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"Alright Shadow, time for me to finish this!" Sonic said, getting into his own fighting stance.

"Before this is over, I'll show you the true power of Chaos Control!"

"Keep heading towards the core." Sonic said to Miles, who was about to draw his sword. "I can handle this faker."

"I don't think so," Shadow said, before disappearing from site. Using Chaos Control, he bent time so he could attack the fox before even Sonic could react. Or so he thought. Sonic got between Shadow and his target, punching the cyborg hedgehog in the face. Meanwhile Miles had headed down the corridor behind them. "So, you've picked up a few new tricks." Shadow said, steadying himself.

"Looks like it. After all, I am the fastest thing alive!"

"We'll see how true that is soon enough, but as for your friend," Shadow said, snapping his metallic fingers, which made a high ring. Out from the space where Shadow himself appeared came a large humanoid robot, propelling itself forward with two jets in its back. "Omega here will take care of him… again."

"AFFIRMATIVE! THE MEATBAG WILL NOT ESCAPE ME THIS TIME!" Omega declared, before blasting off after Miles.

"Now, where were we?" Shadow asked, turning his attention back to Sonic.

"Right here!" the blue hedgehog replied, once again punching Shadow in the face. However this time he quickly recovered and spun around, delivering a powerful kick to Sonic's side. Sonic stumbled, but jumped back as Shadow spun around and tried to kick Sonic again. As his foot passed Sonic, Shadow activated his hover shoes, burning Sonic's chest. Sonic yelled in pain as the heat seared his skin, but he regained his composure in time to duck Shadow's punch and hit Shadow with a few quick jabs to the gut before hitting him with an uppercut. Shadow was thrown back, but stopped himself in the air.

"You fight surprisingly well blue hedgehog."

"I guess I've picked up a few moves with all the times I had to beat some sense into that Knucklehead."

"Do you speak of that echidna? It really is unfortunate what happened to his island."

"What are you talking about? What happened to Knuckles?"

"You don't know? Well, I guess it won't matter soon anyway." Shadow again activated Chaos Control, dashing down through the air. Sonic barely reacted in time to throw up his arms, blocking his opponent's homing attack.

"How are you using Chaos Control without a Chaos Emerald?" Sonic asked as Shadow bounced off of him and landed a few feet away.

"These robotic parts due come with a few enhancements," Shadow replied, holding up his robotic hand. Panels in the back of his hand opened up, revealing a small green gem of a similar shape to a Chaos Emerald. "This is a fake emerald developed by Robotnik, similar to the one you used, but with far more concentrated power."

"So much for "no way using a fake emerald", eh faker?"

"I meant for a simple hedgehog like you. But it's a different story for the Ultimate Life form!"

"We'll see about that!" Sonic said, dashing towards Shadow and launching a barrage of punches at all different parts of his body. Shadow moved from side to side, twisting his body to dodge most attacks, blocking those he couldn't. Eventually Sonic attempted a roundhouse kick, but Shadow caught his leg, pulled Sonic off balance, and threw him towards the far wall. Sonic spun around in the air and stopped with his feet on the wall. He then launched himself back at Shadow, rolling into a ball for a homing attack. The black hedgehog deflected the attack, sending Sonic into the ceiling. Shadow's hand then began to glow, and pointing it at the hole in the ceiling he yelled, "Chaos Spear!" Five small yellow bolts of Chaos Energy shot from his hand into the hole, streaking through the air like lightning Shadow smirked, but it didn't last as Sonic soon kicked him in the back, sending him crashing into the wall. "Miss me?"

