Sonic peeled out to the top of the tower and landed opposite Nine. Then they growled and went to tackle each other when a shockwave burst from the tower, blowing them both back, but they stayed standing on the tower.

"Nine, enough. We can still end this. Whoa!" Rebel said but was forced to dodge Nine's bullet attacks. "Together." she said and dodged another series of bullets.

"Together?" Nine said annoyed and floated up while Sonic peeled out around the tower. "You only care about getting back to your precious Green Hill." he said and fired more bullets down to the edge on the tower, causing her to halt.

"I care about all of this. You, the Shatterverse, and everyone inside of it. I know you do too. And that Prism power-"

"Is my ticket to protecting my new world. Once I take the remaining Prism energy that's in you, the Grim will be saved. Look around." he said and she turned back. "You've already lost and you don't even know it. Your so-called friends won't be doing any more fighting. Meanwhile, my army has one purpose: To get your energy."

Grim Birdies flew up towards the tower and shot at Rebel who leapt off part of the structure, spin attacked one of them and landed on another, looking at Nine.

"It's gonna take more than just a few knockoff robots to slow me down." she said and jumped off at the opportune moment to defeat a Grim Birdie using its own bullet.

It spin attacked three more of them and Nine grunted as Rebel landed back on the tower. He pointed its mechanical tails and gathered energy from the Paradox energy beam.

"Need... more... power!" he said and the dome fluctuated, with purple rocks appearing in the starry sky.

Inside the tower, the Paradox Prism started shaking. On the ground, grim robots flickered and restored power.

"It's working. They're losing power." Rebel said as Alpha Grim Sonic's eyes open and she watched on while Nine kept generating prism energy.

The dome started shrinking, with battlefield crystals disappearing through the dome's edge.

"Sure you can handle all that juice, pal?" she asked and he turned turns to her, with its mechanical tails glowing white.

It shot at her, causing her to fall off the tower and scream as she headed towards the spiky crystals at the bottom of the citadel.

"Let her fall, but catch her before she hits the spire." Nine said to the Grim Birdies. "I need that energy." he said as they swoop down.

As Rebel kept falling, her shoes started glowing and she landed on appearing panel tiles to avoid the spikes.

"Huh? I didn't know they did that." she said and put her foot down. "Get ready for some fancy footwork." she said and peeled out along the tiles.

As Grim Birdies attack her, she ducked under to dodge one of them and jumped over the other one. She started spinning along the tiles and Homing Attacks both of them then peeled around towards the tower at the top of the citadel and looked at Nine who grunted.

"I never should have given you those Regulators." Nine said and shot back at her, who peeled around the sky in various directions, missing the target. "More power!" he said, generated more power from the Paradox Energy beam, and shot a series of bullets at her, hitting the target, but a tile popped up as she put both of her hands out, acting as a shield.

She held the shield and tried to hang on when another tile appeared as she stretched her back leg out. As soon as the bullets disappear, she let go, and the shield disappeared and looked at her gloves.

"Huh?" she said but shook her head and flexed her muscle at Nine.

"No!" Nine said, grunted and fired again.

Sonic peeled along the sky in a loop-de-loop, stuck his arm out and held a shield to block incoming bullets. Nine unleashed a powerful beam at her and she fell upon impact and started screaming. Behind the confused Nine, Rebel was standing on an invisible tile portraying a screaming voice.

"Splat!" she said and jumped.

Nine turned, but Rebel quickly Spin attacks him as they travel around the energy beam. They let go and Nine fired green lasers at her, holding a shield to block the attack. She ran with the shield and got closer to him. He groaned and held his head. Having run out of energy, he dropped onto the tower. Rebel, caught out by the velocity, dropped the shield and fell onto the tower as well with a thud, holding his head for a brief moment before kneeling.

"You're looking pretty tired. Sure you're not ready to give up?" Rebel asked and Nine moaned.

"Give up?" Nine said and dropped his mechanical tails. "I can't." he said, frowned and scowled as he started hovering. "You're the one who put me in this position." he said, lapsed, clenched his fists and set up his mechanical tails to generate power from the paradox energy beam.

Rebel flinched and covered her eyes while she looked up. The lighting on the Grim Robots flicker, along with the dome fluctuating in appearance. On the ground, Silver stirred and eventually got up.

