Mr. Stewart parked his car outside the senior's home, and both he and Scarlet got out. Scarlet walked up to a few elderly people on the front porch.

"Excuse me. I'm Scarlet Garcia from SSTV News." Scarlet said.

On Space Colony ARK computer room as the shuttle entered space, Rouge spoke to Eggman on the computer's screen.

"Looks like your boys really goofed, didn't they, Doc?" she said.

"None of your business!" Eggman said.

"Fine. Let's launch the counterattack. How about giving me the password for the colony?"

"M-A-R-I-A. "Maria". That's the magic word. Meanwhile, I'll be standing by on Crazy Gadget." he said and vanished from the screen.

"Fooling that old fool oughta be a snap. All right, let's start hacking." she said and entered the password. "Maria. M-A-R-I-A. Let's see what pops up here." she said and boxes appeared on the screen. "Come on, come on..." she said and found an entry on Project Shadow. "Ah, here we are. Project Sonic: top secret. Sounds exciting. "The ultimate creature development project." Sure sounds juicy to me... "Sonic... Sealed off...?" But how? If that's true... then who's she?"

Meanwhile Sonic was looking out the viewport, while a sad Chris was sitting next to him. Shadow's shuttle was soon visible among the asteroids outside.

"Here comes Shadow." Sonic said.

Excited, Chris stood up and looked out the window.

"He'd be a fool to challenge me, he knows that."

"You're the fool, not Shadow!"

"You'll see I'm right. This is one battle he cannot win."

Chris was silent as they looked out the window.

Mr. Stewart and Scarlet were at the senior's home speaking with Mr. Schmitz, a former GUN soldier.

"Reporter, I have nothing to say to you. I just want to be left alone!" Mr. Schmitz said.

"We don't want to trouble you, sir, We'd simply want to ask you a couple of questions." Scarlet said.

"Can you tell us what happened on Space Colony ARK fifth years ago?" Mr. Stewart asked.

"...Nothing happened." Mr. Schmitz said.

"I understand your reluctance to talk about it, sir, but you were there when it occurred, and we need to find out all that we can? Please, sir. I need to know." Scarlet said.

"You don't have any idea what you're getting involved in, young lady. Just leave it alone before you stir up trouble." he said. "What you're investigating is much more dangerous than you know! I won't answer any of your questions and that's that!"

"Please sir, you've just got to tell us what happened! You're the only survivor. Everyone else was... lost. ...Even my father... I'm begging you, please tell us! You owe it to the memory of all those innocent people!"

Mr. Stewart placed his hand on her shoulder.

"Scarlet." he said and shook his head.

Soon, Scarlet and Mr. Stewart headed back to the car.

"I'm sorry. That wasn't very professional of me." Scarlet said.

"You don't have to apologize. It must bring up a lot of painful memories for you." Mr. Stewart said.

Suddenly they saw government agents in front of them.

"Don't panic. Get to the car as fast as you can." he said.

"Why?" she asked.

"Hurry!"

She ran toward the car.

"She's getting away!" Agent 1 said.

Mr. Stewart kicked the first agent to the ground. The second agent tried to attack him, but Mr. Stewart knocked him out as well.

"Who's next, hm?" he asked.

"You go!" Agent said to Agent 3.

Mr. Stewart turns to see that the fourth agent has grabbed Scarlet.

"What do you want from me?" she asked.

"Scarlet!" he said and raced toward her.

"Let go!"

"Get in the car!" Agent 4 said.

Suddenly he was karate-chopped from behind by Mr. Schmitz.

"Thank you." Scarlet said.

Two government cars beard down on them.

"This way!" Mr. Schmitz said.

Mr. Stewart and Scarlet followed him to safety.

Later, they were in a backyard. Mr. Stewart looked around to make sure no one saw them before rejoining Scarlet and Mr. Schmitz.

"I don't see them anywhere."

"I don't know how to thank you." Scarlet said to Mr. Stewart.

