Existence

"Refueling and loading procedures fifty six through seventy four completed."

I am Helios

"Mooring clamps released."

The Power of Chaos flows through me

"Disruption detected in Starlight City Power Uplink."

I am …

"Compensating. Eclipse Chamber at ninety five percent critical mass."

Helios

"Secondary nuclear plants operating at ninety percent of operational maximum."

I was …

"Primary Chaos Siphons one through five experiencing drift permutations. Compensating."

Pain

"Helios." The voice of the Master calls. "There was a small spike in system lag just now."

"Acknowledged. Compensating."

Shadow's fur bristled at the computer's voice, and he silently ground his teeth together. Did it HAVE to sound like that weak human fool? Couldn't it be the usual droll synthetic voice everything else had in this place? That was only mildly annoying, but this - this sounded like a corpse trying to speak. As Robotnick continued to look over reports and screens and readouts on Helios, Shadow grew more and more…

Uncomfortable.

Worse, when the black hedgehog closed his eyes, he saw pale human eyes pleading for him to save them. Pleading for help and then turning dark with despair and death. Snively was nothing like Maria… so, Shadow wondered, why did he feel guilty about letting that evil little human go to his deserved fate? He was not beholden to him. Shadow hadn't even liked the man. Why should he care?

Why should he care?

"Helios. Set course for these coordinates. Ready the Eye."

"Setting course. Siphons one through six at capacity."

Shadow clenched his fists where he stood, far below the teeming monitors and flashing lights. Far below the good Doctor Robotnik's dais, and far from where the fate of Mobius was supposedly being decided. He was isolated where he stood… except for Rouge, he was the only truly living thing for miles. If not for her, he would be alone, surrounded by the twisted fruits of Kintobor "genius."

Yes: he reflected, he was glad she was here. Not only was she of use in gathering the last of the Chaos Emeralds, but her company was valuable as well… in a different way. He had forgotten what he felt like to have a comrade in the months she had been gone. In the end, he would almost regret killing her, but it really was for the best. Like with Maria, her existence would degenerate inevitably to suffering. It was far kinder to simply end it all. Shadow only hoped Rouge didn't make that moment difficult when it finally came.

"Drain Starlight City dry if you have to, Helios! I want full power! How long before the seventh Siphon is at capacity?"

"Chamber will reach critical mass in ten minutes twenty seven seconds."

"Superb!" And then Robotnik started to laugh. "Go now, Shadow. Go! The moment you return with the Emerald, we will fire the Eye and wipe out these pathetic fools and their insignificant air fleet."

"Yes, Doctor. As you wish."

With obvious haste, Shadow headed for the command center's main blast door and stepped outside. He could feel the pulse of Chaos Energy all around him from the enslaved Chaos Emeralds. Running through the corridors towards one of the main hangars, he made his way nearly to the surface, passing by hordes of mindless, tireless, robians, and running by lines of assembled combat robots.

'Remember Maria!' he reminded himself. 'Remember your promise. Your vow! You wouldn't let me save you, Maria… You wouldn't even let me have revenge… even on those who killed you. You always did forgive too easily! You were too soft… too kind… for this cruel world… But I promise you, now as before, that you will be avenged! And no one will ever suffer again...'

"Shadow…"

The voice snapped him back to attention of the world around him, and Shadow saw Rouge readying her gear. They were going into another high risk situation, but this time Rouge came more prepared than before, with a lightly armored black catsuit. She had taken the time to stock up on a few tricks of the trade, just in case they ran into more unexpected traps or surprises.

An eerie figure floated close by. It was one of the City's Tails Dolls, unblinking black eyes always watching. Always recording.

"You are cleared to transverse the Shield," it said, in a perfectly lifeless monotone.

"Ready?" Shadow asked, directing the question to his teammate.

"Ready," Rouge confirmed, and held out her hand.

Shadow took it, and the two vanished.

Good Freaking God, Sonic was fast.

Tails eyes darted to the left and right, barely following the hedgehog's rapid movements below. Holding out one arm, he focused ring energy into his hand and mentally laid out the plans for another Ring Bomb. He'd been trying to tag his former partner in heroics for the better part of five minutes now, but Sonic was just too evasive to either hit directly or lure into a trap. It was no surprise why Eggman had so much trouble with Sonic over the years.

The blue menace was simply incredibly difficult to fight using any sort of plan. Sonic's spontaneous nature meant that he didn't always do what was logical or predictable. Half the time he acted purely on instinct, and half the time when he actually thought through what he was doing, his actual thinking was borderline insane.

Knuckles was so straightforward it had been easy to get him to run right into that Ring Mine. Tails had already seeded the surface of the Egg Carrier around them with almost a hundred of the explosives, and Sonic hadn't taken anything but a glancing blow from even one of them. Even when it wasn't necessary, he zipped around like a horsefly on crack.

Tails took an extra half second to add some surprises to his next set of Ring Bombs: small silver spheres formed on the inside of each of a half dozen rings. Sweeping his arms, the kitsune threw the freshly assembled weapons. Evasive programming embedded in the silver spheres caused the Ring Bombs to shoot off in a half dozen directions before closing in and tracking down their target.