"Now!" he said and punched a Grim robot while other allies got ready to battle.

Babble grabbed Alpha Grim Rouge and threw it towards Prim, who threw it over to Rebel, who kicked it down to the ground and Dread punched away a Grim Knuckles.

"Ha ha har, yeah!" Dread said and swung another Grim Bot away with his sword.

Renegade, standing on a crystal, punched two more Grim robots. Shadow spin attacked a Grim robot, causing it to collide with a Grim Birdie. A Grim Amy headed towards Thorn and Birdie, but they dodged and went head-to-head. She hammered the robot away when Birdie swooped down, carrying Thorn, and took off while Rebel watched down from the tower, delighted.

"It worked. The plan worked!" she said and started looking back nervously as Nine generated more energy from the paradox beam.

His mechanical tails glowed white but stopped and panted.

"Fully charged. Now you will feel the full force of my..." Nine said, heard a rumbling in the distance and turned to where it's coming from. "Huh?" he said tensing his hand and frowned in fury. "What?" he said and looked down from the tower.

Rebel tried to sneak in a spin attack towards him but was forced to use the shield as Nine lasers back at her. She pushed him down to the top of the tower as they continue straining.

"You tricked me. Clever. But betrayal comes easy to you. How did you do it?" he said.

"One, sneaky great plan. Two, 'cause they trusted me." she said and thought about the plan while they continued to struggle..

"I'm 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."

"And how do you propose we do that?" Silver asked.

"By letting him think he's won."

"You can't protect your world, fight me and power your army." she said and he yelled as he powered up, forcing her up in the air and the Shield started disappearing. "Whoa, whoa, whoa, whoa." she said and jumped off.

Meanwhile, on the ground, Gnarly punched his Grim counterpart on the head. Black, standing next to Rusty, jumped and swung her sword at Alpha Grim Amy. After two slashes she kicked the robot into the wall. Rusty flipped and smacked the robot down with her legs, losing its hammer. Babble grabbed Alpha Grim Rouge and slammed it down to the ground, creating a plume of dust. Shadow grunted and went after Alpha Grim Sonic. He kicked it in the air, causing it to fall face down then walked towards it and stepped on its head, looking at Nine.

"Nooo!" Nine said furiously.

Then Silver landed next to Shadow.

"We did it!" Silver said and they cheered in celebration, while Rebel smiled back at them.

"You think this is over, don't you?" Nine said and sighed annoyed.

"It is over. Now let's save the world... together." Rebel said softly. "Like old times."

"I didn't start the decay, the Chaos Council did. Then you betray me and bring everyone here to attack me." he said and sighed. "You forget who controls the Prism." he said, grunted and rose, generating more power from the Paradox Energy Beam as the dome destabilized and fluctuated again.

"What are you doing?"

"I'm accelerating the decay. Soon, you'll have no choice." he said and purple rocks floated upwards in the sky.

The dome started shrinking and bolts of energy lit up around the Paradox prism. Nine, with fully charged mechanical tails, turned and fired green lasers down at the fainted Alpha Grim Robots, reviving them completely.

"What... is... happening?" Gnarly asked.

"Huh? No!" Silver said and the Alpha Grim robots moved forward.

"Nine, this isn't you. You'll destroy everything." Rebel said but Nine ignores her and powered up his mechanical tails.

Grunting and yelling, he fired rounds of bullets at Rebel who tried to block it with her shield, but was sent flying back and fell and bounced on invisible tiles in the air, landing on his front, groaning.

Meanwhile, on the ground, the Alpha Grim Knuckles punched Renegade, Denizen 1998 and somersaults its way to punching Prim Rouge and jumped close to Deep.

"Oh, no." Deep said and flew up with his mech, but the Alpha Grim Rouge kicked him down, nose-diving back to the ground.

The Alpha Grim Amy hit Black with its hammer, along with Rusty, Birdie and Thorn. Alpha Grim Sonic grabbed hold of Shadow's arm and tossed him in the air, dropping helplessly to the ground. Nine extracted more beam energy from the Paradox Prism and fired a series of bullets at Rebel, whose shield grew bigger as the dome's background appeared and disappeared.

