Rebel was lying face down on the ground with smoke clearing as voices echo and allies run.

"Hold your positions." Squad Commander Red said.

"What is happening?" Renegade asked.

"Reinforcements are coming."

"I'm getting destroyed out here." Deep said.

"Get up, Sonic. Get up!" Silver said as Rebel opened her eyes and got up, gasping and panting as she looked at the size of Grim Big.

"Oh, no. No, no, no." Rebel said and Grim Big's head opened, deploying a flurry of small Froggy-style bombs, approaching her. "Scatter!" she said as the bombs explode on the ground in puffs of smoke.

"Coming in hot. Take cover!" Squad Commander Red said.

As Jack yelled, Rebel looked up at the giant robot. It deploy more Froggy bombs. One of them hit an Eggforcer and Denizen 1998, sending him flying and falling flat on his face. Froggy croaked. Sonic intercepted another bomb with her feet and peeled out, pushing Denizen 1998 away from Grim Big's incoming tail attack. Renegade and more of Rebel's allies head towards Grim Big. The giant robot locked onto the Mothership, and deployed more Froggy Bombs. They home in on the Mothership. Eggman screamed inside the cockpit as the bombs explode all around it.

"Nooo!" Eggman said as the Mothership cannons broke down, the ship itself engulfed into flames and he looked at the monitor. "The Mothership cannons are down. I need some assistance." he said as a group of Grim Birdies head toward the Mothership.

"One bucket of fried robo-chicken coming up!" Dine-It said.

The Yolkomotive fired bullets and took down some Grim Birdies. Nine watched on, growling in anger as The Kraken flew alongside the Yolkomotive.

"We too are on our way." Rusty said.

"Stop the ships!" Nine said and deployed another horde of Grim Birdies and Grim Rouges to try to intercept the three aircraft.

They flew toward the Kraken as Rusty jumped off the bridge and started shooting from the turret. Meanwhile, A Grim Birdie squawked and flexed in-front of Done-It.

"Huh? Wah!" Done-It said.

Babble and Deep flew alongside each other, approaching Grim Big. Babble babbled and then made the sound of a cat meowing, adjusting his mech's shoulders to look like a pair of cat ears.

"Indeed. And like all kitty cats, it's evil to the core. Prepare to flank on my mark." Deep said and Grim Big's tail swiped and knocked them both out, causing them to scream.

"Flee! Flee for your lives!" Jack said.

Meanwhile Rebel fought a group of Grim robots as Grim Big targets her.

"Whoa!" Rebel said as Grim Big hovered forward, with Silver watching on and Rebel continuing to battle.

"It's focused on Sonic." Silver said.

"Which means it won't see me coming. Boss battle." Don't said and commanded a group of Eggforcers to go after Grim Big.

As they approach, the giant robot, Don't, was dodging raining Eggforcer parts.

"What, huh?" Don't said and Grim Big locked its target on him. "Can I get a restart? What the?" he asked, chucked away his controllers and made a bee-line away from it while it deploys a mass number of Froggy bombs, which explode and send him flying while trying to hang on to his seat.

Grim Big's tail slammed on the ground. Batten, having witnessed the dust cloud, flew up to safety while the tail broke Grim Amy. Rebel and her allies retreat, fearing the worst, but Grim Big's tail slammed the ground again, sending them flying a short distance.

"That's it, your nine evil robo-lives just ran out." Silver said angrily and made a run for it.

"Silver wait, hang back. Stick to the plan!" Rebel said and Nine watched on in disgust.

"Predictable." Nine said and Silver weaved past incoming Grim robots, but was blown back again screaming by Grim Big's swinging tail. "After her!" he said, fell and skid on the ground, grunting and coughing.

He cloned another Grim Sonic and a group of four surround an exhausted Silver.

"Right, stick to the plan." Silver said and went back to what he was supposed to while Rebel growled as she was being surrounded by her Grim counterparts.

They pounced towards her simultaneously but she jumped. One of the Grim Sonics grabbed her and threw her into another one, which punched her. She flew over the third, handstands on the ground and kips up, dodging a tackle attack. Another one tried to tackle her but she flipped over it, however another one grabbed her and set her up to be kicked by another, but managed to get back on his feet.