Sonic charged right into them, curled up in a classic homing attack. Zipping and twirling around the evasive projectiles, Sonic used his homing attack to shoot from one to the next, escaping from the resulting explosion by mere heartbeats. He set off three of the six bombs when all three finally zeroed in on him and went off. Sonic vanished in a great midair blast of fire and force. Meters below, ring traps in the Carrier's hull also went off.

"So close," the kitsune hissed. "Where…?"

Tails frowned, following a high speed movement along the ground.

Intercepting the spin attack with a bubble shield, Miles used his other hand to quickly spray a cone of nanite infused polymer at his ex-mentor. Sonic bounced off the bubble shield, popping it with his chaos powered spines, before twisting and flipping through the air. Crude blocks and wedges of polymer material solidified in the air in his wake as Tails tried desperately to keep up.

'I thought the last four weeks of inactivity would have made him a bit rusty, but he's as fast as ever...!' Miles widened the cone of the polymer vapor spray in an attempt to catch the speeding blue hedgehog. 'How troublesome can you get? Has he been hoarding ring energy, too! I guess I could use that move, but…'

Another abrupt homing attack slammed into one of Tails' tails, sparks shooting off from where the two chaos-empowered bodies collided. Acting quickly, Miles twisted his arm around and tried to fire a point blank Ring Spear before Sonic could break contact. In a perfect scenario, the Spear would have dazed Sonic and knocked him out of his protective spin, leaving him open for a polymer or bomb attack. Unfortunately, Sonic took that moment to Flash Shield – exciting the air around him and making himself momentarily invulnerable.

The Ring Spear washed against him and broke in half, tearing ragged gouges in the armored hull of the Nor'easter. Miles swiped with his tails, trying to push Sonic back, only to have the hedgehog jump up, uncurl, and descend with a heel drop. Tails quickly caught the heel with his hands, a blast of air blowing over his body and cracking the metal armor beneath his feet.

Sonic landed on his hands and began to use a familiar move: spinning upside down like an inverted top. Tails knew it well. It was one of the blue blur's favorite moves, and it almost always caught multiple enemies by surprise. Sonic's true power was always in his feet, a fact that many forgot, wagering him to be less dangerous when not tucked into a ball. Caught this close to the move, Miles also spun, tucking his tails in and forming them into blades.

The two clashed like dueling cyclones, tearing up the titanium alloyed armor beneath and around them as they moved and crashed against one another. In the distance behind them, past the Nor'easter's shield, a two hundred meter long war destroyer exploded, momentarily obscuring even their fight with blinding light. Neither Tails nor Sonic paid the carnage any mind.

Finally, the two titans split, blasting away from one another before skidding to a stop. Sonic was grinning, despite the long bloody gash on his right arm that finally made it impossible to maintain his inverted spin. He tested the fingers on his hand to make sure they were all still working. Opposite the hedgehog, Tails held his side, where Sonic was she he'd broken at least one of his former sidekick's ribs.

And while he probably should have felt a bit bad about it, he didn't.

Tails was putting up one Hell of a fight.

'He was able to keep his eyes on my feet while still landing an attack with his tails?' Sonic wondered, impressed. 'I only got two clean hits in before he got through and nicked my arm. I've taken out half the Chaotix with that move… but I guess it's not a huge surprise. No one had seen my moves more times than him.'

The truth of it was that almost no one lasted very long once he got serious. Sonic knew his reputation: he was a blitzer. The only person who really lasted more than a minute or two was Robotnik, and even then only because of his genius in producing battle mechs and other hardware. Really exciting fights were hard enough to come by, but exciting fights where he didn't have to fight some psycho with world domination plans…? Where he didn't have to worry about bystanders or time limits or other distractions? Sonic could count the number of fights he'd had like that on one hand.

Sure, ol' Max wanted the Chaos Emerald back, and Sonic was inclined to prefer keeping it out of the open, too. So there was that, but it was just a minor thing. Once Metal Sonic dropped out of the picture, the fight became something much more personal and enjoyable. A part of Sonic was proud to see Tails come so far. He'd never lasted this long in their earlier fights: those had just been little tussles anyway.

This was the real thing, and Sonic found himself truly enjoying it.

The thrill of a good fight could only be matched by the elation of winning that fight… and then only improved by rubbing one's victory in the face of the beaten. That was just how it was. There could only be one with the title of 'greatest' – there would only be one 'fastest,' one 'greatest,' one 'coolest.' It wasn't maliciousness. It was fact. It was the relentless drive to be the best.

"I'm the fastest!" Sonic repeated the mantra. "I'm the greatest! I'm the coolest! I'm…"

Running in place, he focused all his power into his feet.

"Number Fucking One!"

Sonic became little more than a trail of blue light: a streak along the hull of the former Egg Carrier. Tails shot back and away, cupping his hands on front of his body before drawing them apart. A golden Power Ring the diameter of his torso formed between his hands. The kitsune had only just finished forming the ring when Sonic crashed into him.

Miles could feel Sonic's blow reverberate through his body. He never saw (and never found) the tooth that first punch removed from his skull. Rocketing through the air, he was intercepted by another maximum burn spin dash that had already curved around half the prow of the Carrier. Sonic hammered into his former sidekick a second time, bouncing him like a pinball in another direction. A third, then forth, then fifth time, Sonic plowed into Tails, sending him careening off and into one of the Carrier's armored weapons turrets.