Shadow stepped out of the small hole in the wall and immediately ran towards Sonic, launching his own flurry of punches. Sonic dodged and blocked them, trying to throw in his own attacks too. But with the speed Shadow was moving Sonic was having trouble aiming at his non-metallic parts, where he knew he could cause the most damage. "If I could just slow him doAUGH!" Shadow managed to land a fist right to Sonic's forehead, sending him flying. Sonic slid along the smooth floor a few yards before stopping himself and jumping to his feet. He jumped to the side to dodge Shadow's high speed punch, and then ducked as Shadow made a sweeping kick. Sonic caught onto Shadow's ankle and pulled him into the air before slamming him into the ground. Shadow tried to swing his leg up and hit Sonic, but he jumped back and dodged the kick and the following blast from Shadow's hover shoes. Seeing them reminded Sonic of his earlier burn, but when he moved his hand to gingerly touch the spot he didn't feel any burn. "What the… woah!" Sonic barely looked up in time to dodge the larger single Chaos Spear Shadow had just thrown. He rolled to the side to avoid Shadow's punch, spinning around on his hands and catching Shadow with his feet, sending him off the edge of the room. Sonic got to his feet and turned to face Shadow who was floating by the wall.

"Time to put this to an end!" Shadow said, his hand glowing again. "Disappear!" Shadow waved his hand, sending out another barrage of energy.

'Great, how am I gonna dodge this? Wait, they're moving slower than before,' Sonic thought as he saw the Chaos Spears streaking towards them. He jumped back as the first impacted the ground where he had just stood, then dove to the side to avoid the next two before rolling forward and right to dodge the last of them. "Hah, looks like your attacks are losing their juice, faker!"

"There's no way you could have… this is the ultimate power!" Shadow yelled, as he started to glow red. Sonic tensed as he felt Shadow's charged energy. As it reached its peak, Shadow began to call his attack, but suddenly stopped. "Of course, right away sir," Shadow said, but to whom Sonic couldn't tell. The Ultimate Life form turned his attention back to Sonic. "It seems I need to deal with some other intruders. As much as I'd like to finish you myself blue hedgehog, Omega should be capable of doing the job. Assuming he's already done with your friend, that is!" Shadow began laughing before disappearing in a flash of energy.

"Shadow, wait!" Sonic called, but it was too late. "Great, he's probably headed for the control room. We need to get to the core, now!" Sonic ran down the hall towards Miles. He eventually found them in a room with a floor with the yellow core fluid rushing over it. Miles was clearly injured, but he had managed to cut off one of Omega's arms.

"Sonic, perfect timing! I just need a little help finishing this guy off."

"SONIC THE HEDGEHOG. DATA BANKS SHOW THAT HE WAS KILLED TEN YEARS AGO. CLEARLY THIS HEDGEHOG IS NOT HIM, BUT SHALL BE ELIMINATED REGARDLESS." Omega said, turning his remaining arm towards Sonic, machine gun armed.

"Oh yeah?" Sonic crouched down and began to charge a spindash as the barrels of Omega's gun began to spin. Sonic launched himself as Omega began firing, tearing straight through the last of the E-100 series machines. "Who's eliminated now?" Sonic said as Omega collapsed to the floor and exploded.

Miles sheathed his sword and walked over to Sonic. "Nice work. What happened to Shadow?"

"He said he had to go take care of another group of intruders. I have a feeling he's headed for the control room."

"Then we need to hurry. The core should be just past here." Miles switched on his communicator. "Rouge, we're almost to the core. Is the cannon ready to fire?"

"Cannon is fully charged to fire on command, but the computer is picking up some weird energy already. You haven't activated your device?"

"No… but that might be caused by Shadow."

"Shadow?!"

"He's alive, and we also believe he might he headed towards your location, so be ready. We're heading into the core now."

* * * * *
"So, Shadow is alive," Rouge said, staring down at the floor. Her thoughts were interrupted as Sogeki called from below.

"It looks like we have company," he said, tensing up and moving his gun slightly. "I have them in my sights." He fire off a round, the bullet piercing the air. But just as he pulled the trigger, the target disappeared. "What? Where did he go?"

"Right behind you," Shadow said, picking Sogeki up and throwing him straight out the room.

"It's you, that black hedgehog," Amy said, tightening her grip on her hammer.