"Nine!" Rebel said growling and silent Nine looked down at her. "You want me?" she asked and intercepted more attacks from Grim Sonics. "Come catch me." she said and ran, with the robots chasing her.

Meanwhile, at the Citadel, Gnarly, Hangry and Prim climb up the ledge and watch the action from the structure.

Prim: "He's buying us time. Let's use it. Keep moving." Prim said and they creep along the structure.

Nine watched Rebel being chased by his Grim counterparts.

"Where are you going?" Nine asked, opened out his tails, extracted Paradox beam energy and the dome fluctuated repeatedly.

Down on the ground, Grim Big turned slowly and powered down.

"Its power is draining." Silver said as Renegade, along with two other rebels, arrive onto Grim Big's base.

"Now's our chance!" Renegade said, ran across the base and punched the giant robot's stomach. "Ha, that's more like it. Finally making a dent in this thing."

Nine stopped extracting from the beam, pointed his tails forward and generated an orb, shooting green lasers on the ground where Rebel was still running, blowing up fissures. She broke to a halt and wobbled at the edge of the large crack.

"Whoa, whoa, whoa, whoa, whoa." she said. "Whoa." she said relieved but was grabbed from behind by a Grim Sonic, sending her falling.

The Grim Sonic triangle jumped and tackled her repeatedly while she fell, before delivering a blow, sending her crashing to the ground at the bottom. The Grim Sonic tossed her into a pile of robot parts.

Meanwhile, Nine raised his arms, and Grim Big rejuvenates power. Renegade tried to hang on to Grim Big's tail as it swung around. The tail swung into and hit Babble, causing Renegade to lose grip and fly off, but Thorn rescued him as Grim Big deployed more Froggy bombs towards the running group of allies.

"Run!" Jack said.

"Look out!" Silver said.

One missile exploded just barely missing Jack, who Silver just saved, and generated a crater.

Deep: "Ugh! Enough of this. I'm no one's sacrificial lamb." Deep said while Grim Big's tail intercepted more Eggforcers. "Mr. Doctor, we need the Mothership!"

While Eggforcers were trying to repair the Mothership, bullets hit them and took them out. Grim Birdies swoop around the Mothership. Eggman groaned nervously inside the cockpit and put his hands back on the controls. The Kraken and the Yolkomotive approach the Mothership as Rusty fired from the turret.

Meanwhile, on the Mothership's deck, a group of Grim Rouges and Grim Birdies took off and started attacking. Rusty took one of them out, while the others made it and swooped around the Kraken, while some Grim bullets hit the bridge. A Grim Rouge landed on it and went to tackle Black, but she blocked it with the sword.

On the Yolkomotive.

"One order of extra crispy wings coming up." Done-It said and shot from the turret, breaking another group of Grim Birdies who peck on its windshield.

On the Mothership, more Eggforcers try to make their way to the cannons, but more Grim Rouges stop them.

Meanwhile, Rebel was being punched repeatedly by a Grim Sonic. As the Grim Sonic prepared to deliver the final blow, a grunting was heard in the background. Shadow hit the Grim Robot and stood in front of Rebel who became relieved after seeing him for the first time in a while.

"Shadow, you're alive!" Rebel said and offered a hand. "Little help?" she asked and he helped her up.

"I've been working with Silver and when I made him leave I was trapped here." Shadow said.

"You okay?"

"I survived. Nine's Alphas deployed a massive army to keep me down here."

"Alphas? You mean the ones that can duplicate themselves?"

"If I still had that Chaos Emerald, I could have teleported out of here, but it's lost in the Void. And, smashing hordes of Sonics isn't the worst thing in the world." he said smirking and she smiled.

Then ground debris fell close to them. They both looked upward to see two Grim Sonics looking down at them.

"Up for smashing a few more mes?" Rebel asked smirking and he smirked and they peeled out up the wall and punch the Grim Sonics simultaneously.

Meanwhile, Grim Birdie flew across one side of the citadel structure, which the scavengers notice and hid behind a wall.