The twelve inch thick armor caved in from the impact.

Sonic uncurled and landed just feet away, breathing heavily. Still buried in a shallow crater punched into the armored turret, a small orange ball slowly removed itself from the indentation and fell to the floor. After a few seconds, an arm emerged from within the ball, followed by a leg and then another arm. Finally, Miles' tails uncurled from their protective sphere around him. On hands and knees, he coughed blood and glared up at his ex mentor.

"An instantaneous conversion of energy into momentum, otherwise known as a Spin Dash," he managed to say, between breaths. "I… I really need to work on mine…"

"Huh! Looks like you're pretty much done," Sonic observed, and shrugged with a smile. "Well, it was nice while it lasted, but against me, what do you expect? I am the best after all!"

Sonic turned to walk away when he paused and looked down at his feet.

Everything looked fine but –

"I can't move?" Sonic tried to lift his leg, but it wouldn't budge. "What the…?"

"Your acceleration."

"Huh?" Sonic looked down at the still prone Tails. "Acceleration? What?"

Miles rolled to the side and fell back, so he could lean against the damaged turret behind him. Running his tongue over the new gap in his teeth, he snorted and spat a wad of spit and blood to the side. He didn't make any more effort to get up or stand.

"I've taken it away," he replied, letting out a sigh and resting his head against the metal behind him. "Your ability to accelerate, that is. You won't move from that spot."

"Like Hell I won't!" Sonic grunted as he tried to move his legs again. "Hey, what is this?!"

Tails smiled tiredly.

"When you came at me that first time… I was ready. That ring I made – the big one – you remember what happened to it?"

Sonic did. "You tried to block me with it at the last second…"

"It was full of programmed nanites," Tails explained. "Most of them were destroyed by your spin, but I know the one vulnerable body part of yours when you curl up like that: your feet."

Sonic stared at his shoes. They looked fine, and his feet didn't hurt either.

"Your shoes, actually," Tails continued, pointing at Sonic's distinctive red and white colored sneakers. "Right now, they're molecularly bonded to the armor of this ship."

"So it's like mega-muck or something?" Sonic scoffed. "I'll just…"

"I know exactly how your powers work. This isn't like someone using glue to keep you in place. You can't spin or dash your way out of it and you won't be able to get the shoes off, either," Tails explained. "Let me make this clear: you and the Nor'easter are now functionally one entity. Sonic, you can no more move your feet than you can move this entire eighty thousand ton battleship."

Sonic stared at the fox for a few seconds.

"You can keep trying if you don't believe me," Tails concluded, taking another long drawn out sigh. "I can't believe you knocked out one of my teeth."

"Yeah, well, I think you got the better deal out of the two of us!" The blue hedgehog complained, continuing to struggle. "Seriously, what the Hell, man?! I can't even get out of my shoes?"

"Of course not," Tails replied, rolling his eyes. "Just stop fighting for a minute and calm down. I need a minute to think about how I'm getting you out of here."

"You don't even know how to get me free?!"

"I, uh… well, I didn't have time to think about it."

"What if I'm stuck like this?!"

"I told you not to get involved!"

Sonic's eyes widened as he imagined life stuck where he was. No running. No jumping. No smashing things!!! He let out a low moan of despair. It was worse than death! Even if he lived, he'd have to get married here, raise a family here, play old-man Bridge here! It would actually be a bit like living rooted to the couch.

Oh god. Amy would finally be able to catch him.

"Tails!" he suddenly screamed, panicking. "Get me out of here!! Amy's probably headed here right now!! I'm too young to settle down!"

Miles stared at him like he'd grown a second head.

"We're a kilometer and a half above the ground in the middle of a warzone. I don't think you have to worry about Amy."

"Says you!"

A shadow interrupted whatever response Miles may have had. Looking up, both he and Sonic saw two figures descending from above. Neither of them went by the name "Amy Rose."

Shadow landed first, arms crossed.

"Well, well, what's this?" he asked, a sinister laugh on his lips. "It looks like you two haven't been getting along lately."

Rouge flapped her wings twice before landing and folding them over her shoulders. Sonic immediately picked up where he left off; trying in vain to move his legs and break free from Tails' trap. Unfortunately, he had as much success as before – which was to say absolutely none. If anything, his struggles only made Shadow laugh louder.

"Well, this is just perfect!" Shadow leveled his right arm at the trapped hero. "Target practice."

With another weary groan, Tails forced himself back onto his feet, and walked between Sonic and his black doppelganger. Shadow lowered his arm slightly, but didn't disperse the Chaos Spear he'd been forming between his fingers. For several long seconds, the two simply stared. Then, without warning, Shadow released his attack.

Miles caught it with one hand, and it dispersed in a cloud of black and yellow.

"I saw that move before," the kitsune said, lowering his still smoking right hand. "I saw you kill my friends with it in Downunda."

"That's right," Shadow said, laughing again. "That's right! I remember. Those 'Freedom Fighters' of yours. You were running away with the Emerald and they attacked me. Pathetic fools."

Tails blue eyes tinted with barely restrained fury.

"And I remember… that last one to die, the girl," Shadow continued. "She kept screaming for you to run after I blew open her side. She refused to let go of my leg even with her guts tangled up around her legs. I'll admit that I was impressed you had the foresight to sacrifice her like that. It was a smart move."

