"Let's see it! I know you brought it!" he yelled. "I can feel it!"

"You fool!" Tails' grin pulled back his lips, showing a mouthful of sharp teeth. "Where the Hell do you think I'd keep the last Chaos Emerald?!" He slammed a fist into his chest. "You want it? Come and Get It."

With a feral roar, Shadow charged, slamming into the fox at full speed. The impact sent them both backwards, smashing into and through one of the Eclipse's Chamber's shielded bulkheads. Crashing to a stop, half buried in twisted metal and burning circuitry, Miles arms strained to block Shadow's hands, keeping them from wrapping around his throat. The ultimate life form pressed down, white nearly transformation-grade chaos energy rippling away from his body like ripples in a pool.

The Siphons build into the kitsune's shoulders spat green fire.

And Tails struck. Shadow danced backwards, blocking a dozen strikes by Miles' tails. The twin appendages blurred as they struck, again and again, thrusting and slicing and sweeping. Shadow parried them all and moved in again with a chaos powered fist. Utterly demolishing the uprooted generator thrown in his way. Plowing through the wrecked machinery, he came face to face with a golden ring large enough to dive through.

The explosion shook the Eclipse Chamber itself.

"Tch," Mephiles snorted, sparing a glance over his shoulder before going back to properly preparing the Soul Furnace. It wouldn't do for either of those fools to interfere and damage such a delicate operation. While this was nothing like the great sacrifice Melchesidec had demanded back when Iblis was first sealed, crafting a new key to force open the Dimensional Prison was tricky work.

Having seen and examined Erazor's lamp in detail and from it the basic requirements for another Burning Key, Mephiles felt all but certain of his triumph so long as there were no more significant interruptions. Ideally, his now useless pawns, Silver and Blaze, had been crippled or killed. The Iblis Trigger was in his hands. It was perfect!

The souls of the three: the Trigger, known in this era as Sonic, the troublesome spy, Rouge, and the criminal mechanic, Wave, would be used to forge a new Key tailored to the dimensional lock built into the Ark of the Cosmos. Already the prison door had opened enough for Iblis herself to begin to manifest in the physical world. Black veins of nightmare energy were already spreading throughout the structure, altering it to better suit her whims. The pure soul of the girl, Amy Rose, would be the axis on which the others were oriented. She would serve to pacify Iblis until the time was right.

Very soon Iblis herself would be free, and together, they would become Solaris!

Then that old demon, Melchesidec, would watch as his world became a new blazing sun. The light of Solaris would spread, infiltrating every crack and crevasse of the blighted planet Mobius. Together, Mephiles and Iblis, as it was meant to be, would become the new God of a blackened world! All would worship and tremble in fear at the merest whisper of their name!

The bowels of the Fallen City shook as Shadow's back hit the unyielding adamantine metal that lined the heart of Helios Superchamber. This was the outer sphere between the city itself and the reactor within. Even then it deformed slightly, a web of cracks spreading from the point of impact. Pushing back with his elbows, the once jet black hedgehog shot forward and slammed a fist into the face of his kitsune opponent. Miles' fell back and down, his tails cutting twin furrows in the wall as he slowed his fall.

The two stood horizontal on the nearly vertical surface.

Miles' eyes darted to the side, as something long and black snaked, moving like a ghost between the metal walls. It wasn't alone. More and more of the murky shadows moved, and soon the entire structure began to warp and twist. There was no time to study the phenomenon.

Shadow was on him in a millisecond, the flames from his rocket-assisted footwear scorching the vast curved walls as he sped by, slashing with his Chaos empowered quills. The fox leaned back and warded off the attack with his hands, even as trails of blood filled the air. Shadow slammed one foot down in midspin, tensed for a heartbeat, and launched into a Homing Attack that struck the surprised vulpine square in the chest. Tails skidded across the ground, but at the last second spun his tails, slowing himself before he hit the wall behind him.

'I won't last long in close quarters like this! But am I far enough away from everyone else?' he wondered. 'Yes. Yes, I am!'

It was time to try that.

Concentrating, Tails began to release swarms of rings from his arms and legs. Noticing this, Shadow flew off to the side, wary of getting caught by the bouncing, rolling rings. Then they did the unexpected: the rings started to slip into the wall, as if their substance was immaterial. Other rings settled in midair. Within seconds, they were as thick as flies on a corpse, filling the air, and unseen to the eye, deep within the walls and floors.

"Now!" Tails slammed his hands together. "Watch carefully! This is only the second weapon of mass destruction I've ever used!!"

A shimmering sphere enveloped him.

"Some sort of lightning shield?" Shadow guessed, based on the look and feel. "What is…?"

Tails started to spin.

He moved slowly at first, just one long slow revolution. The walls to either side cracked with an unseen force and the rings in the air began to vibrate visibly. Shadow narrowed his eyes and felt a slight pull. It wasn't significant and he ignored it. More important events were occurring: Miles was spinning faster and faster, and everything around him was simply disintegrating. Within moments, the kitsune was impossible to see. There was a massive storm of lightning, fire and glowing particles surrounding him in an ever expanding sphere.

Inside the spinning sphere, Miles smirked.

'High frequency rings combined with the energetic nature of a lightning shield,' he thought, glad the theory had panned out so well. 'When rotated at high speed, the result is a plasma field that can annihilate any matter it draws in! Even air is sucked in, taking anything nearby in with it! This produces a toroidal field of almost one hundred meters in which nothing can survive!'

