Sonic stood impatiently in the emerald room tapping his foot. The battle against the Black arms was going horribly. They somehow acquired six of the seven chaos emeralds since their arrival. Now the G.U.N. headquarters was the only thing left standing in the way of the Earth's destruction.

"Hey commander. Are you sure that thing can take on the black aliens in the event they penetrate the defenses?" Sonic asked.

"I'm positive Sonic. Diablon may not be 100% complete, but it's the most powerful weapon we've got." The Commander's comm. link went off and he answered it. "This is the Commander. How is our defense?"

"We're getting our asses kicked here! They're getting close to the emerald room and –ahhh!" The communicator went dead. The doors to the emerald room opened and Rouge stepped inside. She took a few steps towards Sonic, but fell to the floor. Sonic ran to her side and turned her over.

"Oh my God, Rouge," He quietly said taking in the sight of her. Her left eye was swollen shut and her chest was bleeding freely right where her heart was. There were multiple cuts on her arms and legs and her wings even had holes through them. "Rouge, what did this to you?"

Rouge opened her eye and managed to say, "It was…Shadow."

"What!? Shadow did this to you?"

"He's turned his back on all of us. If he gets the final emerald it will mean the end of the world. You have to stop him." And with that Rouge breathed her last. The door to the emerald room opened up once again this time revealing the figure of Shadow.

"Out of my way sonic," He said causally as if Sonic wasn't really a threat.

Sonic refused to stand aside. "Shadow. I can't let you go. Not like this."

Shadow began to laugh lightly; remembering the events of the past few days. All the humans that tried to kill him, but when he had them down they actually tried to ask him for mercy when they would never grant that to anyone else. "Alright. I understand. I was born to bring order to the humans. These humans. They don't care about life. They're going to pay. Pay with their lives for what they've done. Sonic if you try to stop me I'll destroy YOU too." Sonic raised his fists in a bring it on matter.

Sonic dashed at Shadow, who jumped over him and went straight at Diablon. He fired a concentrated laser beam at Shadow, which he spun in the air to dodge. Shadow landed and threw back his elbow hitting sonic in the face. Sonic flipped in the air and hit the ground hard. Shadow turned back to Diablon, however, Sonic got back up tackled Shadow. He quickly began to pummel Shadow with a flurry of punches, which Shadow managed to stop with his own two fists. He knocked Sonic's hands away and head butted him. Sonic got off him and fell a few steps back. He took a running start and initiated a homing attack. Shadow mimicked Sonic and the two attacked each other in the air.

"Thanks for the boost Sonic!" Shadow shouted slamming his foot into Sonic's face and using that to gain height. Now high enough to reach Diablon's head Shadow went berserk on it.

"Hold still you devil!" The Commander shouted trying in vain to hit Shadow. He activated the robot's shields throwing off Shadow's attack. "Charge complete. Anti-matter cannon-Fire!" A shock wave flew out from around Diablon. Shadow placed his arms around his eyes as he was hit by the blast. He crashed into a crate and picked himself up.

"So, are you ready to give up Shadow?" Sonic asked wanting to end this.

"I'm just getting warmed up," Shadow began to glow red. "Death to all who oppose me!" Shadow appeared in front of Sonic in only a second and slammed his fist into Sonic's chest. He felt his body jerk some from the blow, but Shadow wasn't finished there. "Chaos Blast!" An explosive shockwave blasted out from Shadow throwing Sonic and Diablon into the nearest screen; crashing into it full on. Sonic held on to Diablon as he would've fallen into the water if he hadn't. Diablon floated back onto the platform and Sonic hopped off still feeling a little fried from Shadow's Chaos blast.

"Sonic hold on," Tails voice came over his wrist communicator. "We're all on our way to help you!"

"Thanks buddy." Sonic went back on the attack dodging Shadow's spin kick and punched him across the face. Shadow jumped back a few feet and sped over towards a broken crate to grab a gun.

"Do you really think that toy can stand against the might of Diablon!?" The commander furiously shouted. "Anti matter canon-fi"

"Chaos Control!" Time came to a halt for Shadow and he spun with all his might at Diablon's core. While still in Chaos Control Shadow shot Sonic in the side before allowing time to resume. Diablon went critical and exploded killing the Commander along with it. The Chaos emerald clearly visible in the wreckage. Sonic fell to his knees from the gun attack as Shadow claimed the final emerald.

"Finally. I've got all the Chaos emeralds."

"Shadow. Why? Why are you siding with them?"

He looked at Sonic before stating, "I'm Shadow the Hedgehog, the Ultimate Life Form born to protect and serve the dark ruler Black Doom. With the power of these emeralds this world will become the dark empire. This is who I am." Shadow began to maniacally laugh urging Sonic back to his feet.