Miles fists were balled tight at the memory.

"If I could do it again, I'd have stayed and fought."

"No. You wouldn't. Because you would still have known that I'd beat you." Shadow's smirk was merciless. "And now that Emerald, the one you sacrificed them to escape with, is mine. All you bought with their lives was time."

"Shadow!" Miles snarled, and a giant metal monstrosity emerged from behind the other side of the flying battleship. It had a vaguely dragon-like form, with dozens of spines and tentacles mixed in with a pair of giant bladed wings. Six red eyes glowed with electric hate above a cavernous maw filled with chainsaw teeth. Metal Sonic Phase Three was back.

Shadow's grin grew, if anything, wider.

"We don't have time for this," Rouge whispered. "I'll head inside and get the Emerald."

He nodded, his eyes never leaving the Metal Monstrosity and its kitsune master.

Heading for an access panel, Rouge didn't look back.

"Is that supposed to be Metal Sonic?" Shadow asked, letting her go. "The Doctor was curious what had happened to him."

"I happened," Miles told him, looking eager for the coming battle, despite the exhaustion and wounds just a few moments before. "And I've been waiting for this, Shadow! Waiting for the day when I could pay you back…"

Shadow craned his head to the side, cracking and flexing his neck.

"All right," he replied with a smile. "Let's see what you've got."

Hiding in one of the Carrier's unsealed air ducts, Sally caught her breath and carefully rerouted the alarm hooked up to the lazily spinning fan in her way. It was a fortunate thing she had come prepared for this little excursion, just on the off chance that they needed to break into Tails' airship and take the Emerald by force. What she hadn't expected was the need to go it alone.

It wasn't that she was uncomfortable going solo. Not in the least. She had hundreds of hours of cumulative experience behind enemy lines in infiltration and sabotage ops. She also had Nicole's original hand-held module with her, though some sort of jamming signal was preventing a linkup with the Nicole-Primary in Knothole. Still, she was well trained and well prepared. As a bonus, the one group of security personnel she had run into hadn't used their weapons, eschewing them to try and subdue her with stun-sticks.

'A capture order?' she wondered, working on removing the fan.

What she hadn't expected in coming here was for Tails to actually fight his two old friends. Not seriously. Not only had Tails nearly turned the tables and talked Sonic and Knuckles into backing off, but when that fell through, he actually fought them. It was hard to tell what happened to Knuckles. He had glided away after Metal Sonic, and since he couldn't fly or gain altitude without climbing something, he'd never be able to get back to the main ship.

Sally had been certain, even after Knuckles got taken out of the fight, that Sonic could step in and put a stop to Tails' would-be mutiny. That had been a while ago. Almost ten minutes. As far as she and the Nicole module could tell there were no alarms or other signs that Sonic was making his way through the ship himself. Was he still fighting Tails topside? The question came unbidden: had Tails beaten Sonic?

That couldn't be, could it?

What on Mobius would she do to get out of here if he had?

The duct opened up to a large air recycling station. It was cylindrical, and below and above giant fans churned behind thin wire safety grating. It would probably be enough to break her fall, but there'd be no getting out of that pit if she slipped. Climbing carefully down from the duct she had just exited, Sally shimmied to the left as far as possible before the wall became too sheer, without any easy handhold. Making a short leap and pushing off the metal wall with her legs, Sally grabbed hold of the bracing around another fan duct.

Half-way there.

Climbing up this duct, to get back to the level she was at before, Sally inched to the edge and made another jump. Her fingers just caught the edge of another section of duct grating. Pulling herself up and huddling within the small space between the recycling adjunct and the next convection fan, she let out a long breath. That last jump had been a bit tougher than it looked.

She quickly went to work disabling the fan's alarm, and then removing the fan itself. Hopefully, a feedback loop would prevent anyone actually monitoring the ship's airways from detecting that it was off-line. Squeezing through the fan housing and into another small, featureless duct, Sally crawled forward. It would be pointless to try and find a way right into the forward engineering section of the ship. However, it was possible to find an unguarded access point into an adjacent area.

Nicole had identified just the place.

Several sections of the ship had been sealed off beneath and adjacent to the engineering section she needed to get to. Shimmying down a vertical stretch of ventilation, Sally landed softly and kept going, picking up the pace. Checking Nicole-module's schematics of the air shafts, she confirmed she was on course and very close. With the Primary Nicole miles away, the module could do, but it was very limited without an actual AI inside it. Sally tried not to have to rely on it too heavily.

Finally coming to her exit point, Sally cautiously unhooked the air duct grate, slipped out, and fitted it back in place. She had emerged in a small alcove in a disused maintenance bay. It was part of the original Egg Carrier, but with no robotic crew, these sections were basically redundant. Boxes full of spare parts were lined up on shelves nearby. Forcing open the door, Sally took a quick look around the maintenance bay.

Empty. Just as expected.

Taking a few seconds to stretch, now safely out in an open area instead of a cramped air duct, she worked out the kinks in her neck and shoulders. Heading down to the end of the bay at a brisk pace, Sally saw it wasn't entirely empty. There were a few robots in various states of disarray and repair: mostly Combots, but one Robian. They didn't look like they were being repaired, so she wagered it likely that they were being stripped for parts.

