The next morning, Keith, Tails, Amy, Tanaka and Chuck were all gathered around the dining room table. Keith hung up the phone after another eventful phone call with Kat.

"Sorry guys, but Knuckles and Kat are still sidetracked. They're all the way in Pumpkin Hill and can't join us."

"Didn't you explain what was at stake?!" Amy practically screamed. "Sonic's been captured! We need to save him!"

"We will, we will," Keith assured her. "Tails, take it away."

"Alright, people," Tails addressed. "Sonic's in trouble and it's up to us to help him."

"I believe our best bet is to try and figure out the origins of that 'Shadow' character," Keith insisted.

"I've tried every avenue I can think of and called every contact I have," Chuck reported. "Unfortunately, I've been stonewalled at every turn. No one will talk to me."

"Of course they won't," a familiar voice called out from the doorway. "They're trying to hide him."

Everyone turned to see Chessie entering the room. She wore a serious expression as she marched right up to the table.

"Chessie?!" Tails let out. "Where did you come from?"

"Doesn't matter," she replied, pulling a cobbled together laptop from her fur. "I want to show you something."

She opened up a file, which showed the footage of Sonic breaking into the museum.

"Notice anything off?"

Everyone took a look, seeing nothing that really stood up. However, when Keith took a look, he quickly noticed one small detail.

"His eyes...Sonic's eyes are green. This hedgehog's eyes are red."

Chessie nodded, then did a bit of typing. The footage dissolved into pixels, replacing Sonic with Shadow.

"The footage was digitally edited, and rather expertly as well. At first, I suspected Eggman, so I hacked into his system. That's when I found this."

She closed the security footage, now bringing up the Project Shadow file.

"Project Shadow?" Tails read off. "You mean that black hedgehog?"

"Yeah." Chessie removed her glasses, setting them on the table and taking a deep breath. "He's what I'm based off of."

"Knuckles did say the work Eggman did on you was based on notes from his grandfather."

"Though it looks like Shadow is a lot more powerful," Amy noted. "No offense."

"It's true. Shadow is the 'Ultimate Lifeform' and I'm the dollar store, off brand knockoff." Chessie put her glasses on. "I know this sounds stupid, but I want to help him. "

"Are you crazy?!" Amy let out. "He did so many terrible things and had Sonic blamed for them! He would've killed him last night!"

"I stole the Chaos Emeralds, tried to kill both Knuckles and Kat, and yet you guys still let me walk away," Chessie pointed out. "Besides, we're both Artificial Mobians, and he was clearly made for a purpose like me. For all we know, he's just following some programmed path.

"Maybe, or maybe not," Tails replied. "The only way we'll know for sure is to find him."

"He's on Prison Island," Keith recalled. "But that's all we know. I don't think we even know where Prison Island-"

"I've got a map, as well as building schematics," Chessie declared, bringing them up on her laptop, much to everyone's surprise. "I also hacked into the military to try and find him."

"You've been keeping busy," Keith remarked.

"Every girl needs a hobby."

"So, if we want to learn anything about Shadow, we need to get to Prison Island," Keith reasoned.

"Then what are we waiting for?!" Amy practically screamed. "Let's go!"

On Prison Island, Sonic was still sitting in his cell, still trying to mull over his options. He was pacing restlessly, not liking the enclosed space.

"I guess it would be too much to ask for somewhere to run..." he muttered.

From a monitor room, Agent Stone watched Sonic pace with an angry expression.

"I thought my orders were to kill Sonic on sight."

"Sorry sir," the arresting soldier apologized. "He surrendered in front of a crowd. If we had fired on him, then it would have looked suspicious."

"... valid point. But we do still have a situation. Our top priority now is making sure Sonic never leaves here alive."

"You won't have to worry about that sir," a guard informed. "Surely you recognize the cell he's in."

"The underwater isolation cell. Right, Sonic hates water."

"Exactly. He tries anything, he won't get very far. Prison Island is surrounded by the sea with no land for miles. We got guards keeping lookout in the towers twenty-four hours a day, and the laser alarms will go off the second they detect the slightest movement. The entire prison is wired with surveillance cameras, metal detectors, and sound monitors. This place was built to hold the toughest crooks in the world, but in all the years that Prison Island's been in business, there hasn't been one single solitary breakout."