"That was nice work." he said as Mr. Schmitz flexed his muscles.

Mr. Schmitz flexed his muscles.

"I used to be able to handle myself okay. But... that was a long time ago." he said.

Scarlet was surprised.

Outside the Colony ARK the shuttle approached the space colony.

There were laser batteries everywhere.

"I'll bet they're watching us in there." Tails said.

"You just take it slow and steady." Shadow said.

Knuckles sensed the Master Emerald.

"Hurry it up!" he said and grabbed the shuttle's controls.

"Knuckles! What's the matter with you?" Tails asked.

"The Master Emerald! It's nearby! I can feel it!"

"Knuckles! Let go of the wheel!" Amy said.

The batteries opened fire, damaging the shuttle's tail. Amy cried out.

"Here comes my breakfast..." Tanaka said.

"All right! Calm down! We're going to the same place anyway!" Shadow said.

"Master Emerald, here I come!" Knuckles said.

The shuttle makes a crash landing on Space Colony ARK.

In the computer room.

"Intruder alert. Sector M14. Intruder alert. Sector M14." Computer said.

The crashed shuttle can be seen on the computer's screen.

"I wonder who that could be..." Rouge said.

In the Reactor. Knuckles broke down a door to the reactor. There, at the intersection of four narrow bridges, was the Master Emerald.

He ran toward the Master Emerald, but Rouge got in the way.

"Uh-uh. This area's off limits, slugger." she said.

"I want that Master Emerald!" he said.

"Sorry, guy." she said and attempted to kick and slap him, but he dodged and attempted to punch her.

Rouge simply flipped out of the way.

"Now that's no way to treat a lady. Didn't you learn any manners?" she said.

"I've got manners, but you're no lady!" he said and punched her.

The momentum knocked her off the bridge. Then he realized his mistake and caught her by the hand before she fell too far.

"I've got ya!" he said and pulled her up to the ledge.

She immediately withdrew her hand.

"Get your hands off me." she said.

"Hey, if it weren't for me, you would have fallen on your head!"

"Ha! Were you really trying to save me, or were you just trying to be fresh? I wonder."

"You're crazy! What do you mean, "fresh"?! Talk about ungrateful!" he said angry.

"Whatever. Have it your way if it makes you happy." she said and started to leave. "See ya."

"What about the Emerald?"

"Emerald? Take it. It's yours."

"What kind of game are you playing anyway? ... Even for a bat, you're batty." he said and lifted the Master Emerald above his head and prepared to leave.

"That's my cue to get out of here." she said and left.

Meanwhile Tails was piloting the X-Cyclone through the halls.

"Sure is a lonely place." Amy said.

"I suspect no one has been here since the accident occurred fifty years ago." Tanaka said.

"We have a big problem. How do we destroy that weapon when we find it?" Shadow said.

"Here. Why not give this a try?" Tails said and handed him the fake Chaos Emerald.

"A Chaos Emerald?"

"Well, it's not a real one. I made a copy to help power the X-Tornado. It's doesn't have the power of a real Chaos Emerald, but if we put it in with a real one, it might cause some kind of reaction and mess up the whole system."

"It's worth a shot."

They reached the center of a room. Unknown to them, Eggman, Decoe, and Bocoe were hiding nearby. They utilized a large claw from the Eggmobile.

"What's that?" Shadow asked as the claw sped toward the back seats of the X-Cyclone, where Tanaka and Amy were and grabbed Amy. "Rose!"

A bright light shone on the X-Cyclone as Eggman revealed himself.

"Let's shed some light on things. ... I will set your friend free under one condition: give me the Emerald, and I'll give you the girl." he said and lowered the claw for Shadow to see.

"Let's see... Give me a minute to think it over." Shadow said.

Tails was surprised.

"What do you mean, "Think it over"?" Amy asked.

"Well, perhaps this might help you think faster!" Eggman said as the claw squeezed her.

The claw squeezes Amy.

"Shaaadooow!" she said.