The Combots Sally couldn't care less about, but it meant that the Robian was basically a total loss. It was impossible using current technology to successfully de-roboticize a Robian who had too much hardware swapped in or out. Turning organic again resulted in massive organ failure and rejection of the foreign materials. There were still thousands of free Robians who couldn't return to normal because of the problem. Sally didn't even want to think about the fates of those Robians who had been stripped down for spare parts and then thrown out or recycled.

Reaching the end of the bay, Sally noticed something strange: parts of the wall seemed to be incongruous. Instead of smooth metal, it looked like it had been crudely patched over. Some of the metal plates bulged or warped. Finding the exit door she needed, Sally wedged it open using a steel bar before forcing it halfway open. It wasn't easy. She had to brace her legs against one section and her back against the other. Once it was part way open, she squeezed through and kept going.

The walls in this part of the ship also seemed to have some of the same problems as those at the end of the maintenance bay. In some areas, the metal frame was twisted, and in others, metal panels had fallen to the ground, dislodged from their place in the wall. Where they had once been, Sally could see strange faintly glowing circuitry and bundles of silver wire. It didn't look like normal Eggman tech.

The further she went, the more the walls became covered in the stuff. Eventually, the bulges behind the walls became more than they could bear, and the root-like metal growths broke the surface entirely. Cautiously, Sally touched one of the strange bulbs with her hand. It felt… warm. Not hot. Just warm.

'Body temperature,' she thought. 'What is this stuff?'

Deeper into the weave of metallic roots, along what had once been an access corridor, Sally found the door she had been looking for to be almost completely overgrown. Luckily, it still worked. Forcing it open, Sally found the room within to be almost pitch-black. Only a few faint blue lights illuminated tiny stretches of wall or ceiling. Reaching into her vest, Sally took out a flare. Popping the top, it burned with red tinted fire and light.

Faces.

Sally bit back a scream.

The walls: they were covered with faces. Disembodied robotic arms and legs hung from the ceiling like pieces of meat. The warped faceplates of Combots and Robians seemed to have been melted into the walls. Past even them, Sally could see what looked like fur covered bodies – Mobians? – deeper inside the chamber. Creeping along, trying to only step on plain metal plates in the floor, Sally moved in for a closer look.

They were... Tails Dolls?

She knew about the vile machines, of course. They were enemy AIs, ruthless, efficient, and utterly loyal. Eggman had been using them for more than a year now as a replacement for most of his Underbosses. According to rumor (no Doll had ever been captured before), they were covered with the patchwork skins of dead Mobians.

Getting closer to one of the dead Dolls, Sally could see there was truth to the macabre rumor. The skin and the fur certainly looked real, but whatever normal appearance it may have once had was immediately shattered by how crudely it seemed to be sewn together. It wasn't mean for infiltration. It was meant for terror. She had heard that the Dolls handled interrogations…

There were several of them nearby. One was pinned to the wall like a crucifixion, almost completely intact. Another was twisted horribly at the waist, with thick cords of silver wire impaling it. Another was in three pieces, the head hanging from the ceiling like a lamp by thick blue and silver tendrils. All stared out at the world with mute, emotionless black orbs for eyes. Above their heads, small red gems at the ends of metal pins glowed faintly, casting nearby features in a blood red hue.

It was horrific, and if anything, it got worse.

What was left of the forward engineering section was completely changed by the strange metal growth that had overwhelmed it. It seemed to be, at least partly, composed of as many as a hundred robots. Turning a corner, Sally saw more pieces embedded in the walls, the floor and the ceiling. Here, hands and arms twitched and swayed in a mockery of life. The faces melted into the walls glowed, as if screaming in silence. The walls themselves hummed and pulsed, throbbing like a giant heart.

'A giant heart…?' Sally thought. It was probably more appropriate a description than she had initially intended. 'I'm getting closer to the Emerald. It's here."

She literally jumped as something in the wall twisted and parted, revealing a large red orb, like an eye. Behind its glossy surface, Sally could see something focusing on her. She froze, waiting for… something. Anything. The red eye just stared at her, unblinking. Carefully keeping her distance from it, Sally rounded another corner, wary of the twitching robotic arms in the walls around her.

Another red orb emerged in the wall, watching her here, too.

This time, Sally tried to ignore it and press onward. The walls here were thick, and literally glowing with power. Despite having no personal sensitivity towards Chaos Energy in any of its forms, she could see that familiar yellow and green glow inside some of the pulsing tubes and wires in the walls. The fur on the back of her neck was literally standing on edge. Another red "eye" emerged and watched her. And another.

Coming to the last door, Sally pried it open and squeezed through what she could manage to open. This room, like the others, was completely covered in the strange metallic roots and growths. Unlike the others, however, here Sally could see a distinct structure, different in style from the bizarre metallic mass earlier. In the center of this room was a large, clearly manufactured cylinder.

Bright blue light ran along its surface, and a very clear sign stated:

WARNING

And underneath that

CHAOS DRIVE
MPTCD-06794

It was one of Tails' power cores, designed to use a Chaos Emerald. Sally had seen one before, back when Tails and Rotor built the City Shield for Knothole. The young fox had tried to explain how it worked, but the technical jargon had gone completely over her head. What mattered was less how it worked, and more, that she remembered how it could be opened.

"Let's see… there should be four seals on the sides… ah ha! There!"