"We're gonna need to sneak past that thing if we wanna cut off Nine from the Prism, ideas?" Prim said.

"I've got one, but I'll need four rocks, 80 feet of vine, and a time machine." Gnarly said and Prim browed down, her ears drop and she walked away.

Hangry followed Prim, showing an embarrassed look at Gnarly who followed them too. All three of them climb further up the building.

Meanwhile, on the ground, Shadow took out a Grim robot while Rebel engaged in battle with another one, but was punched by the Grim Sonic's fist and m sent flying into a crystal wall, sliding down. Shadow spun and homing attacked two more Grim robots, slamming down a third one before jumping spinning himself away from the fourth. He dodged a leg and a grab attack from the robot. They both flew high and hit each other, both standing up as they land. Shadow grunted and hit the Grim Sonic again, dodging another attack. He leapt and kicked the Grim Robot into the wall, which it landed on and leapt back to attack. Another Grim Sonic tried to tag Rebel but she leapt to dodge it. She noticed in the distance Shadow being chased by the other Grim Sonic as they leap over the crack. Shadow dodged Grim Sonic's punches and crouched to avoid a swinging leg before leaping up. As the Grim Sonic did likewise, he spun in mid-air and hit the robot, knocking it out through the fissure.

"Huh." Rebel said to Grim Sonic, taunted at her Grim counterpart and ran.

It chased her and she jumped over the crack. By the time the Grim Sonic jumped over the crack, she stopped it in mid-air with a homing attack, causing it to fall through. On the other side, Shadow grabbed another Grim robot and tossed it to Rebel, who knocked it back with a spin attack. He punched it towards the hole and she smacked it down with another spin attack.

"Looks like we still make a good team." Rebel said.

"These troopers are one thing," Shadow said. "but the Alphas can generate an endless army." he said pointing to the Alpha Grim Robots while facing her. "They are the real threat."

"My plan is working. The Scavengers are through to the Citadel. They're gonna cut Nine off from the Prism."

"Which is in Nine's lab, guarded by the Alphas. They'll never reach it."

"So how do we destroy them?"

"We don't. We're going after Nine." he said but she grabbed him on the shoulder.

"No, we're not. You said it yourself. If we don't go after the Alphas, we're cooked. And the only way we win this thing is if we work together. We need the others."

"It's the end of the universe, and you're still thinking about your friends." he said annoyed.

"Of course I am. They're all here, fighting, sacrificing themselves for me."

"All the more reason to go after Nine while he's distracted."

"And let my friends get pummeled when Nine only wants me?" she said, sighed and panted. "Nine only wants me. I have an idea."

Meanwhile, up in the air, Grim Birdies wreck the Kraken. On the bridge, Rusty and Black dodge tackles from flying Grim Rouges.

"Get those flying beasts off of us!" Black said and Rusty fired lasers at them to no avail and jumped up onto the bridge.

"There are too many. Ship damage is critical." Rusty said as the Kraken descended with smoke pluming out from its thrusters.

"I hate to say it, but we're going down. Abandon ship!" Black said and they jumped off to evacuate the ship.

A Grim Birdie tagged Rusty, while Black jumped onto the back of a Grim Rouge. She hopped onto a Grim Birdie's back and jumped off, trying to reach Rusty's hand in slow motion. They go as close as touching their fingertips, and Black fell and screamed. Rusty punched the Grim Birdie and dove down to try and save Black with a Grim Birdie going after her shooting bullets. A Grim robot smacked her. Rusty dodged bullets and reached out to arm to drag a Grim Birdie into another and kept diving. Black chuckled until she was grabbed by a Grim Rouge. Rusty hung onto the said Grim Rouge and pulled herself in. She punched it, freeing Black from its grab. Rusty grabbed hold of Black but was grabbed by another Grim Birdie's beak. Black landed on the bird's back and jumped off at the right moment, causing the Grim Birdie to be hit by a bullet. As they both fell, Rusty reached out, grabbed hold of Black again and pulled herself in, falling together while Thorn noticed both of them.

"Birdie, fly!" Thorn said and Birdie swooped over to save her two counterparts.