Agent Stone smirked.

"That will do."

Miles away on a secluded part on the island, Robotnik managed to get past security and make his way through the jungle.

"I wonder if I'm pushing my luck coming back?" Robotnik wondered.

"Perhaps so," Orbot replied over comms. "The security on the island has been upgraded since your last visit. Are you certain this venture is absolutely necessary?"

"Rouge says the Chaos Emeralds are here. That's all the reason I need."

"Are you certain trusting her is a good idea?"

"I never trust anyone."

"You mean except for us?" Cubot asked.

"I mean especially not you."

Robotnik deactivated his comms as Rouge and Shadow arrived.

"I hope your intelligence was right, batgirl. Having to come back here after the mess I made last time isn't my idea of a vacation!"

"Relax, Eggy, you honestly think I'd lie about a Chaos Emerald?"

Robotnik grumbled in response.

"I suppose not."

"What's the plan, Doctor?" Shadow asked.

"It's a three part plan. The first part involves me going in first. I'll disable their security,then engage the military troops, allowing you two to sneak into the base undetected. In the second part, Shadow will enter the armory, where he will set the timer on these Robotnik patented dynamite packs."

He pulled a pack out and tossed it to Shadow, who caught it easily.

"Once that is in place, we'll be able to blow up the entire island and make our getaway before anyone has a chance to know what hit them." He then turned to Rouge. "Finally in part three, Rouge will sneak into the warehouse area and grab the Chaos Emeralds. It should be no challenge for such a worthy treasure hunter such as yourself, won't it, batgirl?"

"Piece of cake," Rouge reassured, giving him a salute.

"We;'ve only got thirty minutes to pull this off, and we only get one shot. If you run into trouble, you're on your own."

The two Mobians nodded.

"Then let's go!"

With that, the three villains made their way through the jungle, ready to complete their tasks.

Out on the ocean, several miles from the shores of Prison Island, the Kent family yacht was floating on the water. Onboard, Tails was readying the X-Tornado as Amy polished up her hammer. While they did this, Chessie laid out a map of the island.

"You can't risk bringing the boat any closer," she warned. "Their radar will detect you and sink you without hesitation."

"Do not worry," Tanaka assured her. "Master Keith and I have a plan to get to the island."

"Meanwhile, we'll take to the sky," Tails declared. "If anything, we can draw their attention away from you."

"Sounds like as good a plan as any," Keith declared before turning to Tanaka. "Do you have what we need?"

Tanaka nodded, going over to the side of the ship and unveiling a wooden row boat. Amy glanced over, looking confused.

"A rowboat?" she asked.

"They will be expecting motor boats or perhaps something with an engine," Tanaka explained. "However, this rowboat will lull them into a false sense of security."

"Well, let's hope it works," Chessie let out.

She and Amy climbed into the X-Tornado as Tails gunned the engine, taking off into the sky. Tanaka and Keith then hopped into the rowboat, paddling for shore.

Up in one of the island's watchtowers, a pair of guards were on duty and spotted the incoming rowboat.

"What the..." one of the guards let out. "Hey, check this out."

The other guard took a look, scrunching his face in confusion.

"Is that a… rowboat?" he asked.

"They must be trying to break into the base."

"With a rowboat?"

"Hey, we live in a world with talking animals and a madman threatening us with robots every week. We've seen weirder."

"True. Think we should report it to the warden?"

"Might not be a bad idea. Call it in."

However, just as the guards prepared to do so, Robotnik sat in his Egg Walker, typing away at this console.

"And then, there was silence," he declared, hitting a final button.

All of a sudden, communications completely died across the island. Security footage went to snow, radios became inoperable, and the alarms were shut off. There was almost immediate pandemonium all across the complex as Robotnik cackled.

"Communications are down," He announced into a radio. "Shadow, Rouge, move it!"

Robotnik then went running into the facility, blasting at everything in sight. Security robots quickly came out to confront him, but he easily blew them away.

"Ha! I should try break-ins like this more often."

Up above the island, the X-Tornado came swooping in, seeing the pandemonium of Robotnik's attack.