Sally found the indentations in the high tech cylinder, and pressed down on them with her hand. After taking a little force, they slid the rest of the way in, revealing four recessed handles. Taking the first one, Sally pulled at it, causing one end of the handle to detach. She then rotated the lever ninety degrees and locked it back in place. Another full ninety degree turn unlocked the first seal, turning a reaction light from red to green.

Repeating the procedure for the other three seals, Sally was rewarded as the front of the Chaos Drive unlocked with a hiss. A blast of hot air shot out from inside the device, and the now slightly exposed frontal plate split in half, down the middle, and slid up and down out of the way. Sally had expected that to be it, but there appeared to be another layer of security protecting the Emerald within.

WARNING a screen flashed DRIVE SYSTEMS ONLINE

HAZARD HAZARD HAZARD HAZARD

DISENGAGE SAFETIES

That made sense.

Sally looked around in the now exposed interior of the Chaos Drive. A panel with writing on it tipped her off. Sliding it open, she saw a series of breaker switches. Some were by themselves; others were boxed off and labeled with colors. The back of the panel coded each color with a system, and the order for activation or deactivation. Sally followed it carefully; the last thing she wanted was a potentially Mobius-shattering kaboom (or a potentially Sally-splattering discharge of energy).

Flipping the last breaker, the WARNING and HAZARD labels disappeared.

Within the Chaos Drive, an inner section swiveled and rotated as it rose up from below. It did so quickly (and abruptly enough to catch someone's fingers, if they weren't careful) before snapping in place. The new section was banded by yellow and black stripes, the universal symbol for "warning." A second later, the banded metal cylinder split open and rotated again, finally revealing a large fist sized sapphire gemstone.

Sally reached for the Chaos Emerald… when a voice interrupted her.

"Isn't stealing a little below you, Princess?"

She turned slowly and saw Rouge standing behind her, hands on her hips.

"I mean, you're ok at it," Rouge continued, smirking at the other girl. "But you really should leave it to a professional."

"Rouge!" Sally removed the Emerald, but kept her eyes on the bat girl. Red warming lights suddenly lit up all around them, bathing the room in an amber glow. "How did you get here?"

"The door," Rouge replied, pointing over her shoulder at the main section airlock. It did nothing to explain how she had waltzed past the ship's guards and other defenses. "I'm guessing you took the creepy basement route, huh?"

Well, that wasn't an inaccurate description.

"If you're here, then Shadow…?"

Rouge nodded. "He's topside with the other boys."

Sally glanced down at the Emerald in her right hand, then back up at Rouge.

"As if Knothole wasn't bad enough, you're coming here to finish the job?" she asked, frowning. "How could you?! We trusted you!"

"I have my reasons," Rouge answered, a little more evasively than usual. "Now, hand over that Emerald. We're running out of time."

"And what do you think will happen when Robotnik gets his hands on all seven of these?" Sally asked. "Or Shadow for that matter?"

Rouge sighed. "I'm not an idiot, Princess. I think I know what's going to happen better than you do."

Sally tensed as Rouge advanced on her.

"Wait, how did you get here so quickly? You don't look like you've got a scratch on you," Sally observed, still keeping the Emerald close and away from the jewel thief. "What…?

Before she could ask any more potentially troublesome questions – Rouge still couldn't be sure her equipment wasn't bugged – the bat swooped in. Sally managed to block the heel kick with her forearm, but she definitely felt the force of the blow. The Princess winced, but pushed back, forcing Rouge to land on her feet a short distance away. The actual difference in general strength between them wasn't great, but Rouge knew her special kicks were far more potent than anything the otherwise baseline normal Sally Acorn could manage.

There was no time to waste being diplomatic.

"I said!" Rouge charged, spinning into a lightning fast side kick. "I'll be taking that Emerald, Princess!"

Sonic was not amused.

Not only was he still rooted in place (with all the humiliation and frustration that entailed), but he had to stand and watch from the sidelines while Tails and a giant Metal Dragon that had formerly been a hedgehog (odd, that) fought Shadow. By all rights, he should have been out there, helping to tag team the angst ridden black psychopath. Sonic still hadn't forgotten Shadow's insults from before, and he had every intention of showing the damned faker just who he was ripping off.

Which he would probably have already done, except, of course, for the fact that his two tailed former best bud had basically welded him to a gigantic battleship and made it impossible to move. It wasn't as if Sonic hadn't tried to escape either. Eggman had tried the "lol – I'll stick your feet to the ground" trick before, but Sonic always found a way to spin or dash out of it. Whatever bad mojo Tails had used was proving to be far harder to break.

So Sonic had no choice but to stand and watch.

Despite being smacked around a bit by the Knucklehead and then pinballed a few times by Sonic himself, Tails still seemed to have the energy to fight. Sonic watched as the kitsune shot upwards in a rising spin attack, meeting Shadow head on before bouncing off and hurling more of those explosive rings. A cacophony of explosions engulfed the black hedgehog, and Metal Sonic (or was he Metal Overlord or Metal Madness now? Sonic couldn't remember) flew in to take advantage of the confusion.

They'd been going at this for a while now.