"You're not just destroying your home. You're destroying yourself." Rebel said while holding her shield as fires were shot.

"I'm protecting my home!" Nine said.

While still extracting, Nine unleashed a powerful beam at Rebel, wiping out the shield and causing her to fly back, landing on the invisible tiles again.

"My Grims will eliminate your friends, and my Alphas will be by my side as I do the same to you." Nine said to Rebel. "All Alphas, attack Sonic... now!" he said to the Alpha Grim Robots.

The Alpha Grim robots obey his command and head towards the citadel.

"Hold them back!" Silver said.

"Eat plasma, metal scum!" Squad Commander Red said preparing her gun and Silver and Red followed their allies towards the citadel.

The regular Grim robots ran and attacked Rebel's allies. Rusty extended her arm and grabbed Alpha Grim Amy on its legs. She pulled it back and tossed it up for Renegade to punch it. The Alpha Grims Knuckles and Sonic halt opposite Deep.

"Prepare to be amazed," Deep said and the Alphas engage in their combat posed. "then deceased by the one and only Doc-" he said and the Alpha Grim Knuckles punched and took him out, but Eggman landed behind it.

"Eat fist, brute!" Eggman said and punched the robot back.

The Alpha Grim Rouge flew up to combat Silver.

"Take her!" Silver said, kicked Alpha Grim Rouge counterpart and went after it.

The robot landed on its feet, but Hangry jumped on it and trapped its arms to the ground with his hands. Thorn and Birdie flew up to combat Alpha Grim Birdie. The robot turned towards them and shot with its beak, which Birdie dodged. Thorn jumped off Birdie and hit Alpha Grim Birdie on the head with her hammer, causing it to fall for a brief moment until Babble punched it back. The Alpha Grim Sonic ran up the citadel wall, but Shadow intercepted it with a spin attack, falling back onto the ledge and they looked at one another.

"You aren't going anywhere." Shadow said and they ran into each other again.

Shadow punched, kicked and punched Alpha Grim Sonic, causing it to fall down, but he went for it again.

Meanwhile, Nine watched as he generated more power from the Paradox energy beam. He clenched his fists and growled then yelled as he shot green lasers down at the defeated Alpha Grim Robots, causing them to rejuvenate. The Alpha Grim Amy was rebooted and ready for combat, along with regular Grim Amys and they walked towards Rebel's allies. Another beam revived Alpha Grim Knuckles, followed by Alpha Grim Rouge. It took off, turned and swooped. The Alpha Grim Birdie was also being revived and it took off.

"It's not over. His power supply is endless." Silver said.

Meanwhile, at the top, Nine extracted more beam energy, while Rebel looked at the fluctuating dome and the purple rocks in the air.

"Nine." she said and walked towards her current enemy. "We both dreamed of a better place, a better way of life. But your world is falling apart."

"A small sacrifice which I'll fix soon enough with your energy." Nine said angrily and she frowned at him.

He unleashed a laser at her, pushing her back in front of Renegade's view. She watched Dread take out some Grim robots with his sword and Renegade saw the robot fall to the ground behind him.

"Captain, lead this group. I got places to be!" Renegade said to Dread.

You heard 'em, me hearties! Button yer blowholes and drive 'em back! FULL FORCE!" Dread said and everyone war-cry and raise their weapons.

They charge towards their enemy. Jack takes out a Grim robot with his sword, while two Eggforcers punch a Grim Knuckles.

"Yes!" Don't said raising his controllers in celebration.

Deep, Dread and Rebel battle against Grim Robots. Black flipped over to dodge a Grim Amy's attack, but Rusty punched it, causing it to drop its hammer, and smacked it down. Babble hit another Grim Robot and threw a Grim Knuckles in the air for Birdie and Thorn to finish it with an attack. Gnarly punched a grim robot, back-flipped to defeat another one, and punched a third approaching Grim robot. The dome started rumbling again while the downed Grim Big thrusters from its arms, base and tail ignite. With a hole in its head, the Grim Big started to rise. Gnarly was startled by what he saw along with Black and Rusty. Babble fell over in-front of some Grim robots, while Silver looked at the rising giant robot in shock. Grim Big slowly moved forward, with the allies staring at it.

"Oh, no... Big is back!" Silver said.