"Shadow," Rouge said, locking eyes with her former "teammate".

"Rouge the Bat, how nice seeing you again. Thank you for all the help you've given the Empire."

"I never would've helped you if I wasn't under orders from the President to spy on Robotnik!"

"You thinking I'm talking about ten years ago? No, I mean the years since then, leading up to this very moment. You're such a good spy even you don't realize it."

"What do you mean?"

"What do you think happened after Robotnik captured you? All you can remember is witnessing flashes of horrible things, and then you just wake up in a New Central City hospital nearly a year and a half later. What do you think happened in that time?"

"I… I… I don't know… what are you talking about Shadow?" Rouge stammered for a moment, before regaining her focus.

"I'm talking about how you've serving Robotnik by being his personal spy and flushing out all of the remaining civilizations that haven't bowed to his will."

"There's no way… how is that possible?"

"It's simple enough. He planted devices in you that kept you alive, let him know where you where, what you saw… and then he let you wander the world, finding small hidden villages here and there, until you stumbled upon Subagri. It was unfortunate you got yourself locked up before we could gather more data, but at this point it doesn't matter. And with your mission complete," Shadow said, his hand beginning to glow. "The Empire has no need for you." Shadow swung his arm, sending a single Chaos Spear straight through Rouge's chest. The bat collapsed against the control console, still barely clinging to life.

"Shadow!" Amy yelled jumping into the air and swinging her hammer at the evil hedgehog. Shadow simply threw up a hand, seemingly blocked Amy with a wall of Chaos energy and throwing her back towards where Rouge sat, gasping for breath.

"Shadow… I was… wrong… about… you… You really… are… the… Ultimate Life form…" Rouge shuddered, her entire body shaking as she fought to hold on. "And you… always… talked… about… Maria… but think… what would… she… really… want… Shadow…" Rouge's voice faded out along with her life, until she collapsed limp on the cold ground.

"Maria…" Shadow said to himself.

"Shadow, why are you doing this? Why do you serve Robotnik? Why not help us end all this suffering?" Amy asked, slowly getting to her feet.

"There's no point in me helping you. There's no way you can save anyone."

"You're wrong! We'll stop Robotnik and save the people of this world!"

"Why bother? The beings who inhabit this world are fools who care only for themselves!"

"Sure, people are selfish, and they fight over the most trivial things. But I know that deep down everyone is basically good. They just need to follow their heart, and never give up on their wishes! That's what gives them a reason to be happy! That's what gives us a reason to fight!"

"A reason… to be happy?" Shadow asked. He fell to his knees, grasping his head as long suppressed memories raced through his partially robotic mind. "Maria…"

"Shadow, I beg of you, please do it for me… for a better future! For all the people who live on that planet… give them a chance to be happy… let them live for their dreams. Shadow, I know you can do it. That's the reason you were brought into this world. Sayonara, Shadow the Hedgehog."

"That's what I've promised her and I must keep that promise," Shadow said, slowly getting to his feet. "That's what Maria wished for."

"Shadow?"

"I've got to go now! I've got to keep my promise to Maria… and you," Shadow said, before disappearing in a blast of energy.

Amy stood there for a moment, confused by what Shadow had just said. As she came back to her senses, she knelt down by Rouge and laid her on her back. Strangely, she seemed to have a faint smile on her face. But maybe she had just known what Shadow would do. Standing back up, Amy turned on her radio. "This is Amy. Rouge… is dead. Shadow killed her. But then, something happened to him, and he disappeared. He said something about keeping a promise… but I have a feeling he's changed for the better."

* * * * *
Sonic and Miles dropped off of the yellow waterfall and landed on a stone platform. Looking around the room yielded in an interesting surprise. "This is the core? It looks like the Master Emerald shrine on Angel Island!" Sonic said when he saw the structure at the far side of the room beneath a strange bulbous device.

"They probably designed it like the shrine to better harness the power of the Chaos Emeralds. Which will only make my machine work better," Miles said, pulling out the device which was about the size of a basketball flattened on one side.