Tails would attack and fall back, and then Metal would jump in and Shadow would start tearing him up. Then, Tails would jump back in, usually with some kind of trick, like a really big bomb, or a rigged shield ring, or whatever. Then the process would repeat. Metal would fly off and reform himself somewhere, and by the time he came back, he'd jump back into the fray and Tails would take a breather.

Shadow seemed to have less of a plan. He was simply trying to bull through each opponent as they came. Already, the armored hull of the air carrier beneath them was pock marked by craters, ragged tears and other scars, most of them caused by Shadow's reckless use of Chaos Power. Putting himself in Shadow's shoes (Sonic grimaced at the thought – the black fake had no style in footwear) Sonic couldn't help but be impressed.

If he had been out there, in all honesty, he'd probably be near exhaustion.

Tails was obviously trying to wear the black hedgehog down and deplete his reserves of Chaos Energy. Shadow was obviously trying to just kill either one of the two of them before the other jumped back in to the fight. He wasn't having much luck. Tails had developed some way to counter or nullify Shadow's Chaos Spear attack, and when Shadow tried to spin or homing attack, the fox did just what he did before. He dodged and blocked the predictable attacks with his tails before slipping out of melee.

Shadow actually had more success with Metal Sonic, at least on the surface. Metal had no way to nullify the Chaos Spears, so he simply tanked them. He was also slower in his dragon form. Shadow would try and take advantage of this by attacking furiously, blowing or slicing off wings and arms and tentacles. It was always a good start, but then Tails would jump back in, Metal would reform, and Shadow would be back to where he started.

Not that Sonic was rooting for the psycho, but still…

Shadow and Tails broke out of a spiral of blows, uncurling and resuming their normal forms as they landed. The latter's namesakes spun to try and slow him down as he held out his hands. A great blast of golden ring energy convulsed down the fox's arms, and shadow jerked sharply to the side as a giant block of nullification polymer formed in the air, nearly encasing him completely.

The roughly hewn block of material slouched off the side of the moving air carrier, and Shadow took the opportunity to attack. Flipping nimbly over the surface of the ship, mindful of the hundreds of normally hidden ring mines placed on the hull – he could feel their presence all around him, like buzzing flies – Shadow attacked. Tails needed both hands to effectively project the two component molecules of the polymer weapon, and a second for the two high velocity vapor streams to meet and merge.

Shadow jumped and dodged as a dozen wedges and rectangles solidified around him, trying to pin him in place. Finally, Miles formed another giant block of it directly in front of him. Shadow rushed into it and, at the last second, Chaos Controlled right through the would-be barrier. Tails barely had time to shield himself with his namesakes before a homing attack slammed into him. Shadow quickly uncurled and tried to land a blow with his fist, but Tails shot off to the side and flipped away.

Shadow's rocket shoes fired as he skidded along the ground, inadvertently setting off a cluster of ring mines. The so called ultimate life form rolled and shot up, hitting Metal's dragon-like claw before it could slam down on his otherwise vulnerable form. Blasting straight through the metal plating and assimilated circuitry, Shadow whirled and struck the giant monstrosity's face with a kick. Pushing off before its chainsaw teeth could close in on him, Shadow slipped through the flapping bladed wings and landed on top of a damaged weapons turret.

Metal Sonic landed on all fours, his bulk setting off more ring mines that served to tear up its damaged legs. Still, Shadow could see the damage being repaired and regenerated on the spot. The black hedgehog scowled, red eyes moving from the endlessly regenerating robot to the troublesome kitsune who commanded it. Either one of them would have been manageable, but both at once… it was proving…

Difficult.

'If this keeps going on, the war will end before either of us wins,' he thought bitterly. 'I haven't heard from Rouge yet, so it's impossible to tell if she has the Emerald yet. It's been a long time, but I'll just have to do that.'

"Metal!" Tails yelled, pointing at the giant robot. "Open Control Permissions! Password: Miles Prower Angel Arc Seven-Seven-Eight-Delta!"

Shadow sneered, unlocking the rings around his wrists.

Miles jumped, flying upwards. "Phase Four Release… Granted!"

Metal Madness' four red eyes flashed in acknowledgment. Immediately, it began to convulse and then shrink. The giant mecha rose up on its two rear legs and gave an indistinct roar as it fell apart. Shadow stared at it, shocked by the sudden change. It was as if the machine was coming apart at the seams… or as if it were shedding its skin. Within seconds, the dragon that embodied Metal Madness shattered like a glass crystal.

In its place, a giant metal block fell to the ground.

"What the Hell?" Shadow couldn't help but ask. He knew vaguely about Metal Sonic and his 'berserker' nanites, so he hadn't been surprised when he saw the giant dragon form it had eventually taken. Now Metal Sonic had become what exactly?

A giant metal cube?

"Phase Four Engaged." A robotic monotone announced. "Slave Uplink Established. Warning: Power Transmission at Maximum."

"Here's an interesting fact, Shadow." Tails landed a good distance away from the Metal Cube. "When I hijacked Metal here, and the Tails Dolls under him, I also took over all these ships you see around you…"

Shadow frowned – the brat was referring to all the airships he'd pirated.

"I took four of those ships, four Destroyer-class vessels," the kitsune explained, holding up four fingers. "And slaved their power systems to Metal Sonic. Normally, the power drain is minuscule. Each ship produces much more power than it really needs, especially when it's just hovering in place and not fighting. However, if I choose, I can redirect up to twenty five percent of a ship's power through the slave link power transmitter."