At the top of the tower, Nine yelled and fired more bullets at Rebel who dodged and jumped from invisible panel to invisible panel to use as platforms, making his way next to Nine. Nine growled furiously, while Rebel panted in exhaustion. Behind Nine, Renegade quietly climbed up to one of the spikes at the edge of the tower.

"This is gonna hurt me a lot more than it's gonna hurt you." Rebel said.

"What?" Nine asked confused.

Then Renegade punched him on the back of his head across the tower, forcing him into the wall's edge and jumped onto the platform.

"I've been waiting a long time for this, traitor." Renegade said and he and Rebel looked at Nine who accompanied some Grim Robots to the top of the tower.

"Destroy the red one and bring me Sonic." Nine said and flew up. "I need his energy."

"Ah!" Renegade said angrily.

Renegade and Rebel both grunt and charge at their robotic counterparts. The two Knuckles punched into each other, blowing them back into the corner. Rebel saw Renegade fall of the tower and jumped down to save him. She lassos and tossed him back up towards the tower to defeat the Grim Robots. Nine grunted and shot and Renegade, but Rebel blocked it using a panel shield, saving Renegade again. Renegade grabbed hold of a Grim Sonic and took it down. Another Grim Sonic approached from behind and took Renegade down. An annoyed Renegade threw a downed robot into it, causing them to collide to the wall's edge.

Meanwhile, Grim Big and other Grim robots head towards Rebel's allies.

"What do we do?" Jack asked.

"We do what Sonic always does. We fight to the last one standing!" Silver said and they yelled and stood their ground while their enemy approach.

Grim Big deployed Froggy Bombs, hitting the Grim Robots and used the swinging tail attack to defeat more Grim Robots.

"Huh? Huh?" Silver said as more Froggy bombs took out more Grim robots.

The head of a Grim robot stopped in-front of everyone, along with more Grim robot parts falling. Grim Big roared then the light in the cockpit turned on and Sails and Mangey pop up through the hole in its head and wave.

"Ahoy!" Sails said.

"Hey." Mangey said.

"Sails! Mangey! You're alive! But... how?" Silver said relieved.

"There was an explosion to be sure but twas nothing we couldn't fly away from. Mostly." Sails said and they both spun their tails. "Orders?"

"Stay on top of the Grim-bots and stay safe. The rest of you, remember the plan. Take out the Alphas and the others fall."

"You heard her, Mangey. Light 'em up!" he said and pushed the levers forward.

Grim Big deploys more Froggy Bombs at the Grim robots, with one of them knocking out a Grim Birdie in the air, and another hitting three troopers in one shot.

"Ahh, I love the smell of froggy bombs in the morning." Sails said and exhaled as Mangey chuckled.

"Hold up, Captain. With everyone distracted down here, we could make a serious run at that rock. And with that kind of treasure, we wouldn't just be legends, we would be pirate kings." Jack said to Dread and ran off.

"Me beauty." Dread said and smiled.

Meanwhile, at the top of the tower, Renegade and Rebel duck down, causing the two Grim robots to hit each other. Rebel spun and kicked a Grim Knuckles, while Renegade punched down a Grim Sonic in front of Nine.

Nine: "No! I have to have that- energy."

Nine extracted more energy from the paradox beam, causing the Paradox Prism inside the citadel to shake. The dome fluctuates once again and Nine shot green lasers in-front of Rebel and Renegade.

"Look out!" Rebel said, ran in-front of the vulnerable Renegade and put up a shield to block Nine's laser attack.

Meanwhile, Grim Birdies squawk and shot at Grim Big. The vehicle shook, knocking Mangey off his seat. Sails typed random buttons on the keypad. As soon as he pressed the big button, Grim Big's arm cannoned open out and started firing, homing into and defeating some Grim Birdies. Mangey got back up, but fell again and he Alpha Grim Birdie locked a target onto them. Sails pushed the big button in desperation. The cannons paralyze and power down. The Alpha Grim Birdie squawked as it got closer to them and prepared a bullet, while Sails panicked as they started mashing random buttons.

"Argh. That's not good." Sails said.