"This is my Maelstrom!!"

Shadow could feel the pull growing stronger. His rocket shoes fired up, helping to fight the now nearly hurricane force winds sucking anything not nailed down into the burning plasma tornado. In seconds, even gigantic plates of metal ripped free and hurled into the vortex, only to burn up and feed the ever expanding plasma sphere of doom. Chunks of concrete and steel beams flew through the air.

"Heh!" Shadow smirked, unloading twin Chaos Spears into the growing conflagration. They vanished harmlessly into the spinning Maelstrom.

Shadow's mad grin widened in excitement.

'He really is a weapon of mass destruction!' Shadow thought, gleefully. 'Well, so am I!'

Shadow could feel the Super transformation just on the edge of his subconscious. His body just needed a little more, just a tiny nudge, to go Super. The brat had the seventh Emerald literally inside himself, and the proximity to him now was almost enough to do the job, but not quite. He needed more. He needed enough to really tap into the Emerald. More! He needed more! More!!

"Is that it?" Shadow roared, using Chaos Control to root himself in place. "Is that all you've got?!"

With the power flowing through the air and into his body, it was possible to use Chaos Control to teleport short distances almost constantly. Even as everything nearby tore up and fed into the now fifty meter wide sphere, Shadow remained in place. Entire sections and floors of the city uprooted. Others weren't sucked in, but they were instead buffeted and blown apart like chaff. The friction in the air ignited anything flammable, and caused massive lightning strikes.

One shot by, just inches from Shadow's face.

Gradually, the plasma storm began to rise, higher and higher, excising a massive hundred meter wide dome above them. Stress fractures tore open even that, exposing the uppermost levels of Helios. Finally, the dynamo began to die down, having exhausted every scrap of matter in range of its spin. By the time it was done, a great chunk of the inner Eclipse chamber was gone: it looked like a ball of ice cream that someone had taken a scoop out of. Almost thirty floors of the Flying City had been ripped apart.

Miles hung in midair, his tails spinning behind him.

"How… how the hell… did you…?" the fox gasped for air. "Damnit!"

"That was quite an impressive little spin," Shadow stated, spinning his finger in the air. "Can you do it again?"

Miles floated back.

"My normal Chaos Spears don't seem to be working well on you, so," Shadow thrust his hands forward and a black and red orb blended together between his palms. "Let's see just how much Chaos Energy you can nullify!"


Knothole

Fifteen minutes from Impact.

Less than a mile to the south, around Evacuation Point Delta, the fighting was fierce. Unable to cause enough damage from above, robot forces were making a suicidal push into the city at ground level, targeting any air or ground transport craft they could. The moment they did, they came under fire from entrenched mobian forces – sniper fire from building windows, grenades from around corners, rockets and man-portable mortars from behind concrete bulwarks and heaped rubble. Still they drove forward.

Cream Rabbit ran up a flight of steps, chest heaving. Adrenalin pumped through her veins, and her fight or flight response was in high gear. She had already dismissed the latter for the former. Even though a Notice of Non-Conscription had been mailed to her, with the King's Seal on it, she knew what she had to do. She was a Freedom Fighter, and while she'd come to Knothole from Cheyenne in the east for some R&R and to catch up with her older sister, her duty to Mobius always came first.

She was only one of about a hundred and twenty Freedom Fighters in Knothole.

They operated alone or in pairs, making hit and run attacks and harrying the invaders, usually behind their own lines. Freedom Fighter training was different from that of the Dingo or the Royal Armed Forces. It emphasized stealth, speed and asymmetric warfare, avoiding the sort of static defenses, combined arms, and operations-in-force doctrines that the dingo operated under, and the rigid command structure that made up the Royal Army. Though both organizations technically operated under the overall command of acting Cavalier (the equivalent of Colonel) Hershey Cat, stationed in the city with General Stryker, in practice the individual FF squads and individuals acted virtually of their own accord.

In this city of Knothole, sporadic gunfire and the thundering from overhead almost sounded like rain. Yet, something… some bloodlust… it made her smile at the thought of fighting, which was something she had never done before. She had fought several times, but it had always been with a mixture of fear and apprehension, never excitement… never eagerness. But there was no time to dwell on it.

Kicking open a door to an abandoned apartment, Cream reached behind her and snapped loose a long tubular weapon. Sidestepping cautiously over to the east-facing window in the main room, she reached into a satchel and retrieved a pointed head for the weapon. Quickly inserting it into the end of the body, and loading the rocket propelled grenade, she inched closer to the window and looked out over one of Knothole's many streets. Parts of the cobbles stonework had been blown out, leaving scorched black craters that impeded movement. Part of a building across the street was on fire, and half of it had already collapsed. At least four bodies were strewn about, all burned badly, with one half buried by rubble.

Cream's sensitive rabbit ears heard them coming before she actually saw them.

The first one in view was a Combot, armed with a heavy long barreled machine gun – it was colored dark gray and white, the same camouflage colors everyone in the city had been given to blend in with an urban environment. That it was alone made her especially wary. Flipping down the blue tinted eyesight attached to her helmet, she saw two more Combots flanking the first. They had been cloaked…

Luckily, the Freedom Fighters had been quick to develop a means of finding cloaked Combots. Most of the models produced after 3236 didn't even have the function anymore. The older ones, though, were more 'experienced' than the new ones and had learned to use their cloak sparingly and for short-range recon. The three bots were running a sweep over the nearby buildings in advance of more troops.

