the Blue Typhoon. Chris sighed as he stretched. He turned to Tails and Kat. "Hey, Kat, Tails," He said. "Don't you think it's time we took a break?"

"Sure!" Kat grinned.

"Well," Tails said. "There seems to be a problem with the security system, and I wanna find out why!" He smiled at them. "But you can go!"

Chris and Kat looked at them. "Don't you want help?" Chris asked.

"Nah, I can handle it myself." Tails smiled. "Hopefully we'll all have plenty of time to rest up! Since there aren't any Metarex around, things should stay pretty quiet."

"I sure hope you're right, Tails," Chris said.

"Me, too!" Tails said.

"Good night!" Kat smiled, walking off, followed by Chris.

...

"Hey, Sonic." Penny smiled at Sonic in the hall. Sonic stopped what he was doing and smiled at her. "Hey, Pen!" He said. "I thought you were resting?"

"Nah, I couldn't sleep." Penny sighed. "I've been having this feeling that something bad is going to happen any minute.."

Sonic frowned gently. "Like what?"

"Well, you know how Tails said that something has been bothering him about the security cameras?"

"Yeah?"

"Well, what if there's an intruder on board?" She said, her heart started to pound. "I'm nervous something dangerous might pop out at any moment..."

"Hey, you may be overthinking things," Sonic said, patting her back with a smile. "I just did a run around the Blue Typhoon and there really didn't seem to be any trouble or trespassers around!"

"I hope you're right..." Penny sighed.

...

"Okay," Tails said, making the last modifications. "That should work. Now I'll restart the system..."

But, as soon as he pressed the button, the alarm went off, beeping red, on and off. Tails yelped in shock. "Red Alert! Red Alert! There's an intruder aboard the ship!" He yelled. "They're in Cosmo's room!"

...

Hearing the alarm, Cosmo the Seedrian sat up straight and met ruby red eyes. Shadow glared at her. "YOU TRAITOR!" He roared.

Cosmo's eyes shrunk in fear.

"COSMO!" Penny yelled, running towards Cosmo's room. She stopped short when she saw Shadow glaring at her. "Shadow?!" She yelped. "What are you doing?!"

"None of your business, Pen," Shadow growled, turning away from her and heading towards Cosmo. Penny ran up to Shadow and grabbed his waist. "Shadow, please don't hurt her!" She cried.

Shadow glared at Penny. "Get off me!" He grumbled, flinging her off into the hall. Penny shrieked. Shadow lunged Chaos Spheres at her to knock her out, but Sonic jumped in the way and tackled Penny to the ground. Penny let out another shriek as Sonic shielded her from the explosion.

When the dust cleared, Shadow clearly saw what Sonic had done. Frowning deeply, Shadow turned around and walked up to Cosmo.

"Hold it, Shadow!"

Shadow turned to Sonic. Sonic weakly kneeled in between Shadow and Penny, glaring at the dark hedgehog. "You mind telling me what this is about?"

Shadow said nothing but stomped towards Sonic. Sonic quickly attacked Shadow, and the two strained for a while.

"SONIC!"

Hearing Tails yell his name, Sonic turned to see Tails running towards them. "Quick!" Sonic yelled in between grunts. "Grab Cosmo and run!"

Tails' eyes widened with shock.

Shadow broke free from Sonic's hold and pushed Sonic away. Sonic tried running towards Shadow again, but the dark hedgehog smashed Sonic on the back, pushing him forwards and knocking him out.

Tails turned to Cosmo, who looked terrified. "Cosmo, what happened?!"

"I woke up..." Cosmo whimpered. "Shadow was there! He said something strange to me!"

Shadow stood up and began stalking towards Tails and Cosmo. Tails growled and grabbed Cosmo's hand. "Come on, Cosmo!" He ran to the door and pressed a few buttons, and the doors shut down as they ran. But no door stopped Shadow at this rate. Shadow smashed through the door and walked after Cosmo and Tails, leaving Penny and Sonic on the ground, knocked out.

...

"Sonic, can you hear me?!" Knuckles yelled at his communicator as he ran down the hall. "What's going on?!"

"Sonic and Penny got hurt in a fight with Shadow!" Cream cried.

Knuckles' eyes widened with shock. Penny was hurt? "Why were they fighting?!" Knuckles growled.

"It's really confusing!" Cream cried. "For some reason, Shadow was trying to attack Cosmo!"