"Get it now?" Tails asked, grinning. "At full power, Metal Sonic has the combined power of an entire warship!"

The Metal block took that moment to crack down the middle.

The two halves pushed apart, and a glowing form emerged from within. Metal Sonic appeared, thinner than before, composed of rippling, seamless metal. The texture was almost liquid, like mercury, and it glowed with an inner intensity. As it took another step, the robot slowly morphed, as silvery veins and tendrils wrapped around its skeletal frame. Like previous iterations, this Metal Sonic had a hole in its chest, like an engine, but seamless. A spinning orb in the center glowed with burnished shades of red and yellow. The rest of it was likewise seamless, with no obvious joints or mechanical parts.

"Another Sonic clone?!" Sonic yelled, shaking an angry fist. "Gimme a break! At least this one isn't a recolor… but still! Not cool, man!"

Miles waved him off. "Do you always have to ruin the mood? Just stand there and enjoy the show!" He then turned back to Shadow. "I call this Final Form 'Metal Destroyer' because he's powered by four Destroyer class airships. Truth be told, I wasn't actually planning on using this. Not unless things really got out of control. But…!"

Shadow's mouth turned up into a smirk.

"I meant what I said before," Tails snarled. "I really would like to make you pay for what you've done! So, Shadow, let's see what an ultimate life form like you can really do! Metal Destroyer!"

The silver and blue robot turned to its master.

"Kill him."

One second it was standing there, and then the next it was gone. Shadow's eyes could barely follow it. A blue and gray hand filled his vision, and reacting purely on instinct, Shadow lifted his arm to block the normally razor edged fingers. A heartbeat later and Shadow found himself skidding along the surface of the captured Egg Carrier, heading for the edge of the forward prow. Digging his heels against the metal surface and mentally activating his rocket boots, he had only just started to come to a stop when a thunderous blow to the side sent him spinning.

Trying to straighten out in midair, he saw a flash of light and evaded at the last moment as a beam sliced through the air. Following it, Shadow saw Metal hovering in place. This time, Shadow did see – at least partly – the robot move, as a great gout of yellow energy shot out from behind it. Twisting to try and dodge, Shadow felt a bone crushing impact in his left shoulder. Flying through the air like a rag doll, he hit the armored hull of the Nor'easter with a wet thud before crashing into a raised metal beam.

'Damnit! My arm…broken!?'

Shadow winced, reaching over to his left wrist to finish removing the golden band fitted to his glove. Hastily throwing it away, he used his teeth to remove the one on his right hand. His left arm was broken in three places, with at least one of those breaks being a comminuted fracture that he could feel nearly breaking the skin.

'This is bad… at this rate I could actually die.'

Chuckling darkly, Shadow let his right control ring fall from his teeth.

A second later, and Metal Destroyer was hovering above him. A diamond hard hand reached down and seized the black hedgehog by the neck, lifting him up and off his feet. A glint of light reflected off Metal's seamless form. Shadow watched as the robot reared back its left hand to deliver a killing blow.

'Come on… come on!' Shadow thought, coughing up a bit of blood.

Metal's pale red eyes flashed as it froze the moment in its memory.

'Come on!' Shadow repeated, and began to reach up with his remaining arm. "Come on! Come on!"

Metal's left hand shot forward, aiming to punch a hole clean through Shadow's forehead. The mercury appendage stopped short of its target by barely more than an inch. Shadow's good hand had it by the wrist. Metal's eyes flashed again, this time in surprise as it processed the curious new data.

Shadow's grin grew wide and vicious.

"There we go."

Metal's hand corkscrewed through the air, popped off at the wrist.

Standing almost a hundred meters away, Miles' eyes widened. Shadow's entire body became wreathed in red and black fire: an uncontrolled and unfocused inferno of raging chaos energy. Not only was it enough to squeeze off Metal Destroyer's hand, but it pushed the robot back and away from the horrific aura, forcing it to release the now unleashed ultimate life form. Tails narrowed his eyes at the phenomenon.

And at the inhibitor ring that rolled along and over the edge of the ship.

"Hmm." The kitsune frowned. "Looks like I've lost this one."

Metal Destroyer's chest began to glow, pinpricks of energy building around its central core. Shadow's burning form lunged towards it, a wordless scream echoing within the Nor'easter's now flaring shield. The living conflagration plowed right into Metal's capital ship beam. Twisting lances of excited particles bent around Shadow as he pushed through the charged beam.

One helix of particles sheared a five hundred ton armored turret clear out of its mornings. Another narrowly missed hitting the Nor'easter's hull, leaving a molten scar in its wake before hitting the massive ship's shield. The shield matrix, designed to shrug off any attack short of a nuclear barrage, burned a visible white. Amid the pulsing particles and armor melting fire, Shadow's right hand slammed into and through Metal Destroyer's face, shattering mercury-like metal and living circuitry.

Tails appeared next to Sonic, holding his hands out in front of him.

"Holy mother of -- "

"SHIELD! FOUR HUNDRED RINGS!" The fox cried, and a thick layered energy shield appeared around the two of them. Tails then wrapped his tails around Sonic. A second later, and a blast of light – and a wave of nuclear fire - engulfed the front half of the former Egg Carrier.