Penny moaned as she woke up. Where was she?

Her vision cleared, and she realized she was being carried by someone. She looked up to see Sonic. "S-Sonic?" Penny murmured.

"Penny!" Sonic gasped, looking down at her. "You're okay!"

"Y-yes..." She said. "Where are we?"

"Cosmo's lost planet," he told her.

Penny felt fully awake now. "Really?" She asked. She realized that Sonic was still holding her. "Uh, Sonic, you can put me down, now."

"Oh, sorry." Sonic chuckled sheepishly, and he gently set her to her feet. They were in the control room... she looked around to see Knuckles, Cloud, Blaze, Hiro, Cream, Cheese, Chris, Kat, Amy, Tangle, Whisper, Silver, and Tails, who was holding an unconscious Cosmo. All of them were staring at Cosmo's lost world.

...

"Come on, start!" Rouge complained as she slammed her fist on her plane dashboard, which seemed to be broken. When the engine didn't respond, the bat sighed in annoyance. "Guess we're stuck here."

She turned to Shadow, who was facing the Blue Typhoon. "Haven't you given up yet?" Rouge asked.

Shadow frowned. "I don't give up that easily." He told her. "She hasn't seen the last of me!"

"Hmm." Rouge hummed. She flew out of her ship and looked around. "What is this place anyway?"

...

In the scanner room, Tails laid Cosmo down on a bed while he scanned her. Chris frowned as he watched the young Seedrian. Chris turned to him. "Hey, Tails. You oughta get some sleep," he told the fox. Tails turned to him, his face determined. "I don't have time to sleep!" He said. "Not until I find out the truth about Cosmo!"

...

Amy watched as Sonic walked off. "Sonic, where are you going?" She asked him. "You need to rest!"

Sonic turned to Amy. "Don't worry, Amy. I'm okay!" He said reassuringly, before running off.

"Sonic!" Amy yelped, surprised that he left the conversation so quickly. No way was he going to leave her in suspense on what he was doing! She hurried over to her plane. "I've got to follow him!" Amy said. She stopped in shock as her plane opened, and Rouge popped out. "Hiya!" Rouge greeted.

"You!" Amy said, glaring at Rouge.

Rouge chuckled, waving a little.

...

Tails frowned as he looked over at the scanned image of Cosmo. "There's no communication device anywhere." He smiled at Chris. "I told you so!"

Chris frowned. "Hang on," the boy said, typing on the computer. Chris zoomed in on Cosmo, and right near her right eye and right ear, some strange signal grew.

Tails' eyes widened with shock. "WHA?!" He yelped.

Knuckles turned to them. "We got something?" He asked. Chris looked at him. "There's some kind of invisible signal emanating from Cosmo's brain. It's so microscopic, a normal radar wouldn't pick up on it!"

"So Cosmo really has been bringing information to the Metarex!" Knuckles frowned. "Can we stop it?"

Chris looked down. "I'm not so sure," he said. "If we do, she'll never be the same! Whatever it is, it's attached to the part of Cosmo's brain that controls her sight and hearing! If we remove them, she'll never see or hear again!"

Knuckles angrily pounded his fist on the wall. "That's a chance we'll have to take!"

Tails shot up, glaring at Knuckles. "How could you say something like that?!" The kitsune yelped. "I'm not letting anyone you hurt Cosmo!"

"No one wants to hurt her," Knuckles growled at Tails. "We just want to set her free! And if she has to lose her eyes and ears, then so be it!"

"There has to be another way!" Tails yelled, shuddering.

"We're on the same team, you guys!" Chris yelped, trying to break the fighting.

"I'm not the bad guy here," Knuckles pointed out to Chris and Tails. "I just want what's best for all of us."

"Okay," Chris sighed. "We've just gotta think this through calmly. I know this isn't easy for you, Tails, and I wish I had another choice, but we don't!"

"Either we do this, or we sacrifice ourselves to Dark Oak!" Knuckles growled.

"I think it's pretty clear what we have to do." Chris sighed. "Penny's going to be heartbroken about this. But we have to."

In the scanning room, Cosmo curled up in her blanket, a few tears spilling down her cheeks.

...

Amy flew her plane through Cosmo's lost planet. She frowned over her shoulder at Rouge. "I'll have you know, the only reason I haven't tossed you out of this plane is that I was hoping you could give me some information."

"About what?"