Shadow jumped down from the X-Cyclone with the fake Chaos Emerald.

"It's a deal." he said.

"Place the Emerald in the center of that circle." Eggman said.

Shadow walked toward the middle of the room.

"Guess it's just like that old saying, "Easy come, easy go." he said and put the Chaos Emerald on the ground. "Oh well."

Eggman pressed a button, a glass tube descended around him.

"Prepare to be blown into space, my little black friend." he said.

"No, wait! What if I promise to give you a real Chaos Emerald?" Tails asked.

"What's that? You mean to tell me that that Chaos Emerald is a counterfeit?" Eggman said surprised.

Tails realized his mistake.

"I shall make Shadow pay for your deception, you crafty creep!" Eggman said.

"You let Shadow go right now!" Amy said.

"Hey. It's okay." Shadow said.

"Shadow..."

"Since Faker's not here you're in charge, fox."

Tails was speechless.

"Now, Shadow, it's time to say goodbye!" Eggman said.

It is revealed that the tube is an escape pod, which Eggman jettisons into space.

"Shadow! No!" Amy said and Eggman released her she ran over to the window to watch the escape pod. "He's gone..."

Suddenly the pod was engulfed in a fiery explosion. Amy let out an anguished cry.

"Shaaadoooooow!"

In the Viewport Sonic and Chris watched the explosion.

Chris didn't know that Shadow was inside.

"Shadow could not save himself." Sonic said.

"Huh? You mean Shadow was in there?" Chris said.

"Yes, I'm afraid he was. Perhaps Shadow wasn't as great as you thought him to be."

"You're wrong! It's can't be true! Shadow!" Chris said and ran from the room.

Back with Eggman.

"He's gone..." Amy said.

"Quit your blubbering and hand over that Emerald! I can't sit here all day waiting for your crocodile tears to dry!" he said.

"I won't let you down, Shadow, Sonic. I'll never give him what he wants." Tails said and Eggman listened closely. "I'll be strong. I won't let myself run away this time! Amy, Mr. Tanaka, stay out of the way!" he said determined.

"Amy, follow me." Tanaka said and they left.

"You've tried my patience for far too long. You asked for it!" Eggman said and fired at the X-Cyclone, which leapt into the air and returned fire but he dodged. "I'll make you pay for that!"

In Station Square.

"Our mission seemed pretty straightforward at the time. I ordered us to close the facility because of some sort of accident." Mr. Schmitz said.

"Go on." Scarlet said.

"A couple of us knew they weren't telling the whole story..."

"...but none of us had the guts to speak up. We just did our jobs and went up to space like we were told." he narrated a flashback.

Several GUN soldiers broke into a lab, where scientists were running tests; one of the subjects being a large green lizard. The GUN soldiers pointed their weapons at the scientists, who rose their hands.

"None of us knew what to expect. At that time we had heard all sorts or rumors about the ARK. Some said they were experimenting with the concept of eternal life. Others said they had created something called the ultimate creature."

One of the GUN soldiers, Mr. Schmitz, spotted Maria near a control panel.

"Stop!" he said but she took off running.

Mr. Schmitz pursued Maria, who fled through an automatic door. The soldier caught up, but saw several life forms floating in tubes.

"It's the creature!" he said and noticed her about to pull a lever. "She's setting it free!" he said and shot the control panel, which opened the door, before heading in. "Freeze!" he said and pointed his gun at her. "Take your hand off that lever."

"Freeze!" he said and pointed his gun at her. "Take your hand off that lever." he said but she grabbed the lever with both hands. "I'm not fooling around here!"

Maria was determined to pull the lever. Then she pulled it and the pods were launched.

Back in Station Square.

"She was so young... I'll never forget her face..." she said and buried his face in his hands and Mr. Stewart and Scarlet glanced at each other.

Back in the flashback, the pods were seen descending toward Earth.

"We sealed off the area, and they took her away. The mission ended, and we all went home." Mr. Schmitz said.

"But wasn't there any kind of investigation?" Scarlet asked.