Cream ducked low and hid.

A few seconds later, she took out a small pocket mirror with a retractable stock and used it to look out the window, using the reflection to find the uncloaked Combot. She saw it move aside just as a crowd of black shapes began to march forward. SWATbots! She grinned viciously at the thought of sending a whole formation of them sprawling. SWATbots were much weaker than Combots, having only one fourth the armor and using weaker built-in pulse weapons. Their lanky forms were also easier to hit in a firefight than Combots, who tended to squat or take cover before returning fire.

Carefully peeking over the edge of the window, she quickly estimated how many SWATbots were present and of what type. It seemed to be a mix of the Type 30 (the old Beta-Betas or Beta-2s), a few Type 34s, and at least six Type 36s. The post 3236 variant SWATbot, she knew, carried a much heavier armament than the older models, and its internal pulse cannon had a much higher rate of fire than the other ones. Before her eyes, the ranks of SWATbots parted, and a large APC rolled forward on heavy treads. Escorting it, and likely piloting it, were war-mod robians. Unlike most robians, who ended up as workers, others were modified to act as either combat engineers during the Second Great War, or as disposable grunts.

"What? Oh-ho… I see…" She watched, as several of the robians held out their arms, which seemed bulkier than normal, and began to move them in a back and forth manner, scanning the road ahead for air-launched and dispersed landmines. Shaking her head, Cream braced herself, and picked a target – the treads of the APC, near the front.

"We can't have you doing that…"

Swiftly standing, she lowered and aimed the RPG launcher, and let the rocket fly. It roared out of the tube with a loud hiss, and a second later – before any of the surprised robots could find effective cover – exploded between two wheels in the APC's treads, blowing the whole system to hell and sending three robians and two SWATbots flying, pieces of metal spiraling from their broken bodies. Dropping the spent tube, Cream raised her rifle, held by a strap around her right shoulder, and took aim at the two remaining robians. A burst of fire cut the first down, body convulsing as armor piercing bullets cut through to vital electronics and pneumatic systems. The other tried to run, and Cream ducked some return fire as she picked it off with another burst of semi-automatic death.

Retreating from her position at the window, she fell backwards as red plasma blasts tore apart the window frame, and seared deep black holes in the ceiling. Gathering her things, she scrambled out of the room, and down the steps. Not far off, she heard explosions, and guessed that they were old Type-30 SWATbots being ordered to 'clear' the minefield. Grinning ear to ear, she headed out of the building, and across a small alley. Heading down it, towards another street, she held her rifle at the shoulder. Feeling confidant, she was about to cross the next street when a loud explosion sent her flying.

Gunfire answered in return, as the street became a horizontal rain of fire.

"Shoot…!" Cream backed up against the nearest wall, heart pounding. Following it to a door, she found it already open, and raced inside. On the first floor, she saw a dingo helping a badger to lie back against a wall near the stairs up to the second floor. He was holding his side, and she could see the black stained burn that had fused his clothes, fur and flesh into one terrible collection of necrotic tissue. Trickles of thick red blood oozed out from cracks in the burned mass.

Plasma.

"Medic!" The dingo cried, "Hey! I need a medic here!"

"Did someone… Oh!" A female rabbit, a southern cottontail like Cream except in a nurse's uniform, rounded the corner to what looked like the building's lobby. She took one look at the wounded mobian and wrapped her arm under his, helping to hold him up and move him towards the lobby. He groaned a few times, and as soon as he was out of the dingo's care, he turned to face the newcomer.

"A Freedom Fighter," he said, seeing no rank or insignia on her clothes. "We could use another rifle upstairs. Unless you've got another appointment…?"

"Not at the moment," Cream replied with a small smirk. "Lead the way."

"Great! This way!" The dingo hefted his own rifle and headed for the stairs with Cream in hot pursuit. He the marks on his shoulder, and what she remembered of dingo rank, she figured him to be a Warrior, Alpha Class… the dingo equivalent of a Private, second class. The sigil on his arm indicated he was part of the Eighth Platoon, one of fifteen dingo platoons charged with the defense of the city.

He wore the normal gray and dirty white fatigues, black combat boots, and seemed only equipped with a rifle and a sidearm. The rifle itself was large and bulky, but the also large and bulky dingo soldier carried it with ease, even though it looked like it weighed twice as much as her assault rifle. She could also see that, unlike her rifle, his had an under slung grenade launcher (a favorite of the dingo armed forces) and a permanently affixed bayonet that folded back and to the side.

They went up two floors and down a short hall to a room that may have once been a dance hall. It had obviously been modified by the dingo, who had beefed up the supports with concrete, and put down sandbags near a wall with firing stations. A few boxes of ammunition, disposable CLAWs, plastic explosives, grenades and the like were also behind sandbags, put together into a small arsenal. Looking around, she saw at least twenty dingo, about half a platoon, and a squad of ten mobians in two fire teams.

All four of the machine gun nets were occupied, and firing sporadically; nearby, another large dingo was standing over a communications radio with two other officers. He had the microphone to his mouth, and was trying to make himself heard over the cackle of machine guns and the occasional launch of an RPG or C-LAW.