"What's going on?" Tails questioned. "That's a lot of fire power."

"It looks like there's some sort of fight going on," Chessie pointed out. "And something tells me they're not attacking Keith and his boat."

"Come on," Tails decided. "Let's take a closer look. X-Tornado, engage Cyclone mode!"

The entire plane began to shift, the engines becoming legs that shot out underneath the plane. It dropped down hard onto the ground. Once they landed, the trio spotted two figures approaching the door. Chessie and Amy gasped, recognizing one of them.

"It's Shadow..." Chessie said softly.

"That backstabbing hedgehog..." Amy growled. "I'll show him a thing or two!"

Grabbing her hammer, she jumped out of the X-Tornado, rushing at Shadow. She raised her hammer above her head, jumping and preparing to bring it down.

"This is for Sonic, you jerk!" Amy cried out.

Shadow heard her coming and vanished from her sight. As she recovered, he reappeared, kicking the hammer out of her hand. Just as he prepared to attack again, Chessie's cables shot out, wrapping around his ankles.

"That's enough, Shadow!"

Shadow suddenly froze up, snapping towards Chessie and just staring at her. For a moment, he saw a blonde girl in a blue dress staring back at him, but as his vision cleared, Chessie came into view. Before anything more could happen, the Egg Walker jumped down, a metal foot kicking Chessie aside. She went flying, her cables releasing Shadow as she rolled across the ground.

"Get your grubby little tendrils off Shadow, you failure of a turncoat!"

"Eggman!" Amy let out. "What are you doing here?!"

"That's none of your business! Shadow, Rouge, carry out your assignments! I'll deal with them!"

He then blew the door open, allowing the two inside. Shadow paused, giving Chessie one last look before heading him himself. Amy and Chessie got to their feet, staring down Robotnik before the X-Cyclone stepped in.

"Leave Eggman to me!" Tails insisted. "You two need to find Sonic!"

"Right!" Amy nodded, grabbing Chessie's hand. "Let's go!"

The girls rushed through the hole as Tails stared down Robotnik.

"I owe you for disarming my missile, fox boy!" Robotnik swore.

"Bring it, Eggman!"

The Egg Walker opened fire on the X-Cyclone, prompting Tails to leap out of the way and return fire of its own. Robotnik raised his shield to defend against the barrage. He then fired some of his own, but Tails easily dodged.

"So, your little plane has a few tricks," Robotnik jeered. "You honestly think it will be enough to stop me?"

"More than!" Tails replied, charging again.

The alarm system was finally operational once more, and had almost immediately been activated. Red lights were flashing all across the base as Shadow skated along the halls. In another part, Rouge was scaling various catwalks, deftly avoiding foot patrols. She even managed to jump through the laser grid with the grace of a prima ballerina. In no time flat, she reached her target: the storage vault.

"Here you are, my beautiful Chaos Emeralds," she said with a grin as she glanced at the keypad. "Huh. You'd think a place that boasts about its security would have something a bit more high tech."

With a few deft keystrokes, the door slid open, allowing her access. She smirked, then waltzed right into the vault to take what was hers.

Back outside, Tails and Robotnik continued going at it, firing off shot after shot at each other. Tails shot the X-Cyclone into the air to rain down shots on Robotnik. The Egg Walker leapt out of the way, firing missiles of his own.

"This is a waste of time!" Robotnik realized. "I have a mission to complete.

Tails dodged the missiles before touching down in front of Robotnik.

"That all you got, Eggman?!" Tails boasted.

"For now," Robotnik relented. "But the next time we meet, you won't be so lucky!"

Robotnik then took off, much to Tails' confusion.

Meanwhile at another part of the island, Tanaka and Keith managed to pull up to a cliff as Tanaka pulled out a rope and claw. Once it was tightly secure, the two began scaling up the side of the cliff, taking careful care with each step.

"Man, sure is a long way up," Keith noted.

"I find the long distance quite invigorating," Tanaka commented. "And it's great exercise."

"Yeah, well I doubt most gyms have rock climbing quite like this."

The two then continued climbing upwards, hoping to reach the top soon.

