At the Crimson Egg Cockpit two alternating blips appeared on Eggman's radar.
"Haha! Looks like I hit the jewel jackpot. I found two Chaos Emeralds!" Eggman said while Decoe counted on his fingers.
"Hmm, let me think... We already have two Emeralds, and Shadow has three more..." he said.
"Plus these two equals seven. All the Chaos Emeralds have been found! You are brilliant, Doctor!" Bocoe said.
"Yes, I know." Eggman said.
"Don't pat yourself on your back yet." Rouge said.
Eggman immediately covered the radar screen.
"Rouge! What are you doing here?" he said.
"Just having a little look-see around." Rouge said and slowly moved Eggman's hands, revealing the radar."
"Hold on!"
"Doctor, have you found some Emeralds?"
"I hope she doesn't tell Dr. Eggman my secret...Eggman my secret..." Bokkun said quietly scared.
"I wasn't attempting to keep my discovery from you. I meant to call you up to the bridge. It's just that in all the excitement, I forgot that you were interested in the Chaos Emeralds too. You know how absent-mind we geniuses can be." Eggman said.
Sonic looked on impassively.
"So... where are they?" Rouge asked.
There was a giant asteroid-shaped Metarex space station floating in the midst of an asteroid field. The Crimson Egg hid behind an asteroid.
"There are two Chaos Emeralds inside that Space fortress. We've got to seize them!" Eggman said voiceover." Eggman said.
"But how, Doctor?" Decoe asked.
"That is a Metarex base. It will have a heavy-duty security system!" Bocoe said.
"How do you plan to get in there? It's not like you can go up and knock on the door. If they spot us, we'll be space toast." Rouge said.
On the Crimson Egg Eggman looked out the window, and saw the Blue Typhoon also hiding behind an asteroid.
"What's the Blue Typhoon doing here? They must have come looking for the Chaos Emeralds." Eggman said.
"You slowpoke! Shadow's gonna beat ya to them." Rouge said.
"Rouge drives me bats, especially when she's right. What'll I do?" he said to himself.
On the Blue Typhoon bridge.
"How do you know you can't break in unless you try?" Knuckles asked.
"You saw what happened to that meteorite! It's too dangerous!" Tails said.
"Hey, guys. We need to come up with a plan here." Shadow said.
"Don't worry about that, Shadow. I've got it all figured out." someone said over the video.
Eggman appeared on the viewscreen, causing everyone to look up.
"I have a proposal for you." he said over the video.
"I've gotta hear this." Shadow said.
"Why don't we join our forces and work together?"
"What's that?"
On the Crimson Egg.
"I see. You're planning to double-cross them, aren't you?" Rouge asked.
Meanwhile the crew of the Blue Typhoon, aside from Cosmo, were standing in a circle, discussing Eggman's message.
"We shouldn't work with Dr. Eggman. He's trying to trick us!" Cream said.
"Chao chao!" Cheese said.
"Yeah, don't even think about it, Knuckles!" Amy said.
"I didn't say anything." Knuckles said.
"I think we should work with Eggman. Our chances are better that way." Shadow said.
"I agree." Tails said and the others nodded.
"All right. Let's go for it, Eggman." Shadow said to Eggman.
"So, how are we gonna get in the base?" Chris asked.
"We can sneak in without getting caught by using Chaos Control." Eggman said over the video.
Then the screen cut to Sonic.
On the Crimson Egg Cockpit.
"Of course! How brilliant!" Decoe said.
"This is your most ingenious plan ever, Doctor!" Bocoe said.
"This plan is the pits. Why do we need Shadow's help for this scheme? We have Sonic on our side!" Rouge said.
"Our side? Don't make me laugh! If you ever get a hold of those Emeralds, you'll skip ship in a flash!" Eggman said to himself. "Here's what we'll do: The first group in will head for the computer that controls the security system. They're responsible for shutting it down. Then the rest of us can sneak into the base undetected!" he said on the video.
On the Blue Typhoon.
"Sounds cool!" Shadow said.
"What'll we do when we find the Emeralds, though? Will we share them fifty-fifty?" Knuckles asked.
"Whoever gets to them first can keep them." Eggman said.
"It's a deal!" he said.
"To make sure it's a fair contest, both sides will supply members for the entry team. I've selected Sonic and Rouge to represent our side."
On the Crimson Egg.
"Wait, why should I go?" Rouge asked.
"Because when it comes to break-ins, you're a real smash. You not afraid to go in there, are you?"
"Of course I'm not afraid! Ugh..." she said. "He's putting me on the entry team because then I can't get to the Emeralds first... or so he thinks." she said to herself and smirked. "I'd be thrilled to join the team!" she said out loud.
"I knew that I could count on you, Rouge. Thank you!"
On the Blue Typhoon bridge the crew discussed who should go with Sonic and Rouge.
