When Eggman's detector senses two Chaos Emeralds belonging to Sonic and his friends (a real one and a fake one), Eggman climbs in his Egg Walker and sets out to the ARK to confront Sonic. He captures Amy and blackmails Sonic into giving him the Emerald in exchange for Amy's life. He encapsulates Sonic who attempts to give him the fake Emerald and sets the capsule to explode in space. He then bargains with Tails to give him the real Emerald in exchange for their lives. Tails, believing Sonic has died, is angered and fights Eggman to avenge Sonic.
The Protective Armor is found in this stage. It is found under a platform after the second drop location. One must use the rocket across from the upgrade to break the cages to allow access to item.
- This is the only level that a player can score 100,000 points or more.