"So he is the enemy..." Knuckles grumbled.

On the screen, Amy pushed Cream away. "Don't even think about going after Shadow now! Find Tails and Cosmo and make sure they're safe! That's an order!"

"I know what I'm doing!" Knuckles yelled. "No one will be safe unless we stop Shadow!"

...

Shadow looked around the hall. No Cosmo or Tails insight. Frowning, Shadow turned on his tracker. He could see a blurry vision of Cosmo and Tails on the screen.

"What are you doing, Tails?" Cosmo asked Tails as he fumbled with the computer. "If Shadow has access to the computer, he could use the internal sensors to track us! I have to block him from accessing the data."

He pressed a button. "That should do it!"

Shadow frowned as his tracker screen went dark. He pressed a button on the tracker, and the security cameras of the ship moved towards Tails and Cosmo. Tails gasped. "No way!" The kitsune yelled. "He got through!"

"Hurry, Cosmo!" Tails yelled as they ran.

Shadow had ran for some time until he lost them. Shadow growled in frustration. Where were they?

Hearing something crash, Shadow looked up. A second later, the wall smashed down and Knuckles appeared, looking angry. "Shadow!" Knuckles growled. "Pick on someone your own size!"

Shadow smirked.

...

While that was happening, Tails and Cosmo crawled through the air vent. "Why is Shadow against me..." Cosmo muttered.

"Eggman probably sent him to get you." Tails said as they crawled. "It's even possible that Shadow is working for the Metarex!"

Cosmo stopped, her eyes wide with fear. "The Metarex?!"

"Either way, Shadow isn't going to quit until he finishes what he started." Tails said. "But don't worry, Cosmo. I promise everything will be okay. Because if Shadow tries to harm you..." He sent her a determined glare. "He'd have to get past me first!"

Cosmo looked at Tails, looking like she was going to cry. "Thank you..." Cosmo whispered.

...

Knuckles dodged Shadow's Chaos Spheres with ease. Knuckles let out a yell as he lunged a punch at Shadow, but the dark hedgehog teleported out of the way and smashed one of the wires from above, and smoke filled the room.

"GET BACK HERE!" Knuckles yelled.

Before he took off, someone stopped him from going, and a familiar female voice spoke. "Are all redheads as tempermental as you?" She asked.

...

Penny groaned as she woke up. "Wha..." She mumbled.

"Penny, you're okay!" Cream gasped.

"Yes..." Penny muttered. She looked over at Sonic, who was still passed out. "Are Tails and Cosmo okay..." Penny asked. Cream looked at her. "I don't know! The last time Tails called he said that he was taking Cosmo to escape in the X Tornado."

Penny said no more, and hopped out of bed, ignoring Cream, Tangle, Whisper, and Amy's protests.

...

Penny gasped s she ran through the halls to the airplane room. Yup... there was Tails and Cosmo. "Tails! Cosmo!" Penny yelled.

"Penny!" Tails yelped in shock. "You're okay!"

"Yes!" Penny gasped. "Need help?"

"Try to hold Shadow off as best as you can!" Tails said. "I'm going to fly Cosmo to safety!"

"Okay!" Penny nodded.

Tails climbed up the ladder and held his hand out to Cosom. "we'll be safe once we get in the X Tornado." Tails said. He pressed a few buttons, and Penny watched as the X Tornado prepared for takeoff. Feeling some prescense beside her, Penny turned around and her eyes widened to see Shadow next to her. "Shadow, what are you doing?!" Penny yelped.

Shadow said nothing, but glared at Tails. "I don't want to fight you, Tails, but I will if I have to!"

"Cosmo never did anything to harm you!" Tails snapped at him. "Why are you after her, anyway?"

"That's what I'd like to know!" Penny growled. Shadow shot her a glare. "Stay out of this!" He shot at her. "I'm not going to tell you! Now move aside, or you'll be sorry!"

"Forget it, Shadow!" Penny snapped. "I'm not going to let you hurt Cosmo or Tails!"

Shadow frowned. "I'm warning you!"

Cosmo shrank behind Tails's seat in fear.

"This is your last chance, Tails and Penny." Shadow growled. "Give up now or face the coninquences!"

Penny glared at Shadow. "That's a chance I'll have to take."

Tails glared at Shadow. "Back off, Shadow!" He snapped. "Or I'll have to stop you myself!"