"Count me out. I refuse to join any team with Sonic and Rouge because I don't like them." Amy said.
"It's not like you're going on a picnic with them, Amy." Tails said.
"I'm not goin' either. I won't work with that bur glaring bat anymore!" Knuckles said.
"Maybe we should pick a name out of a hat." Cream said.
Chris stepped forward.
"I volunteer." he said.
"Are you sure?" Amy asked.
He nodded.
"Yes." he said. "You approve?" he asked Shadow.
"Sure, Chris." Shadow said.
"Please promise us you'll be very careful and stay close to the others." Cosmo said.
Chris nodded.
"I will." he said and looked back up at the viewscreen and Sonic. "This should be an interesting mission..." he said to himself.
On the Crimson Egg the two ships were pulled next to each other. Chris extended Sonic's limiters to her.
"What this?" Sonic asked.
"Here, Sonic. I made an extra one to go with the one you had back at home." Chris said.
"That... was mine..." she said and he nodded.
"Take it. If you wear it, you won't lose energy when you're in the middle of a fight anymore."
"I see. All right. I will wear it."
Chris watched as Sonic took the limiters from him and slipped them on.
"Ready, team?" she asked and held up the red Chaos Emerald. "Chaos Control!" she said and the Chaos Emerald teleported them out of the ship.
On the Blue Typhoon Hangar Shadow and Knuckles were doing work on the X-Tornado when Tails approached them.
"I got somethin' to help us increase our speed!" Tails said and handed the blue Chaos Emerald to Shadow, and the green Chaos Emerald to Amy.
"Thanks, Tails! We have real advantage over Eggman now." Amy said.
"You'll need all the help you can get." someone said.
They turned to see Eggman, Decoe, and Bocoe approaching.
"Hup! Two! Hup! Two! Hup! Two!" Decoe and Bocoe said.
"Why have you come to our ship?" Cream asked.
"Now now, Cream. Remember, we're on the same team." Eggman said and looked over Amy's brand new personal spaceship. "From here on, what's mine is yours and what's yours is all mine."
"Back off! I'm not sharing my stuff with you!" Amy said.
"I'm just looking."
As he inspected the ship, Decoe and Bocoe secretly attached a device to the belly of the X-Tornado and dart off before anyone could see them. Eggman turned to the others.
"Very impressive. Your machines are well-maintained, and clean, too." he said as Decoe and Bocoe also attached a device onto Amy's spaceship while Eggman inspected the X-Tornado. "Thumbs-up, gang! Goodbye!" he said and his robots left.
"Hup! Two! Hup! Two! Hup! Two!" Decoe said.
"That certainly was a strange visit." Amy said.
"At least it was short." Sonic said.
"Chris to Blue Typhoon. Chaos Control successful." Chris said on the comlink.
On the Metarex station.
"We're inside the base. We're gonna start looking for the security system controls." Chris said on the comlink.
"We copy. Be careful, Chris." Shadow said over the comlink.
"I will."
Later, Sonic, Rouge, and Chris watched as a giant Metarex Pinchershead stomped past them down a hallway.
"All clear." Rouge said.
Rouge and Chris broke cover and ran to the other side of the hall. Sonic teleported in front of them, startling Chris.
"I have to think up some excuse to ditch these two so I can look for the Chaos Emeralds." Rouge said to herself. "Say, why don't we split up to look for that control room?" she said aloud.
"No." Sonic said.
"Why not?"
"Eggman wants us to stay together."
"Oh really." she said. "Looks like Eggman was one step ahead of me. I'll have to change tactics. He knows I'm up to something. My only chance is to get her to let her guard down. I'll have to turn on the charm." she said to herself. "Remember the last time the three of us used Chaos Control? As I recall, the circumstances were rather explosive." she said to Chris.
"You mean Prison Island!" Chris said.
Sonic looked up in realization.
"I was afraid Sonic would leave me there. And do you remember what happened next?" Rouge said.
"Of course I do. Sonic transported us to Space Colony ARK." Chris said.
"That's right. Sonic, wasn't that the home of your friend Maria?"
"Maria!" Sonic said to herself. "Maria!" she said and covered her head in agony and dropped to her knees as the memories come flooding back.
"Sonic!"
Her ruse having worked, Rouge took off down the hall.
"Come back here!" Sonic said.
"Sorry, I have to go find those Chaos Emeralds!" Rouge said and rounded the corner, only to see a Pinchershead in her way. "Move it, creep!"
Then she Screw Kicked the neck of the Pinchershead, destroying it. Three more stood in her way. She tries to dodge them, but one of them scooped her up in its mouth. Suddenly Sonic came spinning through the Pinchersheads. As the base's alarm sounds, Rouge collapsed to her knees as Sonic landed in front of her.
"Don't run off." Sonic said.
"Since you put it that way..." Rouge said an stood up.