"SCC! This is Station Echo Five! Repeat: Station Echo Five! Eighth Platoon! Requesting indirect fire on sector Delta Six! Over?" He took his thumb off the microphone activator and waited for a response. There was static for a second, before another voice responded from Supreme City Command.

"This is SCC," a voice on the other side of the radio answered. "We read you Echo Five. Indirect fire is on the way. Coordinates Delta Six. Over."

"When can we expect those fast movers, SCC?" The dingo asked back. "We're taking a pounding here!"

"No friendly skies, Echo Five. Repeat: No Friendly Skies." The voice responded. "You will be informed when air support becomes available."

"Damn it…" The dingo nodded to himself, and handed the radio microphone over to the communications officer. He looked up, quickly scanned the room, before his eyes settled on Cream. Or more exactly: the RPG launcher she had strapped to her back. "You! Freedom fighter!"

"Cream Rabbit, sir." She inclined her head in respect but didn't salute the dingo Lieutenant. The Freedom Fighters didn't have a real system of rank, except the division between the original FF, and those they trained. No rank, she figured, no salute.

"Cream Rabbit? Alright… Lieutenant Roh, Commander: Eighth Platoon. We need more troops on anti-armor detail." The dingo pointed to the ammo dump. "Load up and head out."

"Ah, sir. You should know… the minefield east of here, down the South Josephine Road… it's been compromised." Cream explained. "I slowed 'em down, but they're going to punch through in a few minutes."

"I see." The dingo frowned deeply. "How many?"

"Probably another whole Company. Is there anyone to hold that approach?"

"Michaels and the Third should be able to handle it." The dingo nodded to himself, as if unsure. "Yes, he'll hold the road. I need you down at ground level. We're seeing a lot of heavies coming our way. More than Intel led us to believe."

"Right. I'll get on it." Cream nodded, and the dingo did the same. Going their separate ways, Cream headed for the building's small armory and picked up a small crate of four RPGs, and a bandolier of grenades. As she headed downstairs, a series of loud explosions shook the building, and bits of paint and plaster fell from the walls and ceiling. She hurried down, through the lobby and past the injured, and into another boulevard. There, mobians and dingo were waiting for the smoke to clear at the far end of the street that had just been demolished by mortar fire.

Here, Knothole truly looked like a warzone.

Down the street, no building was intact. It had either been leveled by enemy fire trying to root out snipers, or friendly fire hoping to slow down the enemy assault. Smoke and ash filled the sky, and fires burned consuming what was left standing. Along the sides of the road, smashed and destroyed APCs and Assault Badniks lay in ruins, near broken bots of all types. High above, the incessant cracks of thunder still sounded as the air war continued unabated. And in the air, from this angle, Cream could see it… the floating city called Perfect Defense Fortress Helios…

It loomed over the treeline, like an approaching mountain.

"Miles…" She wasn't sure why she whispered it.

She wasn't sure why she was… worried… about him…

He had left her. Left her for Rouge. And why? Because of some disgusting lust he had no qualms about indulging? He was only hurting himself, only causing himself more pain. She wanted to see him again, to try and talk some sense into him, but by the time she had worked up the courage it was too late. He had left her for this… for this last great battle… as much as he had for Rouge.

Maybe - maybe if she had tried harder, she could have helped him.

Changed him somehow.

He was living the life he felt he deserved, now. He was a leader, a commander, a rogue, overshadowed by and subordinate to no one. What the Hell would happen if the war actually ended, Cream couldn't begin to guess. It was all too big, too overwhelming, to even contemplate.

Through the smoke, dark shadows began to move.

"Another wave!" A mobian soldier, gloves hands gripping a machinegun like it was a lifesaver, yelled to the others in the street. "Open fire! Destroy Them All!"

Even as the tempo of battle overwhelmed her like a tide, she wondered.

Like the howl of winter wild, a beam weapon lanced out from the smoke, a short blast of light and fire that hit a nearby barricade, blowing it to dust and smoke. Through the haze, a modified light 'caterkiller' badnik moved forward, heavily damaged by mortar fire but still operational. Most of its armor seemed shorn away, but the large cannon mounted on a spinal assembly attached to its back were still fully functional. The barrel began to glow in preparation to fire, before a trio of rockets, visible only by the spiral of fire and smoke behind them, slammed into the exposed areas of the robot, tearing the rear sections from the front and engulfing the whole thing in flame.

'Is there anything left of you, Tails?' She wondered, body shaking as she fired her rifle from behind the cover of concrete and sandbags. Down the street, a SWATbot disintegrated under the hail of bullets, falling backwards and into pieces. 'Is there anything left you care about?'

She remembered the Notice of Non-Conscription.

'I am Bunnie's sister… but… I hope…'

Another APC rolled forward, the turret on the top firing red plasma death. Next to her, a dingo yelped as his face disappeared. She watched, out of the corner of her eye, as he fell back with a sick gurgle. The ducked down, and tried to reload another RPG, but as the fire intensified, her fingers failed her, and she began to fumble. Cursing softly, she put the RPG down, and found her bandolier.