"It's been an honor to know you, friend." Black said.

"The honor has been all mine, friend." Rusty said and they held hands.

Just before they hit the ground, Birdie caught them.

"Got you!" Thorn said as the Kraken crashed onto the ground and exploded.

"Ha! By Poseidon's soggy beard!" Black said and chuckled as Birdie landed on the ground safely and everyone jumped off.

"Thank you, Thorn. We owe you our lives." Rusty said.

"You would do the same for me," Thorn said and winked. "sisters." she said and Rusty winked back.

"Sister? I have never had a sister."

"Now you got two." Black said and bundled them together as Birdie shrieked with delight.

"In case you've forgotten, we're under attack! Get up here!" Eggman said.

"Let's show them what these sisters can do." Thorn said and Black laughed as they hop back onto Birdie and flew up towards the mothership.

Rusty and Black jumped onto the deck and started combating Grim robots while Thorn hammered two more Grim Birdies. A Grim Rouge battled Black on the deck. She took it down and threw her sword into another one, catching it. Rusty handstand onto Black's back and spun her legs out wide. Rusty jumped off alongside her and extended her arm to take out another Grim robot. Birdie shrieked and hit a Grim Birdie then swooped down and hit another one. Birdie picked up Rusty and Black with his claws as the Yolkomotive defeated more Grim robots going after the Eggforcers underneath the mothership's cannon.

"You're all clear, Mr. Doctor." Done-It said and more Eggforcers came to work on repairing the mothership's cannon.

Meanwhile, on the ground, Grim Big hovered forward, followed by two running Big counterparts, who stop and crouch down to dodge Grim Big's swinging tail, which broke and tossed battleground crystals in the air. The crystal flew and crashed into Jack and Squad Commander Red, causing them to scream and fall. Jack was trapped by a group of crystals while Grim Big locked its target on Red trying to pull out Jack. Red heard Grim Big power up, gasping with horror.

"We're getting destroyed out here." Deep said.

"Keep your mustache on, Doctor. The cannons are almost repaired." Eggman said and the mothership's cannon was fully repaired, powered up and glow bright red. "At last!" he said and two of the mothership's cannons prepare a growing orb.

Nine watched on, becoming worried while Grim Big focused on the mothership.

Meanwhile, Red finally pulled Jack out of the crystal.

"The Mothership! Take out the Mothership!" Nine said

At the mothership's radar Eggman targeted Grim Big.

"So long, you colossal waste." Eggman said and a humongous laser was fired, and hit Grim Big with a powerful explosion that shook the ground.

Nine flinched and braced himself from the impact, along with Dread, Catfish and Silver. Purple dust cleared, revealing black smoke pluming out of its head as Grim Big's thrusters splutter and turned uncontrollably.

"No, no, no!" Nine said.

Grim Big fell over and crashed onto the ground, shaking it and blowing a wave of dust in the air. Rebel and Shadow became astonished while they ran and looked at each other. Rebel's allies cheer in celebration, along with the Chaos Council while Rebel and Shadow came over to and greet the rebels.

"Hoo-hoo-hoo! You did it, you took out that behemoth!" Rebel said.

"Sonic, Shadow, you're okay!" Silver said.

"Gang, this is Shadow. Shadow, meet, well, everyone, I guess."

The group were unconvinced, but were immediately interrupted by a furious Nine powering up the energy beam with his mechanical tails, letting off frustrated growls.

"Well, that's terrifying." Silver said as the dome fluctuated again.

Nine noticed the purple rocks floating in the sky and turned his tails forward and powered up a green laser beam towards the mothership. Eggman screamed and made a run for it. Everyone watched on as the mothership's deck was hit by the green laser beam, crashed and burned.

"Oh, my egg!" Done-It said.

Eggman evacuated the mothership using his mech, but screamed as he was blasted by an explosion. Nine watched the whole mothership explode in midair and flinched. Babble wailed in fear.

"MY BUTTERSCOTCH CANDIES!" Done-It said.

"MY VIDEO GAMES!" Don't said.

