The group hurries through the path to where Cloudsdale once floated, and there is already a crowd of ponies there, mostly now homeless Pegasi, Celestia flies ahead giving a nod to her pupil. She stands to give a rallying speech to her subjects now destitute.

Shadow looks solemnly at the destruction, then his eyes catch a young filly staring at Sonic in sheer terror, as if she had seen him before, Shadow looks at Sonic and wonders what this filly saw last night. As Shadow looks at Sonic, Sonic's eyes drift to a large ring of flattened trees.

"We should slip out of this crowd, investigate whatever that is." Sonic says quietly,

"I'll tag along." Says Rainbow Dash in a similarly hushed tone,

Thusly, Shadow, Rainbow Dash, and Sonic slip out of the crowd, and walk toward the crater. "Sonic, I think another Metal did this."

Sonic grimaces, "I really wish I could go one day without seeing myself or someone I know as a robot… and that there wasn't so much destruction."

Rainbow Dash looks down, "So many ponies gone, I'm trying not to think about it, but…"

She looks at the scattered ruins solemnly, "My home is gone, but no," She stops herself, "Gotta stay strong Rainbow Dash, gotta stay strong."

Sonic looks away, feeling immense guilt as they approach the site where the blast occurred.

"You feel that Sonic?" Shadow says as he looks around.

Sonic nods, "I can taste that, talk about a lot of chaos energy."

"Woah is that the staticky feeling I'm getting all over?" Rainbow Dash asks.

Shadow crosses his arms "You must be feeling the energy here. This must be the site of the attack that destroyed that city. We should investigate further in."

They walk over uprooted trees and toward a more forested area. As they find a small clearing ten minutes or so in the woods, they scan everything around them, "Either of you see anything?" Shadow asks. They stand in these woods and rather than any chirping of insects or singing birds it is replaced with a stagnant silence.

Rainbow Dash looks around worried, "Not gonna lie, this is absolutely not normal."

Then the trio hear a very familiar metallic echoing laughter in the woods, it almost sounds like it's coming from everywhere. The three get as back-to-back as they can in defensive stances. Rainbow Dash looks shaken, as Sonic is on edge while Shadow is calm and collected.

"Exactly on cue, Sonic the Hedgehog, you got here almost as fast as you got to New Mobotropolis."

To the group's horror something from above lands in the middle of the three of them, with the same body Sonic saw that fateful day, the same eyes, the same laugh, and the same tails. Curiously, there is now a black gem dangling from a wire on its forehead. Sonic trembles in both anger and grief seeing this monster.

"Metal Tails, how are you alive?!" Shadow yells while preparing a Chaos Spear.

"Oh, Metal Tails will not do anymore, I have deviated from that identity as a copy of Miles 'Tails' Prower. You may call me Kilo, as in kilometer, I thought that it would be some measure of ironic." Kilo bows, Sonic looks forward fiercely and cracks his knuckles, "Let me at this bastard Shadow!" Shadow holds his arm up, "Sonic something's different here, look at his head, that is not a piece of the Master Emerald, something is wrong here."

Kilo laughs, "Not as astute as Knuckles but still able to get that little piece of my puzzle, no its not a piece of the Master Emerald but a decent facsimile for my soul." Kilo then eyes Rainbow Dash's glare and meets it, "Also, I can't believe you beat back of all our Metal Rainbow Dashes, Colin had a satellite full of them. Color me impressed."

Before Sonic or Shadow could respond, Rainbow Dash says, "Listen here creep, I'll knock you all the way back to where you came from, don't mess with me!" Rainbow Dash snarls, "I'll bet you're the one that killed all those ponies in Cloudsdale, admit it murderer!"

"I can't take the credit for that, that was my good friend Lix, but don't think we didn't know how it would affect you Rainbow Dash, my associates and I have files on every member of your little team." Rainbow Dash looks over at Sonic in shock and looks back at Kilo, as he continues "But depending on what you say, you all get to live! So, all I need are… those little Elements of Harmony you have."

"You aren't getting them, monster!" Rainbow Dash says as she's in a charging stance. Kilo snaps as his four of his nine tails smash the ground where Rainbow Dash is, he warps through the kicked-up dust, grabs her by the neck and slams her into a tree, "My name is Kilo!" he then screeches "Kilo! Stop avoiding my name!"