'I hope… Miles… that you sent me that letter…'

Steeling herself, she stood up, arms crossed over her chest, the air hot with plasma fire. Plucking two grenades from their links, she flicked off the safeties, and threw them down the street. Before they even landed, she hand two more in hand, and threw those individually. Four explosions shook the ground, savaging the ranks of war-mod robians and SWATbots that were approaching under the suppression fire of the APC. Fire continued to rain down from the pillbox nearby, and the holes in the side of the APC began to multiply, before a heavy machinegun finally managed to hit the power supply.

The resulting explosion turned the APC inside out.

'I have to hope…'

Cream suddenly felt a pain. Looking down, she saw a jagged length of steel, a foot long, sticking out of her upper left chest, between the breast and the shoulder. Fear gripped her – had it hit her heart? Would she lose her arm? Would she lose her life?

'That you wanted me to live…'

Holding the metal, the base of which was sticky red with blood, she felt her feet give out. She didn't even feel herself hitting the ground. The world was spinning. There was more fire, more smoke in the sky… so much… why couldn't she see the clear blue sky? Why couldn't she see…

"MEDIC!!"


A black and red pillar of light speared the Flying City, erupting from within it and shooting into the sky. Flying badniks and drones, dueling in the air above Helios, exploded in a dozen budding midair fires. Another distant explosion rocked the foundations of an already weakened building, sending one side of it crumbling to the ground below. The other half tottered and fell as two giant pieces.

Shadow laughed at the destruction.

Never, in his entire life, had he been so uninhibited. Never had he felt so free. His body was almost entirely covered in white now. Only a few isolated bits of black remained. He had never actually transformed before, at least not consciously. There had only been that one time, a "synchronization event" back on the ARK, and he had quickly passed out afterwards. He couldn't even remember what had happened, but he had seen footage and pictures.

'My transformation! I'm almost there!' He shot forward into the crumbling and blasted remains of the city. His fight had actually done enough damage to expose the light from the surface of the city, so far above the deeply buried Eclipse Chamber.

He found his enemy encased in a thick sphere of polymer gel.

He had actually used it on himself to cushion that last Chaos Blast! It began to slouch off, and a second alter, it vaporized. Miles flew back, shaking a few bits of vibration inactivated material out of his bangs and fur. Neither one of them had touched ground for a while now, but neither were built for extended flight. Even the kitsune with his ability to fly using his tails, obviously preferred to be land bound.

The brat had something in his hand: not a ring bomb, though.

Shadow angled his shoes and shot forward, aiming to investigate. The boy tossed the bulky looking device and Shadow got only a passing look at it. It seemed to be some sort of cylinder but with rings around it. While it seemed innocuous, Shadow had learned that prudence was called for when the two tailed menace whipped out something new. Rather than rush past it, or try and bat it aside, Shadow zipped off to the right at a good distance.

A flash of white forced the ultimate life form to pause, before a blast wave sent him flying. A small sun set, low and pregnant, within the heart of the Flying City: in the wake of that bright flash of light, a vast burning dome of near-nuclear fire crowned and rose. Buildings nearby were blown away, shattered beyond recognition, leaving only ravaged skeletal frameworks behind. Chunks of road and rail, pieces of factory and floor, raced away from the massive explosion before crashing into the black smoke shield around the city.

A burning ring of lightning and ash rose up like a halo.

A great wave of superheated air, hot enough to instantly light clothes on fire, buffed Shadow in midair. Then the overpressure hit like the hand of an angry god. It blew away anything in its path, on the ground or in the air. Shadow tumbled, righted himself, and smashed into the side of a fallen building. He crashed through three separate floors before falling out the side and back down into the half a mile wide hole he and Miles had made earlier.

Before he even hit the ground, Shadow heard him coming.

Miles was like a comet, the Chaos Siphon wired into him venting waste Chaos Energy out the back of his shoulders. Shadow could feel it, even now. The boy had literally kept the Emerald sealed up inside himself this entire time. Now, finally, he was feeding on it and using it to directly empower himself. But unlike Dimitri, who became Enerjak, or that fool Finitevus, this brat had come up with a solution to the problem of tapping an Emerald directly.

It tended to drive one mad, or so Gerald had always said. It was why machines could use Chaos Siphons easily and relatively safely, but why it was taboo for an organic. The body couldn't handle it. The mind couldn't handle it. The boy had worked around the problem by converting all the Chaos Energy he used into more stable "ring energy." What he didn't convert by tapping the Emerald directly, his Siphons vented as waste energy.

Shadow felt it, welcomed it, bathed in it.

"Seven!" his warped mind cried. "I almost have Seven! Hit me! Hit me!"

"Shadow!" Miles roared, a golden hand pulled back to deliver a final blow. "This is it for you!"

The thirty forth floor of Green Sector cratered.

"And that makes… Seven," Shadow stated, stopping Miles' fist with an open palm and one of his tails with another. Flakes of ash wafted around the two dueling powers. Shadow exhaled, and the last traces of black vanished from his body. White and red burned like the corona of a newly born star.

Miles eyes grew wide as saucers.

Super Shadow just smirked and thrust his other hand forward. Miles body flared with a bubble shield before it popped and he tumbled off the edge of the crater, over the rim, and into the blasted walls of the next floor. Super Shadow lowered his right hand, and not one, but a hundred Chaos Spears materialized in midair. The lances of energy, now deathly white rather than black, hovered, waiting.