"Then let's hurry!" The two started to run down the stone path, but as they reached a circle halfway to the pseudo-shrine the bulbous machine began to move, and the voice of a worn, old man rang out in the core chamber. Miles recognized as the one he had heard when he was last on the ARK. It was the voice of Professor Gerald Robotnik.

"All of you ungrateful humans, who took everything away from me, will feel my loss and despair!"

"Something's coming!" Sonic said as the voice clip began to repeat over itself as holographic images of the Professor's final video flew out from the machine hanging over the pseudo-shrine. Sparks of electricity began to flow out, and suddenly a massive creature formed in the air. It let forth a fowl roar reminiscent of Perfect Chaos, silencing Gerald's death threat. The creature dropped to the floor in the center of the circle, blocking Sonic and Miles's path. The two got ready to fight, but were surprised to once again be interrupted by a voice from behind them.

"Leave this one to me," Shadow said as he strolled past the two straight towards the creature.

"Shadow, what…?" Sonic began, but he was cut off.

"This is the prototype of the Ultimate Life form. It's hard to believe but I suppose you could consider this beast my "older brother"." Shadow turned back towards Miles and Sonic. "I'll take care of this, while you run to get the Chaos Emeralds!"

"Okay Shadow, we'll leave this one to you," Sonic said. "Let's go."

"I don't fully believe you're on our side, Shadow," Miles said.

"I can understand if you don't trust me… I just killed my former ally after all," Shadow looked raised his hand, staring at the fake emerald embedded in it before clenching his fist. "But if these hands must kill, then I will use them to destroy all the evil the Professor has created!" The beast released another growl, swinging its head toward Shadow in an attempt to catch him in its mouth. "Now go!"

Miles nodded and he and Sonic made their way around the creature on the other side while Shadow distracted it. He threw a Chaos Spear, only for it to bounce off the prototype's body. "So, you have invulnerability. Perhaps that glowing red device on your back!" Shadow threw another Chaos Spear, this time at the machine on the prototype's back, but it was once again deflected. "Long range attacks seem ineffective," Shadow said as he rolled under a black ball of energy fired from the prototype's mouth, and jumped over another that was low to the ground. After using these, the prototype paused, panting for breath. Shadow ran towards it, and grinded up the rails that ran along its neck up to its back. He jumped into the air as he reached the top of the machine, and began to charge energy into his fist. With a burst of speed he slammed a Chaos-fueled punch into the glowing red dome of the prototype's life sustaining device, smashing it. The prototype roared and thrashed as Shadow fell back to the stone platform. The beast turned towards Shadow and let out a roar. Just as he had hoped it would.

"Here I come, you ugly prototype!" Channeling all his Chaos energy, Shadow blasted straight down the prototype's throat, tearing through it and blasting out of the top of its back, as he grabbed onto the edges of the broken machine, Shadow focused his energy a final time. "Maria, this is what you wanted right?" Shadow said as everything around him began to glow. "This is my promise I made to you… Chaos Control!" With a final massive wave of energy, the prototype, and Shadow, disappeared.

"They just disappeared," Miles said, as he and Sonic stared at the empty space in awe. "Is that the true power of Chaos Control?"

"He really was the Ultimate Life form," Sonic said as he and Miles turned back towards the pseudo-shrine. "Sayonara… Shadow the Hedgehog…"

Once they reached the top of the replica relic, Miles got to work setting up his machine right where the Master Emerald would have gone on the real shrine. Within a few minutes he was done. "The Chaos Disruptor is set. Amy, set the cannon to fire."

"Cannon is set to fire in five minutes. Initiating countdown now."

"Alright everyone, you heard her. Five minutes till the cannon, then five more till our charges go off. Drop what you've got left and get out of here, our mission is done." Miles turned to Sonic, smiling as he ended his communication. "It's finally over. Let's get out of here."

"You go. I still have unfinished business."

"What do you mean?"