Meanwhile, Rouge had exited a vaultroom containing the red and cyan Chaos Emeralds. She then started making her way to another vault, where she was sure a third Emerald laid in wait.

Elsewhere, Shadow had reached the armory and began placing the dynamite pack on one of the munitions stockpiles.

"The detonator is set, Doctor," Shadow informed. "How long should I set it for."

"If Tails is here, then they could be onto our plans. I can't allow them to interfire. Set the timer for fifteen minutes. That enough time for you, Rouge?"

"Please," Rouge replied. "I can be out in five minutes easy."

"Very well then. Set the timer for ten minutes."

"Very well," Shadow replied, setting the timer.

Meanwhile, Chessie and Amy arrived at the door to Sonic's underwater cell. Chessie quickly hacked into the walkway, extending it and allowing the two girls access through the water. Sonic heard the walkway connect and stopped pacing, lighting up when he saw the two.

"Amy!" he cheered. "Chessie! What are you doing here?"

"We're here to rescue you," Amy told him.

"I'll need a moment to work on this lock," Chessie insisted, squatting in front of the lock and pulling some picks from her fur.. "Amy, watch the door. Security's gonna be on us in seconds."

"Sir, we have an intruder alert!" a guard informed Agent Stone.

"Terrific. Deploy Gold Beetles to all sectors of the prison! And get Flying Dog in the air now!"

"Sir, yes sir!"

Several golden robots were launched into the air, cloaking tech activating and hiding them from sight. Then, a green robot with large, red boxed engines lifted off, shooting down the hall towards Sonic's cell.

Back in Sonic's cell, Chessie was having difficulty with the lock to the cell door.

"Man, this thing is advanced. They really didn't want anyone getting out of here.

"Maybe I should just knock the door down," Amy offered.

"I don't know Amy," Sonic cautioned. "These walls are pretty strong."

"Well I happen to be pretty and strong too."

Suddenly, a Gold Beetle suddenly appeared behind the group. Sonic quickly took note of it.

"Amy! Behind you!"

Amy turned, bringing her hammer down on instinct. The robot crumbled like a soda can under her mighty mallet, dropping to the ground and smoking. Chessie whistled.

"I am so glad I'm on your side now."

"Tell me about it," Sonic remarked. "Now you two need to get out of here."

"What?" Amy let out. "No way! Not without you!"

"If you help me break out, you'll be criminals too."

"I don't care. We're not gonna leave you locked up like this!"

"But Amy, I let them take me here. I thought if I was here, I could learn something about my doppelganger."

"His name is Shadow, he's the Ultimate Lifeform, he was created by Gerald Robotnik, and he's here in the base doing Aurora knows what," Chessie listed off.

"He's here?!" Sonic let out.

"Yeah," Amy confirmed. "We saw him and Rogue at the entrance being ordered around by Eggman."

"So, Eggman's behind all this, huh? Figures."

"I'll help you find Shadow once we get you out of this cell," Chessie promised.

"Speaking of which, what's with all the writing on the wall?" Amy asked, gesturing to the numerous equations and diagrams that littered the wall of the cage. "Did you get that bored in here?"

"Nah, that was there before," Sonic replied. "Now stand back."

The two girls backed up and Sonic sprung off the wall, tearing through the cell door.

"Wow," Chessie remarked. "You really were just playing along."

"That, and I had nowhere to go that wasn't surrounded by water," Sonic remarked. "Now we need to get out of this prison."

"Leave that to me," Amy reassured.

She turned on the door, giving it three powerful strikes. It then fell in on itself, opening the way. Sonic whistled in response.

"Not bad, Amy," He commended.

"Sir, Sonic just escaped his cell!"

"What?!" Agent Stone let out. "Lockdown the facility! No one leaves!"

Massive alarms began going off all across the island, alerting the rest of the intruders. Both Keith and Tanaka heard this as they finished climbing the cliff.

"That doesn't sound good," Keith dreaded.

"Master Keith, perhaps you should wait in the boat. It is far too dangerous."

"No way. Sonic's my friend and I'm not just gonna sit around while he's in trouble."

"Then at the very least, stay close. I have a feeling that things are about to become very interesting."