"There," Shadow whispered, twisting his middle finger.

A veritable Rain of Spears descended, obliterating wall after wall and floor after floor around the crater. Shadow completely saturated the area, pouring more and more fire in. Helios' Green Sector bore the brunt of the damage. Seven floors with of machinery and storage areas collapsed and burned. One forth of adjacent Orange Sector crumpled.

"You used Chaos Control," Shadow stated, eyes wandering to his left. "Those holographic decoys of yours are getting on my nerves, brat."

Miles stood, still alive, hurt but unbowed.

"What will you do now?" Shadow asked, chuckling. Holding up his right hand, a small white light danced in the palm of his hand before growing fat and bloated. The kitsune raised an appreciative eyebrow.

Source alive, there was a lot of chaos energy in that.

"A Super Transformation is an impressive thing," the fox admitted, and pointed at Shadow. Puzzled, the transformed hedgehog looked down at his chest. Then at his feet. There was nothing there.

"What are you supposed to be pointing at?" Shadow asked, and his shoulders shook as he laughed. "Me?"

Miles finger rose up slightly.

Shadow craned his neck up.

"Oh. That."

Tails immediately accelerated away at top speed. "Alpha Strike. Mark."

Above the two, a five thousand five hundred ton Egg Predator class New Destroyer descended, having just barely punched through the black smoke shield surrounding Helios. The trip through had ripped apart the fore and the bow of the ship, and what accelerated towards the ground now was a burning wreck. Three of the four pulse plasma cannons were still intact enough to open fire, along with all four of the ship's missile arrays.

Blue bolts fell from above, and right behind them, almost a hundred air bursting explosions. Fragmentary/incendiary rounds and high explosive armor piercing fire surrounded Super Shadow, while a quartet of bubble shields rose up, pinning him in place and concentrating the firepower into an even smaller area. The Destroyer continued firing, all the way up and until it nose dived right into the target.

The nearly six thousand ton craft buckled in like a tin can.


Mephiles hissed as another rumble shook the Soul Chamber.

"Troublesome children…"

Before him, four red-orange eyes burned like ingots of steel in a puddle of darkness. Amy's soul, disguised as Shahra, was barely containing Iblis' immense anger. Mephiles had actually hoped that one of her calmer personalities was in control at the moment, but who knew what her state of mind was actually like by this point? She could have hundreds of personas or just one. She could have even lost her sanity and sentience.

Imprisonment in a dark hole for thousands of years could do that, especially to someone who was already completely unhinged. Erazor had his frozen dream world, and even he, Mephiles, had been able to observe the world around him to keep sane. Using Amy's soul as in place of Shahra's was working, but only just. Even a little slip and the deception would be revealed. Iblis would completely lose control, making it all the harder to both free her and merge with her.

Hence why it did not help to have nuclear explosions going off nearby!

"M – MEPH – MEPHILES…"

A booming voice, the heavenly voice of Iblis, cried out from within the endless burning void. The ancient being's crystalline heart nearly leapt for joy. She saw him. She recognized him. She was in there.

"Yes, Iblis, it's me," he whispered, knowing she could hear him. "I've come to save you. To be with you. To become God!"

Another thunderous crash; another interruption! Mephiles whirled on this one with lightning speed, a spark of anger nearly prompting him to lash out. To his surprise, it was a welcome sight.

Super Shadow stood bathed in a pale white light.

"The boy is around here somewhere… draining energy from the chamber," the white Super being observed, looking around. "He's hiding from me like a coward."

Mephiles turned back to his task, disinterested.

"Is that Iblis?" Shadow asked, walking towards the inner chamber. He stared up at the burning eyes of Iblis, and watched as the rift opened a bit more. A blast wave of power, raw, untamed, insane chaos energy, shot out of the widening crack in the Ark of the Cosmos. Shadow could feel it. Iblis herself had power at least equal to all seven of the Chaos Emeralds. No: more!

It was intoxicating.

Black smoke solidified around the portal, forming into the tips of giant fingers. Burning embers fell to the floor and ate through reinforced titanium and hardened metal shielding. The eyes glowed even more hotly, and the giant fingers pressed against the rift, trying to force it open even more. Two of the four eyes slowly started to close.

"Soon," Mephiles promised, "Soon."

Shadow's eyes moved slowly around the Chamber.

Then, without warning, he disappeared, only to reappear next to the Ark of the Cosmos. Mephiles stopped the ritual, for once confused by what he saw. Before he could act, Super Shadow reached out and tore Amy free from her bindings. As one, Rouge, Wave and Sonic screamed in pain. Feedback from the Ark and the ritual slammed into them, causing them to writhe and moan.

"Shadow!" Mephiles roared, turning to spear the Super-being even before he came out of Chaos Control. The crystalline lance stopped short, but only because Shadow held Amy between them.

"What are you doing?" Mephiles was enraged. "We need her!"

"No. We don't. " Super Shadow shook his head. "You do."

The spikes growing out of Mephiles' body shook with fury.

"MEPHILES!!" a voice like the crack of thunder shook the city. The crystalline entity turned from the Super-transformed Shadow to the now raging Iblis and then back again.

"From what I've heard, Iblis' intentions are more in line with my own," Shadow concluded. "You wish to become one with Iblis? You wish to fancy yourself a God? Tame Iblis yourself."