Just then Chris noticed the room on the other side of one of the destroyed walls.
"Hey look! We may have found the control room!" he said and entered the control room.
"Wait up!" Sonic said and she and Rouge ran to the entrance of the control room to see Chris at work with one of the computers.
"We're in luck. This computer runs the security system." Chris said.
As Sonic and Rouge attacked several canisters to create lots of explosions, Chris presses a few buttons to turn off the defense mechanism.
"Do you read me? The computer's shut down!" he said on comlink.
On the Blue Typhoon Hangar Shadow was in the X-Tornado.
"Good work, Chris!" Shadow said on the comlink. "Ready?" he asked off the comlink and Knuckles nodded sitting behind him.
Amy and Cosmo in the former's spaceship nodded to.
"Let's gooo!" he said and the catapult launched the two ships off the Typhoon as Tails and Cream wave goodbye.
"Good luck!" Tails said.
"We know you can do it!" Cream said.
"Chao!" Cheese said.
On the Crimson Egg the Eggmobile, with Eggman, Decoe, and Bocoe aboard, also departed. Bokkun waved goodbye.
"Go get 'em, Doctor! Bring back those Emeralds!" Bokkun said holding the purple Chaos Emerald. "He doesn't stand a chance." he said worried.
In space Eggman was wearing a space helmet as he pursued the X-Tornado and Amy's spaceship.
"You'd better step on it, Doctor. Shadow and the others are already way ahead of us." Bocoe said.
"There's no need to be nervous. Our competitors have fast machines, but my brain moves even faster. I can't wait to spring my surprise on Shadow." Eggman said.
The three pilots maneuver the treacherous architecture of the Metarex station. In the X-Tornado, Knuckles looked at the white Chaos Emerald.
"The Emerald is reacting." he said to himself. "Try going right!"
"Roger!" Shadow said and they flew deeper into the station.
Then Knuckles spotted an opening they can land at.
"Now, through there!" he said and the three pilots flew inside and attempt to dodge the overhanging, under hanging, and other protrusions.
He was driven crazy at Shadow's flying.
"Whoa! You're going too fast! This isn't an amusement park ride, you know! Slow down!" he said and coward. "Aahh! Are you crazy?"
"This isn't fast. Hang on!" Shadow said and flew even more erratically, causing spirals to appear in Knuckles' eyes.
Amy also had tight maneuvers.
"I'll keep up no matter how fast you go, Shadow!" she said.
"Amy, please, I'm starting to feel really dizzy!" Cosmo said.
"I'm sorry, Cosmo! Do you see Eggman?"
Cosmo looked behind her. Sure enough, Eggman was chasing after them, also tightly maneuvering the machinery jutting out in their path.
"He's still behind us." she said.
"Okay. Keep an eye on him just in case."
Eggman laughed as he held a controller.
Shadow saw a door ahead. A sign above it says "Do Not Enter".
"How much farther do we have to go?" he asked and Knuckles' Emerald glowed.
"Almost there!" he said.
"All right."
As the X-Tornado flew through the security checkpoint, an alarm sounded over the door, and it stated to close.
"Hurry!" Cosmo said.
"Don't worry! I'll catch up!" Amy said.
"It's show time." Eggman said and pulled a lever on his controller, and the device attached to Amy's spaceship started to flash.
Amy's spaceship started to fly erratically, and the dials were all over the place.
"What's the matter?" Cosmo asked.
"I don't know! I've lost control of my plane!" Amy said.
Then the X-Tornado managed to clear the closing door.
"Maybe 'this will fix it!" she said and hammered the console, but to no avail
The Eggmobile pulled alongside her and Decoe knocked on the canopy.
Amy opened the canopy.
"What do you want?" she asked.
"Grab it!" Eggman said and used a fishing rod to snatch the Chaos Emerald right off of Cosmo's lap. "Bye-bye, girls!" he said and flew through the doors just as they finished closing.
Amy tried the controls, to no avail.
"We have to get that Emerald back, Amy!" Cosmo said.
"The controls aren't working!" Amy said and her ship hovered in place as the doors closed. "We've been shut out!"
At Metarex base the X-Tornado emerged out the other side of the door and into a tall vertical shaft.
"It looks like we lost Amy!" Knuckles said.
"We'll get 'em on the way back. Tell me how the Chaos Emerald's reacting." Sonic said.
"You should go up!" Knuckles said and Sonic ascended the shaft, followed by Eggman.
Suddenly a flock of Pteranos flew down from above.
"We've got company!" Knuckles said.
"No problem!" Shadow said and sent the X-Tornado into a spin that destroyed the Pteranos.
Eggman and his hench-bots watched the Pteranos fall.
"It sure is a long way down." Bocoe said.
"If we lose power, we will take quite a tumble!" Decoe said.