Eventually, Sails pushed the big button; A horde of Froggy Bombs were deployed. They blew up and defeat the Alpha Grim Birdie. As soon as the smoke cleared, Sails and Mangey looked at each other. At the same time, Silver noticed the cloned Grim Birdie vanish in conjunction with Alpha Grim Birdie's defeat. His allies cheer in celebration.

"It's working. The Grim Birdies are out! Press the attack!" Silver said.

The Alpha Grim Rouge took out Hangry and Prim. Gnarly jumped off from Birdie and punched the Alpha Grim robot into Prim, who kicked it, and broke it as it hit the ground. Thorn finished off Alpha Grim Rouge with a hammer attack. The cloned Grim Rouges evaporate, causing Deep to drop.

"The Grim Rouges are down! Don't stop! Keep going!" Silver said.

Meanwhile, at the tower, Rebel kept blocking Nine's laser attack with the shield. After a while, Nine stopped and fell on the tower. With Rebel looking worried, Renegade made his way towards Nine. Nine got up and created a dome-shaped shield to stop Renegade while he punched it repeatedly. Rebel looked around the fluctuating dome in fear as it started shrinking, with more battleground crystals rise and disappear. Then she stepped in-front of Renegade to stop him punching the dome shield.

"Knuckles, stop!" Rebel said and pointed him to the shrinking dome. "Look! We'll lose everything. I gotta get through to him."

Nine glowed himself white and unleashed an electric shockwave which hit Rebel and Renegade. As soon as they got up from the tower's edge, Nine summoned many more Grim Sonics to battle him.

Meanwhile, on the ground, Deep battled an Alpha Grim Knuckles, but the Alpha robot grabbed his mech.

"Oh, no." Deep said as it spun him around and tossed him up in the air. "Ah!"

Babble slammed into the Alpha Grim robot. It carried Catfish, took him up and kicked him away. Silver shot around it on the ground, creating clouds of dust. Catfish burnt it from behind with a hot chainsaw, defeating Alpha Grim Knuckles. As a group of cloned Grim Knuckles approach Gnarly, they vanished just as he punched and chuckled as he looked at his gloves. Rusty extended her torso and scanned the area, seeing a group of Grim Amy approach Black and Batten.

"Keep fightin', Batten! We can do this!" Black said.

"Aye aye, Capt- oh!" Batten said and was struck by Alpha Grim Amy.

Black yelled as they clash with one another, pushing their weapons forward, with Black dropping to a knee.

Meanwhile, Jack started climbing the Citadel and joined Dread while Dread looked up in amazement.

"So much beauty." Dread said.

"Instead of dying in this desolate wasteland like the rest of these sea dogs, we'll be living like kings." Jack said.

Dread turned around and looked down at Black straining against her Alpha Grim counterpart as Jack climbed further up the citadel.

"Forget them, Captain. We have to keep climbing."Jack said and kept climbing but Dread ignored him. "Come on, Captain!" he said and Dread grinned.

The Alpha Grim Amy knocked off Black's sword with its hammer and grabbed hold of her. As she tried to loosen its grip, the Grim robot's head turned to Dread gliding towards it.

"Leave her be!" Dread said.

"Dread?" Black said astonished.

Dread hit the Alpha Grim robot, freeing Black. The robot hammers down, but Dread dodged, hitting the ground instead, but it swung its hammer to knock Dread's sword off, catching it. It hit Dread with the hammer, causing him to blow back and fall on his stomach. Black hit the Alpha Grim Amy back. The sword was thrown high in the air, with Rusty going after it to try and catch it. She extended her arm and caught the sword. She threw the sword in the ground between Black and the Alpha Grim robot. She dropped in-front of the downed Dread.

"Leave this one to me." Rusty said, extended her arms and punched Alpha Grim Amy, taking it away.

"You came for me." Black said to Dread and helped him up.

Dread: "I finally realized there are things more important than a shiny rock. But you already knew that, didn't ye?" Dread said.

"I suppose I did." she said and he doffed his hat.

"For now and forever. You'll always have me loyalty." he said and donned his cap onto her, untidily and she straightened it out. "Captain Rose." he said and grinned showing his shiny gold tooth.

"Did you just call me "Captain"?"

"Aye. Now, what are your orders?" he asked and smiled.

"Grab your sword and let's dole out some pirate justice!" she said and they ran for the Alpha Grim Robot.