"I won't let you win Shadow!" He shouted running at him full speed. Shadow was impressed by this feet Sonic managed to pull off, but hopped over Sonic at the last second. As Sonic tried to turn around a shout rung out.

"Sonic!!!" His friends all cried out finally getting into the room. He had a hole in his chest only a few inches from his heart. For a moment Sonic stood before them and then fell to one knee. He tried to hold himself up, but the pain was too intense and he collapsed to the floor. Knuckles, Tails, Amy, Cream, Espio, Vector, and Charmy all stood dumbstruck at what they just witnessed.

"No," Knuckles whispered. "YOU WON'T GET AWAY WITH THIS YOU TRAITOR!" He roared at Shadow. They all began to charge him at once. Shadow smirked at their onslaught and sped in their direction. Knuckles threw a dynamic punch at Shadow. He easily dodged it and grabbed Knuckles writs. He tossed him into Cream and Charmy and jumped out of the way to dodge Amy's hammer. Amy pulled back her hammer and tried again. Shadow drove his fist into the hammer shattering the entire weapon. Amy's eyes widened in fear and Shadow grabbed her by the neck.

"Put her down! NOW!" Espio commanded tossing a throwing star at Shadow. He bent over dodging the star, which sank into Amy's shoulder. She cried out in pain as she pulled the star out. She passed out from the pain. Espio attempted to reach, but Shadow grabbed hold of his tail. He spun him around at top speed and throws him right into Vector stomach. Both of the two Chaotix fell unconscious.

"Shadow!" The Hedgehog turned to see the voice belonging to the only conscious one left.

"Tails. Why don't you save yourself the trouble and pain and walk away."

Tails eyes narrowed. "Never. Sonic wouldn't walk away and neither will I."

"And look where that wound him up," Shadow chuckled observing Sonic's body. He let out a gasp at the feeling of a fist meet his stomach.

"Don't ever talk that way about Sonic," Tails said in a serious tone.

Shadow smiled. "So he does have some fight in him," he thought. Shadow teleported behind Tails and kicked him in the back followed by teleporting in front of Tails to kick him in the chest. Shadow got out of the way of Tail's next punch and teleported above him. Anticipating that maneuver Tails spun his two tails nailing Shadow in the chin. He landed back on his two feet and rubbed his chin.

"This one is becoming quite the nuisance," he thought. He sprinted at Tails at a speed so quick that Tails didn't notice. Shadow took a flying kick and sent Tails crashing into several crates finally stopping at the wall. Shadow smirked while cracking his knuckles. He observed the fallen fighters. They all appeared to still be alive, but he will deal with them later. Now he must deliver the Chaos emeralds to Black Doom.

"Shadow…" A weak voice came from behind him.

"Don't you ever give up Sonic?"

"You should know me better by now Shadow." Shadow then heard Sonic actually running towards him!

"What could that fool possibly be doing. He knows that he can't…wait. The Chaos emeralds!" Shadow turned and ran towards the seven spinning emeralds. As the two picked up speed they both simultaneously said "Chaos!" They leapt towards the emeralds while shouting out "CONTROL!!!" And they both disappeared from the G.U.N Fortress.

_

Outside Space Colony Ark

Shadow and Sonic appeared just outside the giant Space Colony and transformed into their super forms.

"Brings back memories doesn't it?" Super Sonic asked referencing their battle with the biolizard.

"Yes, but only this time it will be YOUR passing that will be mourned!" Super Shadow fired back.

Can you feel life movin' through your mind,

Ooh, looks like it came back for more!

Yeah yeah yeah!

Can you feel time slippin' down your spine,

Ooooooh, You try and try to ignore!

Yeah!

The two glowing hedgehogs flew at a speed faster than light and made an earth shattering collision. The two struggled with their hands locked. Shadow shoved Sonic away from him and gathered the power of chaos. "Chaos Blast" The blast caught Sonic and sent him toward the Ark. He covered his face to shield it from the impact as he crashed into the bottom of it. Shadow reappeared behind Sonic and began to pummel him. He didn't allow Sonic the chance to recover; Sonic felt everything spin as Shadow continuously hit him. After being hit for what felt like the millionth time Sonic took a gamble and threw out a random punch. He smiled at the feel of his fist nailing Shadow's face. Shadow spun back, but stopped himself. Sonic began to feel weak. This transformation wasn't going to last much longer. He needed more rings. Almost right on cue, Dr. Robotnick's voice came over Sonic's wrist communicator.

"Can you hear me Sonic? There should be a supply of rings inside the Ark's central control room."

