When Penny, Tails, and Classic made it back to home base, the first thing Tails did was fly over to Sonic, wrapping the blue blur in a hug. "Sonic!"

"Tails!" Sonic cried as well, hugging the fox back.

Tails grinned happily at Sonic. "I was so worried! I thought you were..."

Sonic grinned as Tails released him. "You worry too much. Look, I'm perfectly fine." He turned to Classic and grinned. "It's been generations since I've seen you. You okay?"

Classic grinned and shot Sonic a thumbs up.

Tails turned to Sonic with a grin. "The good news is, you're safe! The bad news is, Eggman said he had some plan that would destroy us all in three days.

Sonic smirked. "Three days, huh? A lot can happen in that time."

"Yeah." Penny nodded in agreement.

Sonic turned to the human girl, a bit worried. "Hey, you're awful quiet. What's wrong?"

"Huh?" Penny jumped, glancing at him. "Uh-uh-uh nothing we have to worry about right now! We have to focus on Eggman's plan!"

"Yeah..." Sonic raised his eyes at her, and put both hands on her shoulders, pulling her to his eye level. "Look, if anything's bothering you, you can always turn to me."

Penny glanced at Sonic, and took a deep breath. "Okay...but really, I'm fine. Just overwhelmed from everything that just took place."

"Okay, if you say so." Sonic shrugged with a gentle smile. He stood back up and turned to Tails, who started explaining. "Eggman said when the plan was complete, we'd all be wiped out!"

Knuckles frowned. "I don't like the sound of hat. Normally I'd just laugh at Eggman's plans, but he's already conquered most of the world, so...what's this plan of his?"

Vector ran up, his eyes wide. "Hey, I hate to butt in on your important meeting, but we're under attack! Shadow is tearing through our troops! We need reinforcements!"

"Sh-Shadow..." Penny's eyes widened with shock.

"Shadow." Sonic growled. "The last time I saw him he was fighting for Eggman."

"That doesn't make sense." Knuckles shook his head in confusion. "Why would Shadow help the enemy?"

"Perhaps he's being controlled by that strange power?" Silver suggested.

"That's gotta be it!" Penny spoke up suddenly. Everyone turned to her. The girl was close to tears. "If I know Shadow, he NEVER would go to the enemy! He's being controlled."

"Whatever it is, I'll figure it out." He turned to Penny and grasped her hands in his. "Trust me, I will." He was about to walk off when Penny grabbed him.

Sonic turned to her.

"I'm coming." She said, her eyes narrowing with determination.

"Wha?" Sonic frowned, crossing his arms. "Penny, sorry, but this is Shadow we're dealing with. He hurt you once before, I won't let that happen!"

"I don't care." Penny said. "Shadow is a close friend. I want to see what's wrong with him myself."

"Fine..." Sonic groaned. He glared at her. "But if he attacks without warning or brings reinforcements, you run when I tell you too."

"Deal," Penny nodded.

"Where could Shadow be?" Penny hummed as she and Sonic walked around the area where Shadow was last seen by witnesses.

"There." Sonic growled a bit, glancing ahead.

Penny turned to see Shadow standing by a wrecked building, his arms crossed and glaring at the two. Sonic stepped in front of Penny, glaring at Shadow. "All right, Shadow, what's the big deal?!"

Shadow lunged to attack them, and Sonic quickly pulled Penny in front of him, protecting her from him. The two clung to each other and squeezed their eyes shut when a familiar voice appeared.

"Chaos Control."

A bright light filled Penny's vision, and she opened her eyes for a second and gasped.

A second Shadow was there, kicking away the other.

"W-wha?!" Penny yelped, shocked.

"Another Shadow?..." Sonic asked.

"S-Sonic..." Penny gasped, pointing to the fallen Shadow, who had disappeared right then and there in front of their very eyes.

"Wh-wh-wh-" Penny stuttered, completely stunned. What just happened...?

Sonic growled, standing in front of Penny protectively. He glared at the other Shadow. "He just disappeared?!"

"That was a fake." The Shadow who came to their rescue said, turning to them.

"A fake? How?" Sonic asked in confusion.

"Infinite can create virtual reality projections. They have mass and form, but no heart and soul."

"Virtual reality..." Penny muttered, glancing down at her feet, still stunned about the whole thing.

"Virtual reality?" Sonic asked. "So all those familiar faces in Eggman's army..."

"Replicas." Shadow said. "The problem is, they may not be real, but their powers are as formidable as the originals."

"Yikes." Penny winced.

Shadow nodded at her as if agreeing with her. "According to Rouge, Infinite can create unlimited numbers of them,"

"So, fight after fight, he can just keep cranking out counterfeits?" Sonic asked.

"Exactly." Shadow said, crossing his arms and looking away. "As it stands, there's no way we can win this."

Sonic grinned. "Of course we can win this! We always do! We just haven't figured that part out yet."

Penny's radio rang, and she picked it up. "Hello?"

"Listen up!" Knuckles announced. "We just got word that Eggman's forces are undermanned at his headquarters in Metropolis."

"They're probably slagging somewhere else as part of Eggman's plan. This could be our only chance to take the city." Espio hummed.

"Exactly!" Knuckles said. "That's why we're focusing on a full frontal assult on Metropolis! I'm calling it, Operational Big Wave."

"Who cares what it's called?" Silver asked. "What's important is to have a well thought out strategy."

Penny turned to Sonic and Shadow, who were looking amused. She shrugged as Knuckles continued. "I thought about this strategy in about a minute and a half. We're going in hard and fast and we are not going to stop until Eggman's army is destroyed. Sonic and Penny are busy fighting S-"

"Actually, we got it covered." Penny interrupted.

"Oh? Really?" Knuckles asked her. "Good. Well, then, the rest of us can do this, we've got the strength and spirit to win! There's no fighter group that I'd want to fight with."

"Hah!" Vector laughed. "Great speech! Let's give Eggman an old-fashioned beat down!"

"They have more sheer numbers," Tails pipped up. "So the idea of a quick, focused attack isn't bad. We also have Sonic-I mean, the other Sonic-so I have no doubt we can do this! Also, if we destroy the Phantom Ruby, we should be able to send the other Sonic home! At least I hope so... this is all new territory for me."

"Okay. Let's head straight for Eggman's HQ! Time to save the world people!"

The radio group chat ended, and Penny glanced at Sonic and Shadow. "If you two don't mind, I wanna take a walk for a while to clear my head."

"Sure thing, just be careful." Sonic told her, shooting her a thumbs up. "If we're not here, meet us back at HQ."

"Roger!" Penny grinned, sending the two hedgehogs a salute before taking off.

Shadow glanced at her. "She seems better."

"Yeah." Sonic said in agreement. "Maybe a little too better..."

Penny hummed happily as she walked. Sadly that peaceful moment was interrupted when she heard someone. "More ants to crush. I wonder if this world can offer me a real challenge." His gaze turned to Penny, and she stopped in her tracks, paling.

"And as if to answer, the world sent me a trembling child."

She yelped as he teleported uncomfortably close to her. "Are you going to fight and die here, or run away in fear again?

Penny backed up, shaking, until something Sonic said to her a while ago before he was captured appeared in her mind...

"Don't be scared. This is your moment to shine!"

"My moment to shine, huh?" She mumbled to herself. She thought for a moment and glared at Infinite, trying her best to ignore her shaking body.

"Don't let your fear take over you." Sonic's voice rang in her head again.

She nodded, murmuring, "All right, Sonic. I will." She got into a fighting stance, readying her fists.

"Fine." Infinite hissed. "Then I will teach you fear, then pain, then...well, at least the fear and pain will end."