On the Metarex station with Chris' team Sonic spun through a Pinchershead, then took off, with Rouge and Chris following her.
At the station with Shadow and Eggman Knuckles opened the cockpit and punched his way through several Pteranos.
"Take that!" Knuckles said and Eggman pulled alongside them.
"The Chaos Emeralds must be up there!" Eggman said.
Directly at the top of the shaft was a soft glow.
"You're right, Eggman. Now let's see which one of us can get to 'em first!" Shadow said and sped up, causing Knuckles to dangle from the canopy.
"Shadow! Haven't you ever heard of passenger safety?" he asked while Eggman looked on.
"Shadow, you've tried your best, but you're out of control." he said and pressed the other button on his controller, which threw the X-Tornado out of control.
"Why are you slowing down, Shadow!"
"It's not me! The controls aren't working!" Shadow said and the X-Tornado started to plummet.
"Now we're heading the wrong way! What do you think you're doing?!"
"It's not my fault, I swear?"
"Now stop." Eggman said and used a lever on the controller to freeze the X-Tornado's altitude and tilt it from side to side. "Isn't this an interesting twist?"
"Eggman's using a controller!" Shadow said and stood up. "Quit goofing around!"
Knuckles landed next to Shadow.
"That's cheating!" he said.
Eggman laughed.
"I prefer to think of it as bending the rules until they break!"
Decoe and Bocoe used fishing lines to unplug and extract the blue and white Chaos Emeralds.
"Come back!" Knuckles yelled.
"Later, losers!" Eggman said.
"Thanks for the pets!" Bocoe said.
The Eggmobile rose up toward the last two Chaos Emeralds. Eggman used the controller to send the X-Tornado back into a nosedive.
"Soon all the Chaos Emeralds will belong to yours truly." he said and laughed.
The X-Tornado continued its perilous plummet.
"Shadow, wanna go for a spin?" Knuckles asked.
"O- okay!" he said then Knuckles swung him around and threw him toward the Eggmobile.
Eggman rose two Chaos Emerald into the air in victory.
"Victory!" he said but Shadow snatched them from him. "Hey! Where did the go?"
Shadow rebounded off the wall and landed on the Eggmobile.
"Looks like my side won two to nothing!" he said and kicked the Eggmobile downward.
An arm extended out of it to catch a metal pole, stopping them instantly.
"...Don't move... We're hanging by a thread here." Eggman said and looked down to see that the X-Tornado also stopped.
Then he looked down to see that the X-Tornado also stopped.
"I'd be happy to help you down, Eggman." Knuckles said.
"...Thanks anyway... we're fine..." he said panicking.
Shadow leapt out of the shaft and onto solid ground.
The wall was suddenly destroyed behind him.
"What was that?" he said and turned to see Amy's spaceship.
A giant hammer that protruded from the side had destroyed the wall. Amy got out of the ship and ran toward him.
"Oh, Shadow!" she said and leapt toward him to hug him, but he held her back.
She leapt toward him to hug him, but he held her back.
"I can't wrestle now!" he said but gave him a death hug anyway.
"I just realized there is an upside to getting separated from you, 'cause it's so great when we're reunited!"
Shadow panted for breath before sweatdropping.
Later, Amy and Shadow approached Cosmo as she looked at a glass case containing the yellow Chaos Emerald.
"So, we finally tracked down all the Chaos Emeralds." Shadow said.
"Isn't it wonderful?" Cosmo asked.
"Uh, what's that thing, Shadow?" Amy asked thumb pointing.
There was a Planet Egg in a giant glass case, connected by tubes. But it isn't an ordinary Planet Egg. This one looked crystallized.
"It looks like... a Planet Egg! But it's growing out of control!" Cosmo said.
On the Blue Typhoon bridge Cream was looking at the live image of the Planet Egg.
"I've never seen a Planet Egg that big before." Cream said.
"Chao!" Cheese said.
"The Metarex have been gathering Planet Eggs from around the galaxy. It looks like they're using the power of the Chaos Emeralds to force the Eggs into evolving." Tails said.
At Metarex station.
"Really? But why, Tails?" Shadow asked on the comlink.
"That is our secret." someone said so Shadow and Amy turned around to see Dark Oak and a whole army of Metarex Troopers. "So... we face each other again, Shadow the Hedgehog."
"No way!" Shadow said and saw when Dark Oak drew his golden sword. "You're the guy who tried to take the Chaos Emeralds from me. I'll never forget that fight. Because of you, I had to throw the Emeralds away!"
"You know him?" Amy said.
"I do." he said with his teeth gritted.
"Allow me to introduce myself. I am Dark Oak, ruler of the Metarex. And now, Shadow, you and I are going to have a rematch." Dark Oak said.
Meanwhile Sonic, Chris, and Rouge raced through the Metarex station, unaware of the coming fight between Shadow and Dark Oak, leader of the Metarex.