"Don't be a fool!" Shadow sneered, raising his arm. "I'm too powerful!"

"Yeah?!" Tails growled. "Well I have the X Tornado!" Tails transformed the X Tornado, and at once Shadow shot his Chaos Spheres at the X Tornado, causing it to crash. Shadow pushed Penny out of the way before it collided with them.

Shadow looked at Penny, his eyes full of worry. Was she okay? She seemed knocked out again, but besides that, she looked okay. Shadow breathed a small sigh of relief before turning to the X Tornado, and growled silently. Tails and Cosmo were gone... he couldn't believe he allowed Penny to distract him.

Shadow stood up, giving Penny's once again unconcious body one last look before walking after Tails and Cosmo.

Knuckles and Rouge stopped running when they heard the explosion. Rouge frowned. "Something just blew up in the hanger!"

Knuckles frowned. "I've gotta reach Tails before it's too late!"

...

Tail grabbed Cosmo tight in his arms as he flew up through the lasers. Shadow followed close behind. Cosmo looked down in fear. "Here he comes!"

"It's okay." Tails said. "Just trust me!"

Cosmo looked at him. She did trust him.

Tails flew up out of the laser wall and closed the door, trapping Shadow inside. Shadow frowned, and smashed through the door. He turned into ball form and spun dashed as fast as he could towads Cosmo and Tails .The two yelped and braced themselves, but Knuckles quickly stopped Shadow from smashing into them.

"It's Knuckles!" Cosmo gasped.

Knuckles huffed as he tried to keep Shadow away.

Knuckles growled angrily. "I'VE HAD ENOUGH OF YOU, SHADOW!" He roared, tossing Shadow into the wall. Knuckles turned to Tails and Cosmo. "Go! Now!"

"Be careful," Tails said.

Shadow stood up and glared at Knuckles. "Challenging me is a big mistake, and you're going to regret it!" The dark hedgehog growled. Knuckles glared at him. "I've always wanted to Shadow box!"

Shadow smirked at him. "As you wish!"

Knuckles let out a yell as Shadow spin dashed him hard to the ground. Then he went to track Tails and Cosmo.

Tails and Cosmo ran for a while, until they came to a dead end. "It's a dead end!" Tails yelped. "We have to find another way out!"

Hearing an explosion, Tails grabbed Cosmo's arm. "Come on!" He yelled, running towards a switch. Cosmo looked at him in fear. "Please hurry!" She cried. "Shadow will catch up with us soon!"

"Sooner than you think!" Shadow growled.

Tails got in front of Cosmo and held a protective hand in front of her, the other hand holding the switch. Tails growled as Shadow drew near. "I guess this is it..." Cosmo whispered. She put a hand on Tails's arm. "Wait, Shadow, if you insist on getting rid of me, you should at least tell me the reason why!"

"I do have a reason," Shadow growled, walking up to them. "But I'm not going to tell you!"

Shadow walked towards them. "There's no point in putting up a fight because you can't beat me!"

"You don't have to do this..." Cosmo whimpered.

"You won't talk me out of getting rid of you, so don't try!" Shadow snapped.

Cosmo gasped, her eyes showing wild fear.

"STAY BACK!" Tails yelled. "I WON'T LET YOU NEAR HER!" He pulled the level, and a door fell down, sepearteing Shadow from Tails and Cosmo. Shadow smirked at Tails before the door closed him completely. "Do you seriously think a door could stop me?!"

"Maybe you're not as strong as you think!" Tails smirked back.

The doors shut around Shadow. The black and red stripped hedgehog smirked as he raised his hand. "This will be too easy," he said. He shot his Chaos Sphere at them and immediately felt some strange energy go through him. Shadow grunted. Something he was standing on pushed him upwards.

Shadow growled and turned into spin mode.

Tails aimed the Sonic Power Cannon at a part of the sky. "Shadow fell right into my trap," The kitsune said. "Activate Sonic Power Cannon now!" He yelled. He pulled down the lever.

Shadow let out a grunt as he was fired out of the cannon and shot far away into space.

Tails huffed. "We looked out, Cosmo," He said. "Shadow started spinning at just the right time. You should be safe now," He said with a smile.

Cosmo smiled back.

"Let's go," Tails said, grabbing Cosmo's hand.

"It's okay!" Cream cried to Knuckles. "Tails sent Shadow into space!"

"Way to go, buddy!" Knuckles smirked.