"The official report called it "an unfortunate accident", and we were all sworn to secrecy. But I know that it wasn't an accident and nobody can tell me otherwise!" he said and buried his head in his hands. "I volunteered for that force as a young man because I wanted to give back to the country I loved! But then... But then they..." he said and started to cry.

Scarlet laid her hand on his shoulder.

"I understand now. Thank you."

Back on the ARK Chris was running through the corridors.

"She's wrong! Shadow wasn't in there! He couldn't be! It's not true! It's not true!" he said to himself

Meanwhile, Knuckles was carrying the Master Emerald down another hallway. Suddenly a bright light materialized in front of him. Shadow emerged from the light and fell on the ground.

"Shadow!" he said and put down the Master Emerald and bent down to Shadow's level. "Hey. Are you all right?" he asked worried.

Then Shadow woke up.

"I'm okay." he said and sat up and held the fake Chaos Emerald. "I want to try something."

In the pod, minutes ago...

"Now... Let's see if this works with a fake one... Chaos Control!" Shadow said and vanished.

Back in the present.

"This may be a fake, but it works." Shadow said.

"You gonna tell me what's going on or not?" Knuckles asked.

"I will, but first things first. I need you to keep an eye on the others."

"Okay."

"I'm putting this to the ultimate test!"

In the computer room Rouge was communicating with Topaz, who was still at Eggman's base.

"Now don't you worry your pretty little head, Topaz. I'm copying all the data as we speak." she said on the radio.

Meanwhile Topaz was outside Eggman's Pyramid.

"Just be sure that you get every bit of information. Don't leave anything behind, Rouge. ...We need to know all we can." she said on the radio.

Back in the computer room after the data had been copied, a disk was ejected, and Rouge picked it up.

"I got it all, honey, and it looks like there's plenty of it. Even that dope Eggman doesn't know the whole story. And it's quite a story." she said on the radio.

Outside Eggman's pyramid base.

"You'd better hurry up and get out of there. Have you got the Emeralds?" Topaz said on the radio.

Back in the computer room Rouge's radio was on the floor.

"We can analyze the data when you get back. After that, we can che-" Topaz said over the radio.

Suddenly a newly-arrived Sonic crushed Rouge's radio underfoot.

"I suggest you keep your hands off those Chaos Emeralds. We wouldn't want them to fall into the wrong hands, now would we, Agent Rouge?" he said.

She smirked.

"Have you been spying on me? Aren't you the naughty little boy."

"You've been a government spy all this time. I've been working with them since the day we came here during the Eggman fight a few years ago and they told me about you but I kept it quiet. I've been checking you out now and then when I update commander."

"Uh-huh. Now that I have my hands on this hot little disc here, I think I'll make my exit if you don't mind."

"I do mind, you phony!"

"That's pretty funny coming from you."

"...What do you mean by that?"

Meanwhile Tails and Eggman continued to exchange fire. Soon both their vehicles were nose to nose.

"This is for Shadow and Sonic!" he said.

The X-Cyclone fired a massive beam blowing both their vehicles into the opposite walls. Tails left his vehicle and choked on the resulting smoke. Tanaka and Amy rushed over.

"You're not hurt, are you, Tails?" Amy asked.

"It worked. I did it." he said.

However, Eggman confiscated the Chaos Emerald using his claw.

"Oh no! Give that back to me!"

He grinned as the door shut in front of him.

Back in the computer room Rouge held up a Project Sonic progress report for Sonic to see.

"According to this, the body for the original creature was sealed off fifty years ago." she said.

"Yes, that's right, but that was the prototype. I was the very first creature created after that one." he said.

"Ah, but it says here there were two capsules ejected from the ARK when the facility was shut down. Apparently neither of them was ever found. And if those two capsules were never found, then how did you end up on Prison Island? I wonder. ... I have a feeling neither of us is who we say we are."

'Yes we are. I was trained by commander years ago and became a GUN member when we got here, the best agent ever.' Sonic thought seeing that day fifty years ago.