"MY ESSENTIAL OILS!" Deep said as Eggman crash landed on the ground and Rebel's team gather around. "Mr. Doctor, are you alive? Say something!" he said and Eggman popped his head out of the mech.

"Mark my words, we're going to melt that fox." Eggman said.

Nine groaned with his head in his hands. The Prism shield started to decay, causing the dome to shrink and the crystals in the dome started disappearing.

"Every time he diverts power, the dome shrinks. He needs my energy to stabilize it." Rebel said.

Nine panted in exhaustion, but saw something below.

"Huh?" he said and watched the Scavengers make their way up to the top of the Citadel structure.

He drew three mechanical tails and The Scavengers were forced up in the air by rising crystals.

"Prim!" Silver said and Prim saw Hangry and Gnarly being flown up in the air and flew up, grabbing Gnarly while Hangry caught Gnarly's foot, rescuing each other. "The plan, it failed." he said and they all watched the paradox prism load up with power.

"We're running out of time. I need you, all of you, to listen to me." Rebel said.

"Why should anyone listen to you?" Deep asked.

"Because I know how we can win."

An annoyed Nine stood, holding his shoulder and Rebel gathered her allies together, while Nine growled in anger and fired up the Paradox energy beam once again. He facepalmed while he struggled.

"No, the dome..." Nine said and stopped firing.

"You'll never catch me, Nine. I'm too fast and you know it. Hit me with everything you've got!" Rebel said angrily.

"No more waiting." he said and the Alpha Grim Bots took off.

"Silver?" she said looking at Silver and Shadow and they all nodded.

The Alpha Grim Bots landed on the ground close to Rebel's team and Nine fired green lasers at them to clone them once again as lines of Bots run forward.

"Here they come." Rebel said and combats her Alpha Grim counterpart.

They punched her back. Rebel tackled it and noticed other Grims taking out some of her allies. Red was smacked by a Grim Amy's hammer.

"No!" she said.

As she ran away, the Alpha Grim Sonic rejuvenated. Shadow ran towards it and punched it high, causing it to crash into the ground.

"Finally. Prove your worth, machine." Shadow said and they close in on each other showing their fists.

Rebel ran over to help him, but the Alpha Grim Birdie struck her. Black tried to hit an Alpha Grim with her sword, but was punched in return. Batten and Dread were also punched in a triple screen.

"It's hopeless, run!" Jack said and he and Red ran but were encountered by the Alpha Grim Knuckles.

It punched and scooped them up in the air, causing them to scream. Rebel was dropped onto the ground with a thud, groaning and holding her head as she slowly gets up.

"Back, back I say." Red said swishing her sword which was blocked by a Grim Knuckles, which punched her back and collided into a wall.

Rebel watched as the Grim Birdies go after the Yolkomotive, which broke down.

"Ah!" Done-It said as one of the Yolkomotive's thrusters breaks off. "I'm going down!" he said and the ship crashed on the ground through the Citadel's wall and stopped by the base, powering down.

Meanwhile, Babble took on more Grim robots. As it smacked down one Grim Amy, another Grim Amy scooped him up with its hammer and he fell onto Deep. The sword that the latter was holding was scooped up in the air and stuck to the ground in front of him. A trapped Deep tried to get up but wasn't able to do so. Shadow was punched repeatedly by Alpha Grim Sonic.

"Is that all you got?" Shadow asked as a large group of Grim Sonics join the Alpha.

The regular Grim Sonics took off and approach him. They leap and dive towards him and crash into him, watched on by Rebel, who realized him in trouble.

"Shadow!" she said despairing.

With Don't running across the background, Silver and Renegade battle more Grim robots. The Grim Rouge punched Silver causing him to fall. Rebel looked at Prim and Gnarly also downed, with Prim getting hit by a flying Grim robot, laid out. Hangry collapsed into a crystal wall. Froggy, struggling, croaked and flopping down. Rebel looked at the horde of Grim Robots.

Meanwhile Nine was at the top of the tower.

"Come to me, Sonic." Nine said.

"Nine!" Rebel said and spun into the horde of Grim Robots, sending them flying.

"Finally."

Sonic peeled out to the top of the tower and landed opposite him. Then they growled and went to tackle each other.