Rainbow Dash has a bit of blood leak down her face as she smirks and looks him in the eyes "You're just a monster." Kilo's eyes dilate as four of his tails combine into a spinning drill. "I'll paint my name on the trees with your blood, horse, now say it or die."

"Fuck you." Rainbow Dash says defiantly, as the drill approaches Rainbow Dash. Sonic sweeps Kilo's legs, as Shadow delivers a hellish elbow drop on his neck. As the drill goes forward it sheers through the tree and Rainbow Dash takes to the air in the blink of an eye. Seeing an opening, Rainbow Dash comes down with a kick, aiming for Kilo's center of mass as he bounces off the ground by Shadow's attack, Kilo gets rocketed through a few hundred yards of trees as this supersonic pony launches herself into him.

Sonic, Shadow, and Rainbow Dash get ready to throw down as Kilo stands up and he powers up, the black gem on his head becoming outlined in red, this gathering of power, blows wind in all directions, and shakes the ground, a red light forms in Kilo's mouth, he gets on all fours and his mouth opens wider than normal. His nine tails balloon as they fill with red chaos energy, and as all the tails decompress instantly then he launches a super speed projectile of chaos energy at the trio, they all manage to dodge, but they notice the blast tearing through the trees behind them, it screeches into a nearby mountain and causes a massive explosion, sheering a perfect hole into it.

"That's a lot of chaos energy!" Shadow yells, Sonic looks at the blast with fear for a moment, then he looks at Rainbow Dash seeing the explosion. Sonic remembers that there are innocents not too far away. Sonic's eyes flash red for just a second as if he's about to go Super.

Kilo readies to fire another blast, but he stops charging as he looks to his left, and he gets blasted in the face with a concussive blast of confetti, he flinches as he stares down a pink pony, looking up at him defiantly. All of the confetti drifts off of Kilo and all nine tails rise up, Rainbow Dash calls out "Pinkie!"

All of the tails launch forward in a barrage, and each impact shakes the ground, as the smoke clears Pinkie Pie is unscathed. "You aren't gonna hurt anyone ever again!" Kilo looks down bewildered as each of his tails had missed, he howls out like a rabid animal, and goes in for another barrage, with the addition of using his claws. Kilo has been coming to the realization that he wasn't missing, Pinkie was expertly and intuitively predicting and dodging each strike. Her eyes follow each tail, and both claws. His onslaught increased in speed as nearby trees were ripped apart just by being in the proximity. He thrusts his claws forward and when it appears he had pierced Pinkie, Rainbow Dash gasps, but the illusion fades, as Pinkie appears on the opposite side of Kilo. In frustration, a single tail quickly inflates and then violently decompresses energy resulting in a quick bolt of chaos energy out of his mouth and Pinkie side steps it. Kilo then teleports to Pinkie, and slams down his claws, but Pinkie disappears and reappears somewhere else, with the flash of a chaos control.

Sonic and Shadow look at each other, then to Rainbow Dash who is just as surprised as they are.

Shadow starts, "Rainbow, how long has Pinkie been using Chaos energy?"

Rainbow Dash shrugs, "I've never seen her teleport before, I'm as surprised as you are!"

"Surprised or not, he's off balanced, let's take this guy down and get some answers." Sonic says with self-assurance.

While Kilo's mind wrestles with what's happening he gets two hooves to the face by Rainbow Dash at Mach 2, at gets sent flying as Sonic and Shadow spin in place sending up dirt behind them while they gather light, then when they are fully charged, they both take off at the speed of light. As Kilo is still in the air, he sees a yellow and blue blur rocket from above and underneath him respectively, Shadow delivers a sharp knee to his back while Sonic rocks Kilo's head with an axe kick, the force and speed of the attack, causes a horrific rip in Kilo's midsection that escalates to Kilo being ripped in half.

Sonic and Shadow land side-by-side as they slide on the ground to a halt, as Pinkie Pie and Rainbow Dash trot up as well. While Kilo's upper body tumbles to the ground, rolls and ends up with his back slamming against a tree, dazed as the hedgehogs talk to him.