Then her radio crackled.

"Good news, Sonic! I've gotten a hold of the Chaos Emeralds!" Eggman said over the radio.

"And?" she said on the radio.

"It appears one of our enemies is headed straight for the Eclipse Cannon. We have no time to waste. Prepare for takeoff immediately!"

Sonic started to leave.

"Come back! Don't you understand you're not the real Sonic?" Rouge said but got no answer. "Everything in your memories is as unreal as you are!"

Sonic didn't answer.

"Everything in your memories is as unreal as you are!"

"Only me, Eggman and GUN know what happened years ago. I was forced to join GUN when we got here and trained by commander for six years." she said then left and Rouge crossed her arms.

'Do we really know her?' Rouge thought.

Meanwhile Knuckles stopped running when he saw Sonic moving along a conveyor belt below.

"Sonic. She must be going after Shadow." he said.

"Then Shadow's all right!" someone said and he turned to see an out-of-breath Chris standing there. "Shadow... He's okay..." Chris said.

"Master Chris, it is you!" someone said and Tanaka ran toward Chris.

"Hi, Mr. Tanaka."

"Ah..."

Tanaka embraced him in a tearful reunion.

"Master Chris... Are you all right?" he asked.

"Yeah, except I can't really breathe!"

Knuckles, Amy, and Tails looked on.

Meanwhile Shadow was in the Conveyor belt riding one of the conveyor belts.

"What a surprise." someone said and he saw Sonic nearby. "I could have sworn you were blown to bits just a short time ago."

Shadow hopped onto the other belt and walked against it.

"I'm tougher than I look." he said.

"I see. You caused Chaos Control with that phony Emerald there."

"Yes." he said and started skating but she caught up to him.

"I'm afraid I cannot let you get away from me that easily, my friend."

"I'm just as much a person as you, a need for speed."

"Ah, yes. I can well understand your love of speed, Shadow, but now your high-speed adventure must come to an end!" Sonic said and they took off down the belts.

Back in the computer room Bocoe and Decoe were typing in the computer.

"Eclipse Cannon is nearly ready to launch again, Doctor Eggman!" Decoe said.

"I will release the safety device." Bocoe said.

Eggman snickered as he held the last Chaos Emerald.

Back at the Conveyor Belts.

"Chaos Spear!" Sonic said and threw a bolt of pure Chaos energy at Shadow, who dodged.

He attempted a home attack which missed.

'She can do that?!' he thought in shock.

"Chaos Spear!" she said again and threw several Chaos Spears at him, damaging the pipe work inside the Eclipse Cannon.

"What's she trying to do, barbecue me?" he said to himself.

At the Viewport Chris and co. watched as several parts of the Eclipse Cannon started glowing.

"It's the Eclipse Cannon!" Chris said.

"Shadow must have done that." Knuckles said.

"Now all we have to do is get that Chaos Emerald back from Eggman! Then we'll be in the clear!" Tails said.

Chris looked sad.

Back in the computer room Bocoe and Decoe assessed the situation.

"Doctor! The Eclipse Cannon has been badly damaged!" Decoe said.

"What does Sonic think she's doing?" Bocoe asked.

"Oh no! The gun battery has been hit!"

"...Well, fire it anyway!" Eggman said and inserted the last Chaos Emerald, then pushed his hench-bots aside. "Eclipse Cannon, fire!" he said and pushed through the glass over a button and pressed it.

The Chaos Emeralds started glowing, but stopped.

A timer reading 00:27:53:00 appeared, followed by several images of Gerald Robotnik, who was shown to be in the same prison Shadow was in earlier.

"Grandpa!"

Then Gerald's foreboding voice echoed a grim warning which can be heard throughout the entire space station.

"The countdown marking my final revenge on this world has begun! In just a few minutes, you will be destroyed. Soon, Space Colony Ark will hurtle through the atmosphere and crash into this planet with cataclysmic force!" he said and the countdown started.