"I want you to tell me everything you know about Cosmo!"

"What makes you think I know anything?" Rouge asked. Her eyes widened. "Hey, pinkie, slow this thing down, will ya?"

Amy shot Rouge a glare. "No! Not until you tell me what you're up to! Why were you and Shadow after Cosmo?!"

"The Metarex were using your friend as a spy. I should think you guys would be thanking us."

Amy stole a glance at Rouge. "But what do you and Shadow have to do with it?"

Rouge frowned at Amy. "Shouldn't you be keeping your eyes on the skies?"

"Hey!" Amy complained. "No fair changing the subject!"

"Watch out!" Rouge yelped. Amy looked ahead and luckily flew them away from an upcoming tree. Amy sighed in relief, her heart pounding.

Seeing something up ahead, Rouge had Amy give her her communicator so she could call Knuckles.

"Oh, Knucky?"

"Yeah, what?!" Knuckles snapped back.

"Goodness!" Rouge said. "What a charming hello that was!"

"Well, well, if it isn't Rouge the Rat. You've got a lot of nerve. You think I'm going to be nice..."

Rouge frowned at Knuckles. "He's going off." She handed Amy back her communicator. "Here. Talk to him."

"Knuckles, it's me," Amy said, grabbing the communicator. "Rouge and I figured out where we are."

"Oh, yeah?!"

Amy looked stunned. "You won't believe this." She said. "It's their home planet...Cosmo's and the Metarex!"

As she ended her call, a ghostly figure, a recording of Cosmo's mother, Earthia, appeared in front of them. "You are looking upon Planet Greengate. We lived here long ago before terrible darkness fell on us. Everything has been destroyed. All that is left is long since dead. I have come to tell you our story. That and the evil Metarex."

...

Sonic hopped on top of the dead trees for some time when he finally spotted Shadow in the distance. "Well!" Sonic smirked.

Shadow turned to him.

"You know, you really outdid yourself this time, trying to hurt a harmless kid like Cosmo," Sonic said. "And what about Penny? Do you like her or don't you? I just can't seem to figure you out, Shadow. You really are a mystery."

Shadow humphed before hopping down to the ground. Sonic continued. "You just better watch your back, Shadow," Sonic said. "If you hurt Penny again, you're hearing it from me."

Shadow finally spoke. "What's stopping you, Sonic?" He asked. "Here's your big chance!"

"Meh. I'm not in the mood to fight. If Penny forgives you, then perhaps I can, too," He smirked. "But when I am ready to fight, you'll be the first to know, pal."

Shadow darted off.

...

"We were once a thriving civilization. But then came the time of the Great Calamity. It was long ago, a war began that soon threatened to spread across the far regions of the galaxy."

SEEDRIAN FLASHBACK

Seedrians ran away as missiles exploded all around them. A male Seedrian held his wife protectively as men fell around him. He glanced at his wife. "I have to act quickly! Perhaps the transformation will last this time!"

The Seedrian girl, Daisy, looked at her husband in terror. "Landar..."

Landar let out a mighty roar before turning into a ferocious beast. He stood tall, facing off the enemies. But the enemies were stronger and destroyed him. The monstrous Seedrian fell in front of Daisy, dead. Daisy clutched her fallen husband, crying.

...

"The citizens of our planet are in grave danger!" Starla said. "While the enemy is getting strong, we are losing more soldiers by the minute!"

"The Evolutionary process is unnaturally fast!" Zelkova growled. "It has yet to be perfected."

"Something must be done to make the transformation last! We cannot continue to let our men destroy themselves!" Starla exclaimed.

Daisy closed her eyes in grief. "My own husband perished only yesterday, and unless something is done, I'm afraid thousands more will meet the same fate!"

Earthia stood up, her expression serious. "It is time for us to leave here." She said. "Perhaps we will return to our home one day, but now, it is too dangerous!" She picked up a red amulet and placed it in front of her.

"What is that?" Zelkova asked.

"It is a blessed Amulet. It will protect us on our journey."

"Journey?!" Lucas snapped at his wife, slamming his fists on the table and standing up to glare at Earthia. "You want us to simply give in to the enemy? NEVER!"

Earthia turned to him. "Lucas!"

But Lucas was on a roll. "I won't do it!" He snapped at her. "I have never been a coward, and I won't become one for you!"

Earthia closed her eyes. "You will do what I say," She said.