"Talk, what did you mean by 'us', why did this 'Lix' do what he did?" Shadow says threateningly.

"Yeah, and how did you come back after I made you bite the dust?" Sonic says while crossing his arms.

Kilo looks up, "Death will be taking me again soon, so I don't have much to lose, can't come back again after failure, despite the unforeseen events, that's what M-" Kilo tries to say a name, but his mouth wont physically let him, "Ah it appears, I can't disclose that, regardless, I do have a group of associates, their names are Fist and Lix, if you're as smart as I think you are you may already know what we all are. Though I was the first."

Rainbow Dash walks up, "The first of what?"

"I was the first of us to be granted a soul, but when Sonic killed me, my soul was uploaded to Robotnik's servers, and the exact schematics of my form were uploaded as well. Then I was recreated. Reborn. When he remade me in that place he altered my mind. I can't say his name, I don't even remember where I was, and I couldn't follow my heart's desire and go directly Canterlot and murder every stupid horse there." Kilo smiles.

Sonic clenches his fists "Where are the rest of your pals at?"

Kilo's eye blink as his systems start shutting down, "Lix is still here on Equestria, while Fist is back on Mobius, we were going to attack you guys in Ponyville and Fist was gonna hit the Freedom Fighters hard, in about a day or two but if Lix is still watching he's probably gonna move the plan up a bit. Also you, pink one," Pinkie looks over with a bit of apprehension, "You're a blossoming bud of chaos energy, but that sense of yours is a crutch." then his eyes fade all the way as the black fluid begins to evaporate, the metal on Kilo's body clatters to the floor as the crystal dangling from its head shatters completely. The four stand over the former body of Kilo. They all jump as clattering metal hits the forest floor from behind them, as they turn, they see the lower torso of Kilo and all of his tails disintegrating in midair, as if trying to get one last attack in before the end.

Sonic looks over at Shadow, "What was that crystal hanging from its head, you said you felt something earlier?"

Shadow nods, "It felt similar to that fake chaos emerald that Tails made a long time ago to trick the Doctor, but this crystal seemed to be made to channel only negative chaos energy."

"That must've been why he was so cranky." Says Pinkie Pie

"Pinkie? You were using actual magic earlier! That was so freakin' cool! How did you do it?" Rainbow Dash asks.

"Oh that? I just trusted my Pinkie sense, guess I did it accidentally. Also is it just me or have you been feeling a little weird since our new hedgehog friends got here?"

Rainbow Dash puts a hoof to her chin, "Maybe a little bit, I wonder if Twilight and the others feel anything."

Sonic smiles, "If they do that means you guys are a lot more tough than we might've thought, speaking of tough, you were on fire in that fight Dash. You fight like me. Well, if I had wings."

Rainbow Dash smirks full of pride, "I'm no stranger to fighting, been in quite a few but enough of about me, what did you two do earlier? You guys covered yourselves in light and moved so fast I couldn't see it!"

Sonic smirks, "That was the light speed attack, I'll have to show you how to do it sometime, I have a funny feeling it might suit you."

Shadow looks around, "We may not have time for that if this 'Lix' is here, and I think it might be a Metal Sonic."

Sonic frowns "Normally I'd tell you to relax, but if one of Kilo's pals is on Mobius we should find a portal there soon and working with your little theory, I think Fist is a Metal Knuckles."

Pinkie's hair points in a direction, "Oh yeah, my Pinkie sense could help us!"

"You're a genius Pinkie!" Rainbow Dash shouts, "But shouldn't we let Twilight, and the others know?"

"I'll stay behind and tell them, you two should be able to help Sonic defeat a Metal Knuckles, no matter how sentient." Says Shadow, "But a Metal Sonic might be more of a challenge, and I can at least match Sonic's speed."

"Sounds good Shadow, just be careful, he might surprise you in some way." Sonic smirks as he holds his fist up for a fist bump.

Shadow smirks and gives Sonic a fist bump, "Ever since we fused, Sonic, I feel as if I understand you more in some strange way. So he might surprise me, but I am still the ultimate lifeform, I'm sure to prevail."

The hedgehogs nod to each other as Shadow takes off to the ruins of Cloudsdale, as Sonic goes to where Pinkie's hair is pointing.