Mephiles reached for Shadow, blue ice filling the air around him.

But before the entity – immensely powerful as it was – could make a move, three other figures seized the moment to Chaos Control behind him. Outmaneuvered, with Iblis' already fragile calm slipping away, Shadow holding his most important sacrifice hostage, and now these three other intruders, Mephiles hesitated. He tried to access Silver and Blaze's sudden arrival, and guessed that, with their new partner, they wouldn't be coming to assist him. Still, he tried.

"Children! To me!" he commanded. "Reclaim the girl! We can still - "

Lara-Su landed near an unconscious but suffering Rouge.

Blaze floated next to Wave.

Silver was already reaching for Sonic.

"Sorry, old man!" Lara wrapped her arm around the beaten bat and vital sacrifice. "Mel says hi, by the way! Chaos Control!"

Silver and Blaze simply vanished without a word.

Behind him, Shadow laughed.

"No! I won't allow it!" Mephiles nearly lunged for Shadow again, but something dark wrapped around his arm. A thousand crystalline spikes instinctively flexed out in self defense, but merely passed through the shadowy tendril. The ancient entity turned, following the living darkness back to its source.

Iblis now had six eyes.

"MEPHILES."

"Wait. Wait! Iblis, don't you remember me?" he asked, the tendril of living darkness tightening its grip. "I promised... we would be together. You said you loved -- "

And with a sick crunch the tendril retracted, sucking Mephiles the Dark through the narrow crack in space and time and into the burning maw of Iblis. Bits and pieces of dark blue crystal fell from the rip in space before vanishing into the darkness below. The remains of an arm shattered into a million pieces of broken glass.

In Shadow's arms, the most precious sacrifice stirred.

"Sonic?" Amy muttered, barely conscious, but staring up into an almost familiar face.

"No," Shadow replied, seizing her by the throat and lifting her off her feet. "Wrong hedgehog."

"Miles!" he yelled, tightening his grip on the helpless girl. "Your world is doomed! Your city is doomed! Is there even a single life you can protect? Ehh? What about this one?"

Super Shadow looked around, waiting.

"I know what you're doing! You're trying to transform, like I have! Go ahead, do it, but know that you purchased that time you need with this girl's life!"

Amy's eyes rolled up.

Shadow spun at a flash of gold, firing a Chaos Spear. The transformed ultimate life form had expected a ring decoy – one of the brat's insufferable holograms – but the bolt scored cleanly on flesh and blood. Shadow was pleasantly surprised for all of a half second, he didn't even bother to try and move from his spot.

A wall of nullification polymer solidified around him.

Amy fell out of his grip, her face just inches from the wall of transparent material. Stumbling back, dazed, hurt, confused, she clutched her bruised throat and tried to get her bearings. Buried within the massive slab of polymer material, Super Shadow began to stir. Bubbles formed within the cube.

"Amy!" she heard a familiar voice from the other side of the strange block of ice-like matter. "Amy! Get out of here!"

"Tails?" She carefully slipped around, pressing against the wall, and saw him trying to stand nearby. He'd taken Shadow's attack right to the chest, using his body to gain a chance to score a clean hit with the polymer projection.

"You're hurt!" Amy ran up to him. The attack had left a ragged tear in his chest; blood was running along his side and down his left leg.

"Forget that! I can't… I can't get you out of here myself." He hesitated to explain. "I have something I need to do. Just get some distance away from here!"

Amy didn't leave him, holding onto him for dear life. Clinging onto the rough fur that had grown around his neck and upper body, she cried into his chest, all the fear and pain welling up in a sudden explosion of grief and relief.

"Tails… I'm so scared! I don't… I don't know what's happening! I don't even know where we are!"

"I know… I'm sorry…" The kitsune wrapped his arms protectively around her, careful of her spines. Not so long ago, this had been what he had dreamed of. This had been what he had always wanted. Was this how a hero felt? Was this what he had wanted for so long? Was this what it felt like to be Sonic?

Super Shadow's body crackled angrily with Chaos energy.

"I knew you would come for me, Miles!" Amy buried her face in his chest, and the fox smiled at the sound of his real name. For the first time, she had said it not in anger or annoyance, but in relief.

"Miles…!" Shadow said the same word, but with contempt and vehemence. Even trapped within the polymer shell, his hand moved, twitched, and spat fire. Tails gasped and grabbed Amy's shoulder, just a fraction of a second too late. Shadow's Chaos Spear had lanced out of his index finger, cutting through a solid half meter of nullification polymer, losing strength… getting weaker, but still strong enough to…

In his arms, Tails heard Amy take in a sharp breath. Still on his feet, he looked down and saw that Amy was still in his arms… but he could feel…

He could feel she was…!

The polymer began to boil and flake away as Super shadow chuckled.

"How do you like it?" he asked as the last of it burned away. "To watch, helpless, as someone you care for dies? That's a pain we can begin share now, you and I."

Tails could feel the life draining out of her.

Getting down on one knee he lowered Amy to the ground. Hands trembling, he traced the rim of the hole that had been blown through her small body. He, too, had been hit by the Chaos Spear… but his body was hardened by his own Chaos powers, and the actual blast that made it out of the polymer cube had been weak. It had never been meant to hurt him.

Amy had been Shadow's target from the start.