"I have gone along with you this far, Earthia, but I refuse to let those that have fallen before me perish in vain!" He angrily slammed his fist on the table.

Earthia glared at him. "If you won't respect my decision, you can stay behind and fight the enemy yourself!"

"Very well!" Lucas growled.

...

"Earthia?" Starla asked as they stood outside their escape ship. "Do think we'll ever return here once the war is over?"

"No one knows what the future will hold for our planets, Starla," Earthia said. "We will have to wait and see."

"EARTHIA!" Daisy cried, running up in a panic. "Come quickly! Something is happening to the trees outside!"

"What do you mean?!" Earthia gasped. Earthia followed Daisy outside and was shocked to see that the trees and plants were dying. Earthia quickly ran over to Luca's experimenting room, where he was working on something. "Lucas!" She gasped. Lucas turned to her. "Yes, Earthia?"

"You must help." She gasped. "There is something happening. It's awful. Everything outside is suddenly dying..." She stopped short when she saw something floating in a huge experiment tank in front of Lucas. "What is that?"

Lucas answered her. "It is the Planet Egg," He explained. "The entire energy supply of our planet in crystallized form. In its powers, I have discovered a way for the transformation to last, a way for us to fight our enemy forever."

"Have you gone mad?!" Earthia gasped.

"Just the opposite!" Lucas said, walking towards one of the capsules which held the Seedrian men. "With such a thing as this, we will be more than mere beasts. We will rise up and we will claim our victory!" He smiled happily. "Finally, Earthia! This is what we've been waiting for!"

Earthia shook, her eyes swelling with tears. She felt betrayed by him. "But, Lucas," She said. "Our people have always honored the natural world. How could you do it?" She put her hands to her face and sobbed.

Lucas frowned. He hated seeing his wife crying. "Earthia..." He walked up to him to pull her into a hug, but she angrily pushed his arms away. "You." She hissed at him. "You have betrayed your own people! You have destroyed everything that was ours faster than any enemy!"

Lucas grabbed her hands. "You were the one who wanted to leave here." He shook her angrily. "I haven't betrayed anyone! You have!"

"You're wrong."

"We will crystalize the power of any planet in the known galaxy! We will have the strength of a thousand armies!"

"You are mad." Earthia shook Lucas off of her. "Let go!"

Lucas glared, not shaken at all by Earthia's shuddering form. "We will lay waste to the enemy. And with our newfound power, we will create a new order!"

"No..." Earthia whimpered. "Please... stop!"

But there was no stopping Lucas. Soon, he and his newly transformed men rose up to fight their enemies. While that was going on, the female Seedrians made their escape in their escape ship. Galaxina turned to Earthia. "Earthia! I'm afraid hundreds of beasts are still resisting" She cried.

Earthia sighed. "We have no choice but to destroy them."

All the female Seedrians gasped.

"They will bring darkness upon the galaxy if we do not stop them," Earthia said. She took the red amulet from her chest and placed it on the table. "May we be granted divine protection as we travel to a more peaceful world."

They flew off.

Watching below, the transformed Lucas glared at the leaving ship. He was half-covered in rocks and blood dripped from his mouth as he spoke. "We have not yet finished!" He growled. "Our transformation is not complete! The final stages are upon us!" He proclaimed as more rocks fell on him. "Soon we shall rule through space and time!"

His voice soon had a metallic hiss as he spoke. "You tried to destroy us, Earthia, but we are indestructible! We will live on, and all of our enemies should bow before us! We will have our revenge!"

END OF SEEDRIAN FLASHBACK

Amy and Rouge stared at Earthia in shock as the ghostly Seedrian continued. "Only four of those who remained here survived. In time, Lucas became the Metarex leader, known as Dark Oak. He and his fellow revolutionaries continue to cause chaos throughout the galaxy." She looked pleadingly at Rouge and Amy. "Please. Do everything you can. They must be stopped!"

"That explains a lot."

Amy and Rouge turned around to see Sonic and Silver standing at the door, their arms crossed.

"Sonic! Silver!" Amy said in surprise.

Sonic glanced at them. "We have to stop these guys!"

...

Penny stared sadly at Cosmo, who was curled up on her bed, hiding under the covers. She had just heard the news about Cosmo being a spy. Penny wanted to comfort Cosmo, but she didn't know how.