"I'm gonna find Eggman and personally make sure he gets what's coming to him."

"Then I'm coming with you! I've been waiting ten years for my chance to finally pay back Robotnik!"

"No, this isn't your fight. Let Eggman be my problem. You need to get out of here and live on, and if you go after Eggman you won't have time for that."

"But what about you?"

"Me? I'm already dead!" Sonic laughed, placing his hands on Miles's shoulders "I've had a revelation since this battle started; live and learn, you know? And I know that it's not your destiny to seek revenge. You need let go and move on with your life. I'm counting on you, Tails."

"I…" Sonic's young fox friend was at a loss for words, his eyes begin to water, though he fought back the tears. Finally he sighed, and then looked up at Sonic with determination. "You can count on me Sonic. I won't let you down," he said, taking a step back. "So don't let me down!"

Sonic just smiled and gave a thumbs up, then watched as his friend ran down the stone path and flew back up the way they had come. "I know you won't let me down, buddy. And now… I've got an Eggman to find!"

* * * * *
ARK: Research Lab
Cannon Countdown: 3:00 minutes

Sonic stood in front of the gray metal door. Ten years ago he walked through this door to confront Eggman. Ten years ago he tried to use Chaos Control with a fake emerald. Ten years ago his gamble failed and he was killed. Ten years ago something happened which saved him from actual death. Ten years later he awakened in Green Hill. Ten years later he intended to finish this battle.

As the door slowly slid up, Sonic entered the dark room. As the door closed behind him, he was greeted by the familiar voice of his arch-nemesis. "You're pretty persistent for a hedgehog, aren't you? You're still alive, huh?"

"Ha, just letting Knuckles pilot that shuttle we took was more dangerous than you could ever be!"

"Ah yes, your friend Knuckles. It's most unfortunate what happened to him, and his home. But I suppose you wouldn't know about that, would you?"

"Oh, I know what happened to Knuckles. And I know what you did to his island. And I know everything you've done to everyone else on this planet."

"So you know everything now, is that it Sonic? Then I suppose it's no surprise you were able to find me."

"I would've found you even if I hadn't figured everything out. It's just your style to make your command room in the place where you finally defeated your biggest enemy. But that didn't last long, eh Eggman?"

"No, it didn't," Robotnik said and suddenly the lights in the room turned on allowing Sonic to finally see the one he was speaking to. Strangely, even in ten years, Robotnik's basic appearance hadn't changed much, his usual outfit now fitting large shoulder pads and a cape befitting his empirical image. However, his body seemed to be hooked up to the various machines the lined all the sides of the room, with cables and wires extending out from his throne. And while it was not visible on the outside, his presence had changed. While long ago he gave off an air of confident genius, achieving to one day rule the world, he now gave the feeling of a broken, twisted madman corrupted by power. "I would very much like to know how you survived."

"That I can't quite figure out. I tried using Chaos Control with the fake emerald, and something weird must have happened with the Chaos energy. I wound up in this weird limbo, space, but after Knuckles used his power as Guardian to destroy the Master Emerald, all the energy that was released broke me out. And I now know my purpose for coming back."

"And what is that?"

"To destroy you. Once and for all."

Robotnik let out a twisted laugh. "Destroy me? You sound so serious Sonic, it's not like you! But I suppose time changes people. But if it is a fight you want… it's a fight you'll get." Robotnik pressed a series of buttons on the arm rest of his throne, then stood up, his body shifting and changing as pieces of his throne began to move. "I should warn you though; I've made some changes in the years since we last met." Within a few moments, Robotnik's body had transformed and become encased in a battle mech bearing his likeness, with a checkered wrecking ball on one arm, a shield on the other, two shoulder mounted missile launchers, and two wrist mounted laser blasters. "Get a load of this!" Robotnik declared as he showed off his latest "creation". "It's too bad you don't have the Chaos Emeralds with you to activate your super form."

