US Title: Heads Up, Tails!

On the Egg Carrier the three escape from the downed X Tornado as Eggman orders another attack. Sonic is able to easily dodge the missiles and Sonic doubles back to make sure the three are okay. Tails removes the bandages as a missile blows a hole in the ship. Knuckles dives in and Sonic and Tails take off in another direction. Eggman then orders Gamma to report to the control deck. Elsewhere Amy is making her way through the Egg Carrier as Becoe and Decoe appear she pulls out her giant hammer however Eggman stops here as Sonic appears above Eggman she nails the three with her hammer and causes Sonic and Tails to fall onto Eggman. Decoe grabs the bird and Eggman quickly grabs the bird as he opens up the pendant it was carrying to reveal a Chaos Emerald. Eggman gives the bird back to Amy as Gamma appears on the deck.

Eggman has Gamma destroy Sonic but Amy runs forward ordering Gamma to stop. Sonic is taken by surprise at Amy's comment as Gamma begins its assault. Taking to the air Sonic continues to dodge the bullets and Sonic appears in front of Gamma. Using a piece of the ship to block the bullets he throws it at Gamma knocking it out of the air, as he goes into finish the robot Amy stops Sonic and is told to get out of the way. Amy says that Gamma is actually good and Amy convinces Sonic to stop the attack. However, the Egg Carrier has received too much damage as the Egg Carrier begins to fall from the sky. Sonic goes after Eggman as he has Tails stay behind to get Amy off the ship. Tails tells Amy that they need to get as Gamma comes back on-line. Amy is happy to see that Gamma is okay as Tails takes into the air carrying Amy off the Egg Carrier. Gamma takes off on his own will thanking Amy.

Down below Chris and Big have managed to find Froggy on a pedestal in the middle of ditch. Tails lands on the ground with Chuck waving to them as they drive off with Tails looking into the sky worried about Sonic. Back on the Egg Carrier Knuckles has found the last bits of the Master Emerald as he undergoes another vision. This time he finds the shrine on fire with Tikal on the ground. Tikal tells Knuckles that she tries to stop her father as the two look up to the Master Emerald. As Knuckles chases after her the vision ends as the Egg Carrier continues losing altitude. Chris and Big have a drink to calm down as Big uses his pole to let Chris climb on to reach Froggy. After nearly falling Chris gathers enough strength to grab onto the container that Froggy is in. The two quickly make their way on deck to be stopped by Chaos and Eggman.

Eggman has Chaos go after Froggy and as the two try to escape Chaos knocks them down and Eggman grabs Froggy making him cough up the Chaos Emeralds. He throws the two Chaos Emeralds into Chaos 4 changing it to Chaos 6. Eggman then flies up and releases Froggy into Chaos. Chris and Big try to grab Froggy but are absorbed into Chaos. Froggy loses his tail and Chaos gains it. Sonic appears on deck and has to quickly dodge Chaos' tentacles. He lands on Chaos and tries to grab Chris but is thrown onto the deck. As Chaos goes to attack Sonic he quickly gets up and dodges but is soon knocked down onto the ground. Knuckles appears holding the tentacle saying he'll use his shovel claw but after hearing that it might be sucked in Knuckles stops. The two see Chaos' brain and take off towards Chaos and Knuckles uses his shovel claw to make a hole and Sonic attacks Chaos directly. Knuckles picks up an emerald and walks off as Chris and Big gasp for breath. As Eggman tries to escape Sonic chases off after Eggman sending them off the plane. Chris gets worries at Sonic, but sees Big in the X Tornado. Big takes off with Knuckles and Chris jumping onto the plane. Becoe and Decoe abandon the ship as well.

Back at the mansion Amy worries about Sonic's safety and looks over at Birdie as it shows a picture of its brother and sister. Amy learns that Eggman has captured the two and she promises to get Birdies siblings back. Elsewhere Sonic is stuck in the mud and after knocking down trees he frees himself and sees he is left in the Mystic Ruins. Elsewhere the president's old advisor is spotted by Eggman and is taken aboard by Eggman until a giant missile appears in front of the ex-aid in Station Square. Seeing the report Eggman goes to fire the missile but finds out that after it crashes into the ground it is actually a dud. Tails takes off into the air and watches as the missile crashes into a highway but does nothing.

Tails flies in and Bokkun follows behind with a message saying the missile will explode in 2 minutes ordering Bokkun to start a countdown. Tails is looked at by on-lookers and convinces himself to take on the missile. He flies up to the missile and begins to work on defusing the missile. Looking up at Bokkun he begins to doubt himself having flashbacks of Sonic always being there for himself and gathers the courage to stand by himself and slowly works on the process of elimination and cuts the right wire. With celebrations going on the young fox is rather proud of himself as Bokkun appears and shakes his hand flying off.

Meanwhile the X Tornado crashes on the beach with Knuckles and Chris on board Knuckles heads off on his own with Big and Chris left behind. The X Tornado lands revealing the last Chaos Emerald. Chris grabs it and chases off after Knuckles leaving Big and Froggy behind who decide to head home.