Cream also stood next to Penny, eyeing Cosmo with worry. "Cosmo, you must be awfully hungry by now. Why don't you let me make you something to eat okay?" Cream smiled. "Mother taught me how to make the most delicious sugar cookies!"

Cosmo shuddered from under the blankets. "Leave me alone."

"Cosmo..." Cream whimpered.

"Please, you three," Cosmo whispered. "Just go. Don't you know it's dangerous to be around me?"

"Cosmo..." Penny began, but Cream jumped in. "You're wrong!" The little bunny cried. Cheese chaoed angrily.

"You're our friend, Cosmo. What they're saying, it's not true..."

"IT IS!" Cosmo snapped, sitting up in bed. Cream looked stunned. "But... how?"

"I can't be anybody's friend, not when I'm secretly working for the enemy!" Cosmo was crying for real this time. "Just stay away! I'm no good anyway! Shadow should've finished me off by now!"

"Cosmo..." Penny said, feeling hurt.

"No..." Cream whimpered. Tears were in Cream's eyes as she spoke. "Please don't say that, Cosmo. We really love you! Even if you are a spy like they say..."

Cosmo's eyes widened, and she gasped a little.

"I'm sorry..." Cream whimpered. Penny just watched, not sure how to comfort both girls. Cosmo whimpered. "Get out. Just leave me alone!"

"Please don't cry..." Cream pleaded.

"I SAID GO!" Cosmo wailed. She flung the blanket over her head and hid under the covers, sobbing. Penny gently put a hand on Cream's shoulder. "Come on, Cream. Let's give her some alone time,"

Cream sadly nodded, grabbing Penny's hand. The two girls walked out. Penny stole one last sad glance at Cosmo before gently shutting the door behind them.

When they left, Cosmo's eyes widened with fear. "I can hear them..." She thought, frightened. "I can hear them... inside my head..."

...

Sonic walked up to Chris. "Hey, Chris. You still up here working?"

"Finally making some headway." Chris smiled. "This stuff is pretty complex."

Sonic smiled. "Well, if anyone can figure it out, it's you, buddy."

"Man, there's sure a lot of data inside of this thing." Chris held up the object Shadow and Rouge had collected from Leon. Sonic frowned. "Anything interesting?"

"Plenty," Chris said. "In fact, I'm still downloading it all. There's a lot I haven't figured out, but what I have is pretty amazing. Like this stuff here! Remember the data Tails, Penny, and Cosmo collected from that underground Metarex factory? Well, I was able to cross-reference it, and here's what I found. It's some kind of plan to wipe out flesh and blood creatures of all kinds until the whole galaxy is populated only by trees and plant life. Plantlife!" He said, his eyes widening in realization. "There's the whole Cosmo connection!"

He closed his eyes. "Why didn't we see it back then, Sonic? How else could she have figured out that Metarex language? Maybe we could've done something. Maybe it would've been different!"

"Changing the past isn't gonna make it any easier, pal." Sonic frowned at his friend.

Chris sighed. "Yeah. I suppose you're right. I just don't want to see anybody get hurt, that's all. Tails was so upset before. Poor guy's heart is breaking. Not to mention Cosmo. Can't be easy for her."

"We'll get through it, pal." Sonic smiled gently. "We've been through worse before, and we've made it through okay, right? It's gonna be okay. One day, all of this will be over. I promise."

Chris smiled, then smirked. "Now I see why Penny likes you so much!"

Sonic blushed. "What do you mean?"

Chris laughed. "I saw that blush! You're crushing on my sister, aren't you?"

"What?! Why would you ever say that?" Sonic chuckled nervously. Chris smirked at him, and then Sonic finally sighed. "You're right. I do like her, I just haven't figured out how to truly tell her. I betcha she actually likes Shadow more than me."

Chris smiled. "Don't worry, you three will figure it out."

The two smiled and stared off into Cosmo's lost planet.

...

Cosmo sighed sadly as she walked over to one of Tails' planes. She had to get out of here before she caused any more trouble or pain among her friends.

"Where are you going, Cosmo?" Tails asked, running up to her. Cosmo turned to him. "Please, Tails, I'm leaving. You can't stop me!"

"I don't understand where you'll go!" Tails said, looking at her with worry.

"To fight Dark Oak. Though I'm not sure what good it will do..."

"You can't go alone, Cosmo!"

