Theme Song: "Mephiles' Whisper" by Hideaki Kobayashi, Tomoya Ohtani, Mariko Nanba, Taihei Sato, and Takahito Eguchi
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The familiar black hole opened behind Mephiles, who was still in Eggman's base, observing the room.

"Is something wrong?" asked Ansem, walking into reality.

"No. Just admiring the Doctor's hard work. An unfortunate waste however." Mephiles chuckled.

"It's not like he expected such mutiny from us."

"Yet, one would think since he has so many enemies to deal with, he would be prepared for such events."

"He was prepared. Just not enough."

"His problem exactly."

The black hole finally produced Metal Sonic's remains, the clanging of his pieces bringing attention to Mephiles.

"Well, now it's your problem."

Mephiles was dumbfounded, "My problem? You mean, our problem?"

"No. Mephiles, I cannot stay on this planet for long. In my conquest for other worlds, my plan was to have help from those with the darkest of hearts. Time is wasting and I need to go on to other dimensions."

"Then what was in it for me this whole time?!"

"For you, and whoever else I can gather, I grant the power to control the Heartless- a feat that only those well-practiced in the power of darkness can handle. However, you might benefit more."

"Hmm...proceed." Mephiles now intrigued.

"Many have tried to possess the power to control the Heartless. Though, there is a catch. One can have a heart of pure evil, but will only be taunting the Heartless."

Ansem stopped to summon a Shadow with a wave of his hand. The little creature stood in place doing its awkward twitches.

"You see, the Heartless feed on those who have a heart. If you have an evil heart, they won't necessarily 'abide' by your commands- no, they have their own minds and free-will, but if they are ever in a situation where they would have to choose between their supposed 'master,' and someone pure of heart, they will most likely respect their origin of dark and take the purest of heart. Now, in the event where there is an evil heart and one without a heart at all, they will immediately recognize their superior and turn on those who assumed authority."

"I see..." Mephiles crossing his arms.

Ansem gave a nod and continued, "Take this Shadow here. It knows that there are two powerful masters of darkness in this room, and will not obey either of us until we show who is more powerful. That usually means a fight, unless you give up authority to me, or vice versa."

Mephiles gave a slight chuckle, "I embody darkness! What would that make of me to them?"

Ansem laughed as well. "That makes you no different than these Heartless. That makes you know different than me. I too am a Heartless, and even though you are not, the Heartless will undoubtedly recognize who and what you are. Go ahead, approach the Shadow."

Mephiles looked at the little Heartless and walked over to it. He raised a hand to the side of its face, showing some sort of amity. The Shadow's antenna immediately then started feeling Mephiles' hand, sensing him. It tilted its head to the side in confusion, still scrutinizing Mephiles.

"What is it doing? I thought you said it recognizes those of its kind?" Mephiles scoffed.

"It does. It knows you are not from its dimension of origin, so its making sure it can trust you. Do what you will Mephiles, I'm leaving you in charge of this world's end. I must go now. The Heartless will notify me of when you're done, but I will not be of any supervision, this is an equal partnership."

"You have my gratitude Ansem, Seeker Of Darkness. I will utilize them to the fullest."

"You'd be surprised. Until next time, Mephiles The Dark."

Mephiles nodded, and Ansem turned the other way to walk into his portal for one last time. Mephiles looked down at his new minion now, who just finished its examination.

"You wouldn't happen to know how to speak, would you?" Mephiles inquired.

The Shadow just stared on at him.

"That's a shame. I was going to ask you to show me the worth of your obedience, but I suppose I'll just have to wait and see."

Mephiles went to walk away, but the Shadow called his attention back with a sharp hiss. Mephiles turned back and the Shadow hopped a bit closer to Mephiles.

"Well, what do you want?"

The Shadow suddenly phased into the ground and became a circular shadow on the floor. Mephiles was confused at first, but realized this was the being's offering of obedience. Mephiles' power source derives from absorbing others' shadows, and this Shadow willfully gave its own. Mephiles faced a hand towards the Shadow, and like a vacuum, the shadow was absorbed by Mephiles. A black aura appeared momentarily, then disappeared.

"Ahh, that was invigorating...and enlightening...Yes, that Shadow gave me more knowledge of the Heartless...Shadows are Pureblood Heartless, beings that are created naturally by darkness within others' hearts...Metal Sonic was an example of an Emblem Heartless: these whose power of darkness are generated by machines that create the process of a heart falling into darkness...They hold darkness, but were not born from it..."

Mephiles looked back to the mangled Metal Sonic. He was wondering what had happened to him, but his new innate Heartless knowledge knew why. It was like a Heartless connection.

"So, Sonic has a dark side? This makes things a lot more interesting!"

By thought, he summoned a loyal Soldier Heartless. It arose from the ground, twitching and shaking as well, almost like it was oddly dancing. It was as tall as Mephiles, had a dark blue body, four red claws on each large hand, a silver helmet that had a swirling tip, and feet that looked like an elf's shoes. It had the same beady yellow eyes as the Shadows, but had an emblem on its chest; this was an Emblem Heartless.

"Notify the rest to find the Chaos Emeralds for me. And kill anyone that stands in your way!" Mephiles commanded. The Soldier leapt to the air and in a black-violet sphere, it disappeared.

Mephiles then started to lightly chuckle, which turned into full laughter, and then an evil cackle.

"I can hear the song of death in the air! The screams and pleas of humanity giving its strong rhythm, while my new power flows with it!"

He raised his hands and from all around him, various Heartless were spawned and they started destroying the base Mephiles no longer needed. Shadows clawed through the equipment, Air Soldiers soared around the ceiling. A Large Body, Darkballs, Gargoyles, the dragon-like Wyverns, and more, caused havoc in preparation for their search and oncoming chaos.

"Dance my shadows! Dance like the Heartless you are! Celebrate now, because this world is already ours! Ahahahahaha!"

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*HEARTLESS INTRODUCED:

Soldier

Air Soldier

Large Body

Darkball

Gargoyle

Wyvern