"Thanks Doc," Sonic replied while feeling slightly weird thanking his arch-nemesis. "Hey Shadow. Catch me if you can!" Sonic challenged blasting off towards the Ark.

"Get back here you coward!" Shadow yelled going after him.

But you can hardly swallow,
Your fears and pain.
When you can't help but follow,
It puts you right back where you came.

Live and learn!
Hanging on the edge of tomorrow,
Live and learn!
From the works of yesterday.
Live and learn!
If you beg or if you borrow,
Live and learn!
You may never find your way.

Whooooa, yeah!

They sped through out the rooms of the Ark. Shadow began to gain on Sonic and started to gather power in his hands. Sonic was wise to Shadow's attack and stopped dead in his tracks. Shadow flew past Sonic and looked behind him. He turned his head back around and was about to change direction when he noticed he was heading straight for a wall, which he smashed right through.

"Always pay attention to what's in front," Sonic laughed in his mind as he heard the sound of Shadow crashing through several more walls. Shadow finally stopped himself and came to a hard crash landing. Shadow began to feel weak. He needed more rings. He got back up and flew for the central control room of the Ark where he spotted Sonic. He flew behind Sonic and grabbed him from behind and began crushing him. Sonic struggled to get free, but Shadow's grip was too great. An idea sprouted into Sonic's head suddenly.

"I hope this works," he thought. "Chaos Control!" He teleported out of Shadow's grip. "You aren't the only one with Chaos powers at his disposal," He told Shadow. Shadow's face scrunched up in anger; he balled his hands into fists. He flew at Sonic and delivered a lighting fast punch at Sonic hurtling him through the Ark and back out into space. Sonic's head hurt like hell. Even with the energy boost from the rings he still felt weak.

"CHAOS SPEAR!" Shadow called flying out of the Ark. Sonic spun himself around at a dynamic speed that bounced the spear back at Shadow. He groaned out in pain from his own attack. The two of them flew at each other once again creating a collision so great it could actually be felt on Earth.

"Come on Sonic. We're all counting on you! You've saved the world before and you can do it again!" Tails cheered Sonic on through the communicator.

Sonic smiled at the thought of his friends cheering him on.

There's a face searching far, so far and wide.
There's a place where you dream you'd never find.
Hold on to what if?
Hold on to what if?

Live and learn!
Hanging on the edge of tomorrow,
Live and learn!
From the works of yesterday.
Live and learn!
If you beg or if you borrow,
Live and learn!
You may never find your way.

"You hear that Shadow? My friends are all rooting for me. That will always be the biggest difference between you and me!"

"You really think your friends can give you the strength that you need to overcome me!?"

"It's worked before," Sonic said with a cocky smile. Shadow flew back at him throwing another quick and deadly punch. Sonic deflected it and punched him in his throat. Shadow sped through space and stopped just above the Ark. His breathing became slightly shallow. His fury boiled within him. Shadow saw Sonic come at him at an incredible speed. Shadow only smiled and used Chaos Control on final time. Sonic was only a few inched away from him. Shadow held up his hand and allowed time to resume. Sonic flew right into Shadow's grip and couldn't break free. Shadow punched him severely in the chest. Sonic felt too weak to teleport out of Shadow's grip so all he could do was hold on. He was losing power. He could feel himself to slowly change back to normal.

"This isn't a video game Sonic," Shadow said punching him again. "This time the good guy isn't going to pull off a miraculous victory and save the world," he said ramming his fist into Sonic's gut. He held his hand in front of Sonic's face. "Now, BE GONE!" He fired a blast of energy at Sonic, which shot him down to Earth. Sonic changed back to normal as he entered the Earth's atmosphere falling to his death. His friends all spotted his decent and were horrified when they saw him impact with the Earth.

"Well done Shadow," Black Doom congratulated teleporting him into the Black Comet. "With that meddlesome hedgehog out of the way, the G.U.N Fortress decimated, and the seven Chao emeralds in our possession, this world will now fall to my power."

"You mean MY power," Shadow said.

"What!?" Black Doom asked; his eyes wide in surprise. Shadow fired an energy blast, which consumed Black Doom entirely. His cries of agony only lasted a few seconds and then he was only a pile of dust on the floor.

"This is the Ultimate Power!" Shadow said to himself. Several Black Arm soldiers ran into the room and observed all that remained of their leader. "Prepare yourselves for the invasion of Earth," He commanded. "I am in command now." The soldiers all nodded their heads and left Shadow. He teleported himself to the top of the Comet and grabbed it.

"CHAOS CONTROL!" He shouted transporting the massive comet down to the surface of the Earth. "Prepare yourselves for the Wrath of Black Arms. You pitiful humans."