"Yes, I can!" Cosmo shot back. "You'll be much safer when I'm not around." She looked upset. "I can't stay here! Don't you understand?! They're using my eyes to spy on you! They're listening through my ears! They're using me to betray you."

"It's not your fault, Cosmo." Tails said comfortingly, walking up to her.

Cosmo continued. "I feel so lost. I just don't know what to do!"

"It's okay." Tails smiled softly.

"I feel like I don't even know who I am anymore!"

Tails smiled gently at Cosmo. "You're my friend, that's who!"

"I've done nothing but bring you trouble." Cosmo looked at Tails, a few tears falling down her cheeks. "So how could you still call me your friend, Tails?"

"Because those Metarex could use your eyes and ears all they want, but they can never have your heart!" Tails smiled. He took Cosmo's hands in his, and right on cue, the lights turned on. The two gasped and turned to see the Blue Typhoon members smiling at them.

"You're not leaving without us, are you?" Amy smiled, crossing her arms.

Cosmo and Tails turned to them.

"If you're going to fight Dark Oak, then we're going to fight with you!" Cream smiled.

"Me too!" Knuckles said. "Those Medadokes might need a Knuckles Sandwich!"

"A Knuckles sandwich?" Rouge frowned. "Gee, that was really clever!"

Knuckles glared at her angrily. "WHO ASKED YOU?!"

"Really?!" Cosmo asked.

Sonic smiled at her. "We all talked it over together, and we wanna help our friend!"

"That's right!" Silver said. "The Metarex are going to be sorry they ever touched you in the first place!"

"We'll join in, too!" Cloud said, walking in with Hiro and Kat. Blaze, Tangle, and Whisper smiled and nodded.

"See?" Tails asked Cosmo with a smile. "It's just like I told you! It doesn't matter what the Metarex do, we all know that you're still our friend. That's what matters!"

Cosmo turned to him. "Thank you, Tails!" She said. "Thank you all!"

...

Penny stood outside with Shadow, trying to get him to agree with helping her team fight with the Metarex. "You're all fools." Shadow huffed, walking off.

Penny wouldn't let that take her back. She nodded at Shadow. "You may be right," She said, choosing her words carefully. "If being a fool means helping a friend when they're in trouble instead of turning your back on them, then that's what we are."

Shadow walked off, but Penny grabbed his arm. "Shadow, don't go! Please stay and help us!"

Shadow glared at her, but he didn't flinch in her grip or try to pull away.

Penny took a deep breath and continued. "They may be using Cosmo, but it's not her fault! And who knows, Shadow? If we can figure it out, maybe we can turn their own weapon against them..."

Shadow glared at Penny. "No matter what you say, your friend Cosmo is a Metarex spy, and that's all there is to it!"

"It's not that simple..." Penny began, but the two were interrupted by a sudden crash. Penny hurried over to the Blue Typhoon's ledge and looked over to the crash. Shadow joined her.

A moaning sound was heard from the crash, and Bokkun popped out, his eyes wide. "Shadow, emergency!"

"What's Bokkun doing here?" Penny asked curiously. Shadow didn't answer.

Bokkun continued, looking terrified. "Please, Shadow, I'm begging you!" He let the rest out in a yell. "THE METAREX HAVE TAKEN DR. EGGMAN PRISONER!"

Penny gasped, her eyes widened. She and Shadow looked at each other, each holding the same shocked expression.

...

"How dare you treat us like common criminals?!" Decoe growled as he clung to the bars of their cage.

"There is nothing common about us!" Bocoe added.

The Metarex stared at them. "You are under arrest for stealing top-secret information. We have been watching you for a very long time."

"How DARE you have us under surveillance!" Bocoe growled.

"Yeah!" Decoe added. "We should arrest YOU for spying and stealing the doctor's brilliant technological innovations!"

"I'm afraid that will not be possible, my chamfered friends." The Metarex said, walking away. "It would be best to sit tight and enjoy your stay!"

Eggman said nothing throughout the entire time.

...

"Master, all preparations have been completed. We are ready to move forward."

Dark Oak chuckled.

"Master?" The Metarex asked in confusion.

"Well, Earthia, it seems your daughter has decided to continue in her mother's footsteps! Well, I'm afraid she is just as misguided as you."

Dark Oak turned around in his chair, and the wall behind him lifted, revealing the Seven Chaos Emeralds. Dark Oak chuckled. "All of the lights have been gathered. The time has come! The forestation project is about to begin!"