"Where's Shadow?" Rouge asked. Knuckles grunted as he sat up. "He's gone now. Tails was able to use the Sonic Powe Cannon to send Shadow on a long trip. He grunted as he sat up. "And you're next!" He glared at Rouge. "Unless you tell me what's going on?!"

Rouge held up the object she collected from Leon. "Your foxy friend just made a huge mistake," she said. "Cosmo's the real enemy, not Shadow."

Knuckles glared at her. What did she mean...

...

Tails and Cosmo ran as fast as they could to the coomand room. Penny was waiting for them there. "Cosmo! Tails!" She said, smiling a little.

"Penny!" Tails smiled. "You're okay! Again!"

"I'm glad to see you're okay too," Penny said, smiling at Tails and Cosmo. She gave Cosmo a hug, which the Seedrian girl returned. Cosmo looked at Tails and Penny. "I'm sorry I'm causing you two so much trouble," She muttered.

Tails smiled at Cosmo. "You don't have to apologize, Cosmo. You mean a lot to me, and the only thing I care about is making sure that you're safe,"

"Aww." Penny smiled.

Cosmo finally smiled, though it was soft.

"Come on, you two." Penny said.

They were about to walk off, when Shadow appeared right in front of them, holding a Chaos Emerald. Penny stood in shock as the Emerald tinkled in tiny pieces to the ground. "This Emerald is a fake!" Shadow growled.

"Let's settle this now!" Tails yelled. Before Penny could stop him, Tails ran at Shadow, but Shadow punched him towards the stairs.

"TAILS!" Penny and Cosmo shrieked.

"He's hurt..." Cosmo cried.

Penny growled at Shadow as he walked towards them, and the human girl stood protectively in front of Cosmo. Tails jumped on Shadow's head, and once again Shadow punched him away, right into the stairs.

"What have I done..." Cosmo whimpered from behind Penny. Penny stared at Shadow, fear tracing her eyes. Penny and Cosmo gasped as Shadow turned to them, his ruby red eyes glaring furiously at them.

"Shadow, please!" Penny cried, standing in front of Cosmo protectively. "Don't hurt her! Why are you doing this?!"

Shadow didn't answer. All he said was, "Let's get this over with."

Cosmo whimpered, bracing herself for Shadow's blow. Penny growled, and she grabbed Shadow, trying to pull him away. Shadow glared at her. A second later, Tails grabbed Shadow's leg. He was weak, but he was hanging in there. Tails grunted as he spoke. "Leave her alone..." He pleaded. "If you don't you'll be sorry!"

Shadow smirked, closing his eyes. Before he could shove Penny and Tails off of him, the windows from above crashed, and Penny gasped at the sudden ache in her lungs. Whatever broke in smashed the Emerald out of the Blue Typhoon's computers and flew off.

Cosmo shrieked as she accidentally let go of the railing, but Tails grabbed her. Shadow did the same to Penny, protecting her from the strange wind that swept through them. Even though Penny was hurt that Shadow was attacking her friends, she was still thankful that Shadow was protecting her.

A second later, something filled the hole in the Blue Typhoon's broken window, and Penny gasped, the air returning to her lungs. Shadow glanced down at Penny, slowly letting her go. "Are you okay?" He asked slowly.

Penny gave a nod, but her eyes shrunk in fear as a huge Metarex ship looming over them. Shadow growled at it, keeping a protective stance in front of Penny.

Cosmo stared at it in fear, as a voice spoke to her inside her head. "Well done, Cosmo. Or should I say, white seed?"

Cosmo's eyes shrunk.

"You have now completed your mission!"

"White Seed...mission...what is he talking about?!" Cosmo thought.

A memory of that day appeared in her mind.

Cosmo gasped in fear as the Metarex stared at her with red eyes. "It's too late..." The girl thought. "The Metarex are coming!"

The Metarex stared at her with sharp red eyes."If you want to survive, then listen to me. Pay close attention."

"Don't..." Cosmo whimpered in her head. "Don't listen..."

"From now on you will report everything to me. Your eyes will be my eyes, and your ears will be mine. You will be the ultimate spy! Your code name will be... white seed."

Penny stared at Cosmo behind Shadow in fear. What was she thinkng about? To the human girl's curiosity, Cosmo's red amulet glowed, and Cosmo knelt to her knees and let out a scream.

Everything went white.