Mephiles showed up next to Silver as soon as he got out of the dumpster and wiped off the remaining garbage on his fur as well as a banana peel on his quills. "What were you doing in there Silver!?" Mephiles raised his voice and Silver yelped.

"I was after the Iblis Trigger but I ran into Penny and--" Silver was cut off when Mephiles gave him a look and grabbed him by the chestfur, and nearly choking the silver hedgehog before whispering in his ear which made his one gold eye gleam green as he start to shake in fear and then it went away before Mephiles told Silver to contact Penny and meet her at Kingdom Valley

"Battle her, I want to see how strong she is to you." He said before vanishing off into the shadows.

~~~~~~~~~~~~

Down in Kingdom Valley, Silver is still looking hesitant and distracted while Penny politely salutes her opponent.

Penny places both of her hands on her hips in excitement "Salutations, Silver! It's an honor to finally battle you!"

The troubled Silver doesn't respond, looking at his hands as he clenches them in attempted determination.

Penny did not notice Silver's reluctance when he looked at his hands before clenching them.

"This is going to be so much fun!" Penny beams widely in anticipation, but Silver is still looking around as if in a daze, though he manages a small scowl at his opponent. He clenched up his fists and glared at Penny who was still smiling.

Suddenly, Penny is surrounded by her floating swords, gesturing them around to her command before launching a volley of them at Silver, who runs towards them and leaps though or deflects each aimed blade. The swords fly into the air until they turn around and come back to the fight.

—Meanwhile—
Shadow was walking around until a Mephiles clone came and smirked at Shadow, blocking his path from entering the battle.

"Show Time."

—Penny and Silver—
Silver, now having the barrels at his telekinesis to him, twirls the barrel to block each sword swipe of Penny's, dropping the barrels when he needs to somersault away after being hit by a slash, only to magnetically return it to him as Penny readies another wave of blades.

Fully glowering, Silver rushes forward and jumps on an incoming sword, swinging down on Penny, only to have the assault halted by a collection of blades, though he leaps away from the retaliatory slice as Penny backs away as well. He tries to defend against the multitude of swords with the barrels, but is forced back regardless, prompting Silver to roll the rocks and barrels to him with his telekinesis.

Blaze saw how much Silver was struggling with the battle and noticed something off about it.

Silver isn't doing well, looking down to see his Telekinesis teal energy bend the rocks and barrels in the air unnaturally for a split second. The real Mephiles narrows his gaze further, continuing to concentrate on Silver.
——————————————-
Shadow attempts to block a kick from the Mephiles clone with his arms, but gets a face-full of boot. He manages to duck under his next attack and leap over his leg, spiraling past him, this time getting much father down the corridor. He kicks off of the wall and falls to the ground, pumping his arms as he runs for the exit.
——————————————
Silver spins wildly as he deflects and dodges each sword, until he gets close enough to Penny to deliver a few punches with his fists, sending her flying back as Silver bats aside the barrels called to their wielder's aid. Penny slides to a stop and makes a new series of motions, the weapons folding up until she's circled by several laser rifles, a few of which open fire on the approaching champion. Silver avoids the blasts and fights off the remaining swords with his powers until he slides into position to charge at Penny and knock her back. Silver straightens with a victorious grin that disappears into dizziness, just as he sees Penny rocketing forward, weapons firing behind her like a jetpack so she can leap into the air, then come down as an energized meteor on her opponent.

Rolling back to her feet, Silver doesn't expect a sword to knock the rocks off, then another to do the same for the barrels. He tries to get the latter back with his telekinesis, but has to use the power to send a flying sword back at Penny's side. It disappears behind Penny, only for her to grin and raise her arms as several appear above her, aimed to strike.

With Mephiles still squinting down on the arena, the sharp sound of Mephiles' dark magic is heard as Penny's eight swords double, then triple, multiplying into an unreal thicket of blades. At the sight of this, Silver unsteadily steps back, both in reality where the eight swords are ready to go forth and in the hallucinated world, where the cloud of weapons thicken to even block the area around him.

Penny sends them all forward, few in reality and hundreds strong in Silver's mind, who is left with no choice but to spread his arms and send out a telekinetic shockwave. Each blade is sent reeling back to Penny, who is also unintentionally affected by the telekinetic attack.

Silver only has a brief moment to understand what's happening before Penny's arms are spread wide as she gasps, the strings attached to her own weapons curling around her left arm and midsection, which are crumpled by the force with the ease of an aluminum can.

There is a moment of darkness, cut by the wire slicing through the electronics in Penny's torso to reveal a shocked Silver, and Blaze watching the now un-moving swords drop to the ground. A piece of fabric flutters to the arena floor, only to be pinned by the point of a falling blade, away from the torn halves of Penny Polendina.

Silver stares in abject horror, eyes wide and mouth agape.

While the remains of Penny's missing arm spark with electricity from the exposed wiring inside, her big green irises, now looking like camera shutters, slowly expand so her dark, lifeless pupils take up most of her eyes with the sound of a machine shutting down.

Finally, Shadow turns a corner and emerges from the service tunnel, only to see with his own eyes that he is far too late.

"No...First Maria...Now...Penny..." he sobbed and the Mephiles clone appears behind the weeping Shadow, grinning widely at his success in delaying him before stepping back into the shadows.