"I don't need those to beat you," Sonic said, placing a hand on his chest. "Besides, I've picked up a few tricks of my own." As Sonic pulled his hand away from his chest, he revealed a glowing symbol in the image of the Master Emerald.

"Hah, so you have, but it still won't be enough to stop me!" Robotnik began to swing the wrecking ball around in small circles, building up momentum. Suddenly, the entire room seemed to shake. "That must be the Eclipse Cannon firing. Seems you don't have much time to spare."

"I'm not leaving until you're finished!" Sonic said, and then dashed towards Robotnik. Robotnik threw the wrecking ball at Sonic with ferocious speed, but the hedgehog simply jumped to the side, letting the checkered sphere fly past him and smash into the floor. With the chain tight Sonic buzzed straight through it, cutting it off from Robotnik's arm. Robotnik began to launch missiles at Sonic, but he moved between them with speed even Robotnik was surprised by. But for Sonic, he had simply slowed down time. Grabbing onto one of the missiles he spun around and sent it flying right back into the launcher it came from. But he hadn't seen the lasers Robotnik had fired and was hit in the shoulder and knocked back, breaking his Chaos Control.

As Sonic fell to the ground, Robotnik continued firing missiles from the remaining launcher. Sonic barely got to his feet in time to jump up, dodging the missiles. The force from their explosions helped push Sonic through the air, landing a well timed homing attack to Robotnik's head just as the ARK was shook by another tremor. Sonic tried to hit Robotnik with a kick, but Robotnik threw him off with his shield arm. Sonic landed and slid back a few feet, before building up speed in a spindash. He shot forward, and Robotnik brought up his shield to block, only to get hit from behind. He stumbled forward, but regained his balance and turned around. However he was too late to block Sonic's next attack, and his shield arm was broken off. Robotnik began to fire more lasers from his remaining arm, but Sonic weaved between them and cut off the hand of his remaining arm. Before Robotnik could do anything else, Sonic began to spin around him, building up a whirlwind, before slashing off his legs and sending him flying back to where his throne once was. The power of Sonic's attack had ripped off much of the extra armor, revealing Robotnik underneath. Sonic slowly advanced on the helpless tyrant, as the room continued to shake violently.

Stepping up onto Robotnik's metal chest, Sonic looked at the now exposed face of his longtime enemy. "The suffering you brought this world ends here. And while I may have told Tails to move on, that doesn't mean I can't have my own vengeance." Raising his fists, they began to glow with green energy. "This is for all the lives you ruined! This is for the world you destroyed!" Sonic yelled, emphasizing his points with a fist to the face. "This is for forcing Knuckles to destroy his home! This is for using Rouge for your selfish plans! This is for turning Shadow into a monster! This is for killing me!" Sonic paused to take one last look at the bloodied face of his enemy. The ARK was shaking more and more violently, pieces of equipment falling off the walls of Robotnik's throne room. Sonic began to channel the last of his energy. "This is for making Amy cry!" Sonic stabbed his fist through Robotnik's chest. "And this is for everything you've done to Tails!" Sonic stabbed his other fist into Robotnik, then his entire body started to glow. "Game Over, Robotnik!"

* * * * *
Outside, everyone had made it out safely and gathered at the rendezvous point. Amy and Sogeki had carried Rouge out, knowing that she still deserved a proper burial. She lay behind them under Hellsing's coat. Everyone else stood on the edge of the skyscraper's roof, watching as the explosions appeared from all over the ARK, and the dome began to collapse in on itself.

"Miles, Sonic hasn't made it out yet," Amy said, as the explosions grew more powerful.

"No, he made it," the fox said, as he saw something shoot out from the top of the ARK, exploding then disappearing in a flash of blue. "He did what he came to do, and he got what he truly deserves."

"What do you mean?"

"A hero's death," Tails said, putting an arm around Amy.

"Miles…"

"Amy, call me Tails," the fox said, giving Amy a smile not unlike the one that belonged to his hedgehog friend and mentor. "That's what he used to call me."