The Alpha Grim Amy prepared her hammer as the sensor on the Alpha's head flickered a target and a warning sign. Rusty looked up at the Citadel's Tower, then back to her Alpha counterpart.

"You don't feel anything, but I do. And that's what makes us different. My masters had me believe that Birdie gave me my inner strength and power." Rusty said and pressed a button on her chest, opening the cage, revealing Birdie who chirped as it landed on her finger. "But I know now it was another lie. Told to keep me under their control. Symbolic of my oppression." she said and let Birdie fly away. Rusty: "But I don't need this little bird for power. And this little bird needs to be free. The only thing I need is- me!" she said and extended her arm towards her Alpha Grim counterpart, but it blocked her with its hand, stopping on the ground.

The robot jumped and took Rusty's arm with it, slamming her body down to the ground. She uncontrollably rolled along the ground but managed to get up. They ran back and clash again so Rusty extended her arms again and they stick to the ground either side of Alpha Grim Amy. Then she retracted her arms, catapulting herself towards the robot and hit it, forcing it back and bumping into some Eggforcer parts. She jumped and punched down, which hit the ground, and swung her legs at the robot. Alpha Grim Amy jumped onto the crystal wall and jumped off to attack, but they missed each other and clash again. Rusty dodged a few more hammer attacks before standing on her hands and extending her legs towards it, causing it to stop. She punched it, but it retaliated back with a swinging hammer attack, causing her to lie down. The robot swung parts with its hammer at her, causing her to brace herself. The Alpha Grim robot then swung a large piece of spherical robot armor at her, causing her to fly back and roll with it towards the edge of the dome, which she soon chucked it out of the way. The robot jumped and delivered a hammer attack, but Rusty blocked it by holding onto the hammer's shaft with her hands. They push the hammer against each other and Rusty extended her legs under the robot's legs and retracted them, causing the robot to let go of its hammer and fall down. Then Rusty stood up, now in possession of the hammer, ran towards her target with the new hammer, swung the hammer and hit the robot, causing it to fly back and disappear through the dome in a wisp. Birdie flew freely towards her, and landed on her hammer; with Rusty showing affection.

Meanwhile, two auras spun into each other as the battle between Alpha Grim Sonic and Shadow was ongoing. Shadow scooped up the robot with his legs, spin jumped, grabbed the robot running in a circle, and threw it. Shadow went on the attack by punching twice but it dodged both blows. The robot rolled under Shadow's body near the edge of the dome and Shadow tried to kick the robot again but it dodged again. The robot went for a spin attack but he dodged. Then they spun at each other, flashing a white light. Alpha Grim Sonic stood, while Shadow was downed and catching his breath, trying to get up, but he dropped. Alpha Grim Sonic ran to the Citadel. On top of the tower, Renegade and Rebel were standing against a group of Grim Sonics and Nine flying.

Nine: "It doesn't have to end like this, Sonic. I just need your energy." Nine said and Rebel and Renegade prepare themselves as the Grim Sonics walk closer to them.

The Alpha Grim Sonic joined them and stepped in-front of the Grim robots so they initiate their combat poses.

"Take them down." Nine said and the Grim Sonics step forward.

Behind the duo, Shadow grunted and spun up to the top of the tower.

"We are not finished!" he said diving in mid-air.

Then he spun again and hit Alpha Grim Sonic on the tower, causing an explosion and defeating it. As soon as the smoke cleared, the cloned Grim Sonics vanish.

"No! How?!" Nine said in agony.

"I... am the Ultimate... Lifeform." Shadow said getting up breathing.

"You know who he is Nine!" Rebel said.

In fury, Nine yelled and fired different colored electric pulses at them. While Shadow and Renegade suffer and struggle from the energy, Rebel blocked the attack using her shield. Rebel looked up at the dome, which started shrinking.

"We're losing ground. Get to the Citadel!" Black said as her allies climb onto the Yolkomotive.

Renegade and Shadow continue to struggle, groaning in pain.

"He's not gonna stop." Rebel said, put away the shield and spin attacked Nine, stopping his laser attack.

They both fell, while Renegade and Shadow recover. Sonic and Nine fell together through the tower, continuing to fight each other. Then Nine hit Sonic's regulator and kicked her.