Meanwhile, Sonic ran through the prison with Amy and Chessie in hand, barely dodging the closing doors behind them. Finally, the three of them made it out just in time, running into Tails as he landed the X-Tornado.

"Sonic, are you alright?"

"Fine now. But we've still got a rogue hedgehog to find."

"I don't think he got far," Chessie reasoned. "He could still be on the island."

"Right," Sonic agreed. "You search the compound, I'll check the rest of the island."

"Got it," Chessie nodded.

She bolted back inside, shooting her cables out to increase her speed. Sonic then jumped up onto the roof of the compound, taking off as well.

Inside one of the vaults, Rouge had snagged the purple Chaos Emerald and was in the middle of admiring it.

"Hello gorgeous."

As she admired the gem, Flying Dog came flying in, blocking the doorway. Rouge smirked when she saw it there, tucking the gem into a bag with the other two.

"I don't suppose you'll just let me by?"

"Intruder located!" Flying Dog declared. "Lethal force has been authorized."

Lasers began powering on, aimed right at Rouge. Rouge easily evaded them, flying up and bouncing off a wall towards the vehicle. She kicked it aside, but it quickly recovered, firing several missiles. Rouge immediately darted upwards, hoping to evade the missiles. A quick glance at her watch showed that she had approximately 5 minutes left before the bomb went off.

Sonic meanwhile continued his search for Shadow, having little luck in the endeavor. As he looked towards a dense part of the jungle, he spotted a familiar streak of red and black fur.

"Got ya."

Sonic then leapt down and took off after him. With Shadow, he just continued skating along the jungle floor as Sonic leapt in front of him.

"Here I am on a heavily secure island a thousand miles from home, and look who I run into," Sonic remarked.

"That blue hedgehog again, of all places," Shadow cursed.

"Alright Shadow, it's time for some answers. Who are you, and what are you up to?"

"You'll find out."

The two then clashed at each other, knocking each other back before striking at each other again and again in rapid succession. Shadow managed to knock Sonic away, but he easily caught a tree branch and swung around on it, allowing him to leap back at Shadow and knock him out of the air. Shadow quickly recovered as he sped off, with Sonic in hot pursuit.

Rouge continued battling with Flying Dog, but wasn't able to do much lasting damage. Its laser managed to get a lucky hit and she dropped to the ground. She groaned as she struggled to stand, Flying Dog closing in on her. However, just before he got close, two thick metal cables grasped onto its turrets, ripping it off. Rouge gasped, looking to see Chessie standing in the door, snapping her cables like twin whips.

"Over here you overgrown tincan! Come and get me!"

"Didn't expect to see you here," Rouge remarked.

"Oh, I'll have words for you later."

Flying Dog bore down on Chessie, who shot a cable at the ceiling, launching herself up as it charged. She landed on top of the bot, prying off the top panel. She connected her cable into the machine, a holographic screen appearing on her wrist.

"Initiating total shutdown!"

Suddenly, the Flying Dog powered down, crashing onto the ground. Chessie recalled her cables, hopping off the downed bot.

"Now," she let out, turning to Rouge and crossing her arms. "I have some questions to-"

Just then, the doors to the vault slammed shut, much to their horror.

"That's not good," Chessie let out.

"You don't know the half of it," Rouge remarked.

"What do you mean?"

"I mean that Eggman had Shadow sabotage the armory. This entire island is about to become one massive fireball."

"What?! How much time do we have?!"

"Nowhere near enough."

Back outside, Sonic and Shadow continued fighting it out, the latter's communicator suddenly crackling to life.

"Come in, Shadow," Rouge's voice came through. "Shadow, do you read me?"

"I can't talk right now," Shadow told her.

"Well then listen. I got trapped in one of the emerald vaults and I don't think I'm gonna get out. I need help, and fast."

"I'm kind of busy, right now!"

"Shadow! I need your help! Otherwise, me and my emeralds are history!"

"Not my problem! Clean up your own mess!"

Sonic then socked Shadow out of the sky, prompting Shadow to sock Sonic back.

"Figures," Rouge remarked. "I should've known I couldn't count on that shady character."

"Maybe you should let me try," Chessie told her. "Give me your communicator."