"A - Amy…" He cradled her head in the crook of his arm, and gently stroked the side of her face. He could see her eyes dilate and move, so she was still alive, but there was so much blood… so much blood… He looked up at Shadow with hate in his eyes.

"Why?! Damn you! She – she didn't have anything to do with this!"

Shadow's own crimson eyes seethed.

"That was exactly why," he replied, utterly without remorse, "She had to die for you to understand despair as I do. She had to die for you to grasp just what you have to lose, and what I will take from you."

"Bastard…!"

"S- sonic…" Amy reached up, and ran her hand down the side of his face. Miles immediately turned his attention back to her, and held her stray hand with one of his own.

"Amy. Don't try to speak. You'll… you'll…"

"Sonic…" She said again, a trickle of blood running out of the side of her mouth and down her chin. "Sonic… is that you… I – I can't see you…"

"Amy." Tails looked into her unfocused eyes and realized she was probably hallucinating. He could feel her blood, running over his hands, soaking his gloves, and pooling on the floor. In that instant, he knew what he had to do. Leaning in closer, he whispered, "Yes, Amy. It's me."

"Sonic… sonic… I'm… dying…"

"Amy…"

"Sonic..." Her fingers stroked his cheek fur a little harder, as if her sense of touch was dulling. "I… I promise not to die… if - if you'll marry me… will you… marry me… sonic…?"

"I will, Amy. I'll marry you," Tails said, tears clouding his vision.

"Kiss me… Sonic…Just this once…" She managed, and pursed her lips. With a soft sob, Tails leaned in and touched his lips to hers. It was a weak kiss, as their noses touched, but he could taste her blood on the tip of his tongue. Her body began to go limp, and he leaned back, breaking the kiss to better look at her face. She was…

Smiling.

"oh…. Sonic…" she said, looking up at him with unabashed adoration. "I'm so… so happy…"

"Amy…" He felt her exhale, and then – nothing. " Amy!"

Shadow watched, still smirking triumphantly.

"Amy!" Miles gave her a gentle shake, and her head limply lolled back and forth against his arm. "AMY!!"

"Congratulations… Miles…" Shadow interrupted and started clapping. "That would be hate you feel... For me. For yourself. For the world! Why don't you show it to me? That hate you have?"

The fox gently laid Amy on the floor, and looked at his blood stained hands.

"Don't tell me you're having second thoughts, foxboy." Super Shadow stopped clapping, and took a step forward. "This isn't your first taste of this world's cruelty. And you have at least one more lesson to go."

Slowly rising to his feet, over Amy's lifeless body, Tails looked up at the Ultimate Life Form, the pupils of his dark blue eyes glowing a colorless white. Even with three long bangs partially obscuring his eyes, Shadow smiled at the radiated power he felt coming from the young kitsune. Miles hands were partially splayed near his knees, blood dripping from the tattered white gloves he wore. The tips of his claws had torn through the gloves and slowly dripped crimson.

"SHADOW!!" He roared, sharp canines bared.

The once black hedgehog smirk only deepened. "Did I upset you, Miles?"

The kitsune claws flexed and his hands clenched tightly. "For everything you've done… for this especially… There can be no forgiveness. I'm going to show you the Hell you deserve."

"Don't you know?" Shadow sneered. "We're already in Hell, you and I! This world is our Hell!"

Shadow motioned the fox to attack with his right hand. A gust of Chaos powered wind blew out from around him, causing Amy's body to slide against the floor and up against a wall. Miles, however, was unmoved. In front of him, a Chaos Shield glowed faintly, easily resisting the attack. This only caused Shadow to laugh excitedly. The transformation itself has been subtle, slight, almost unnoticeable. The boy was Super too!

"Come on! Come on, boy!" Shadow's whole body tensed in anticipation. "Kill me if you can!"

"Shadow, you told me to watch helplessly, as you took away what I cared for," the kitsune stated, walking forward. Shadow waited for the next attack but it never came.

Miles walked right past him.

"What are you doing?" Shadow jeered. "Where do you think you're going, you little bastard?"

He just kept walking.

"Are you a coward? Are you afraid of me?" Shadow asked, and snorted in derision. "Or maybe you just don't hate enough yet. Maybe I should kill that bitch spy of yours next?"

Nothing.

"Should I tell you how she screamed like a stuck pig when I had her tortured?"

Tails stopped, just long enough to glance over his shoulder.

"Make no mistake," he said, midnight blue eyes dark with rage. "I do hate you. But..." He turned his back on the ultimate life form. "I won't play this game any more."

"What are you -- ?" Shadow hissed.

"Stand there and watch, helplessly, as I take away the only meaning your life has!" Miles broke into a run and reached for the jagged tear in Iblis' prison. "Your revenge!"

"What are you doing?" Shadow realized it, too late. "No! That's Maria's Dream! Don't touch it!!"

Shadow ran, forgetting his techniques, forgetting his power, forgetting the finer points of combat. If this brat was in his own Super form now, and all Shadow's senses indicated he was, then he couldn't be allowed to interfere in Iblis' resurrection. With Amy dead, Iblis had no pure soul to restrain her, and with the other three gone, she was breaking through the crack in the prison at a rapid pace. Iblis would return… as Maria's avenging angel! It was her new dream! No one could be allowed to ruin it, not again!!

NOT AGAIN!!

He grabbed the fox's arm and the two became engulfed by light.