Rouge removed it, tossing it to Chessie.

"Knock yourself out."

"Sonic!" Chessie's voice came through Shadow's communicator. "I know you're there!"

Shadow stopped suddenly, Sonic doing the same.

"Chessie?! Is that you?!"

"Sonic, Eggman's got the entire island rigged! It's gonna blow in less than five minutes! Get everyone out of here!"

"Hey, what about us?!" Rouge's voice demanded.

"As long as everyone gets off this island safely, I don't care what happens to us! You said so yourself that there's not enough time!"

"I'll get everyone off!" Sonic promised, running off. "I'll try and come back for you if I can!"

As Sonic ran off, Shadow was still disoriented, remembering something from long ago...

ARK, 50 years ago.

Shadow found himself sealed in a glass capsule, pounding on the sides as a young girl with blonde hair and a blue dress slowly moved towards a lever on a control panel, her hand clenching her stomach as she struggled to stand. From the growing red stain on her dress, it was clear she didn't have long.

"MARIA!"

"Shadow… I beg you… please... Do it for me… for all the people on that planet..."

Shadow closed his eyes tightly, slowly nodding.

"I will, Maria… I promise…

"... Sayonara, Shadow the Hedgehog…"

With the last of her strength, she pulled the lever, collapsing as Shadow's capsule was ejected into space.

"Maria… I still remember the promise I made to you… revenge!"

"Shadow!" Robotnik's voice let out over comms. "What are you doing?! Hurry and get back here right now before the island blows up with you on it!"

Shadow paused for a moment before responding.

"Rouge ran into trouble. I'm going back for her."

"Fine, but I'm not waiting. You're on your own.!

"Very well," Shadow agreed before skating off.

Keith and Tanak made their way through the thick jungles of the island. As he moved deeper and deeper, a blue blur shot right past them. It then skidded to a stop and back-tracked, Sonic revealing himself.

"Keith!" he exclaimed. "Did everyone come to this island to save me?"

"Except for Kat and Knuckles," Keith explained. "They're busy with something else."

"Still, it does us well to see you alright Sonic," Tanaka told him.

"Well, none of us will be alright if we don't get off this island. Eggman's rigged the joint to blow!"

"What?!" Keith let out. "We gotta get out of here."

"I fear we will not be able to row away in time," Tanaka dreaded.

"Then we'll all head out in the X-Tornado," Sonic decided, grabbing both their hands. "Come on!"

They rushed off, zooming for the plane.

Chessie tried hacking into the doors controls, but nothing seemed to be working. Rouge kicked and attacked them, but was unable to make a significant amount of damage.

"Come! On!" Rouge shouted, punctuating each word with a kick. "Fall! You! Stupid! Door!"

"Ugh!" Chessie let out. "I can't get through the encryption! They scrambled the algorithm!"

"Then… there's no way out."

Rouge leaned against the door, sliding down as she looked at her Chaos Emeralds. Chessie looked at the Emeralds, realization dawning.

"That's why you're here. Chaos Emeralds. Shoulda known… it's all Eggman cares about."

"Oh don't grow a conscience on me, kitty. I know Eggman built you so you could steal the Chaos Emeralds for him back in the day."

"How do you know about that?"

"Government looked into you. Sonic and his pals vouched for you, so they left you alone."

Chessie crossed her arms, looking down in regret and embarrassment.

"But I guess that doesn't matter now," Rouge replied dismissively. "We're both gonna be blown to bits in a few seconds any-"

Just then, part of the ceiling was blown open, allowing Shadow to drop down and race towards them. Rouge straightened up in shock as she held the Chaos Emeralds in her hands, with Chessie just as surprised.

"Shadow…?" She let out.

"Chaos Control!" Shadow shouted, the three Emeralds glowing in response.

Finally, the timer went off, and the entire island began exploding in a violent, fiery eruption. The explosion even reared up a small tsunami, which washed across the ocean as dusk fell. Robotnik watched from a distance before he flew away, the X-Tornado doing the same in the opposite direction. Inside the plane, Tails, Amy, Tanaka, and Keith all stared, Sonic clinging to the wing.

"Chessie…" Sonic let out.