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Can you feel it? We were a single whole once. I realized it when you defeated me. I am you. You are me.
–Shadow Mind revealing its connection to the player.

Shadow Mind is an entity that appeared in Shadow Fight 3. It belongs to the Descendant of Shadow. Shadow Mind is the core of all shadow energy, with sentience and an incomprehensible force.


Shadow Mind does not have a true physical appearance. When imprisoned inside the Sphere, it takes a black gaseous, smokey form, similar to the usual depiction of shadow energy. It can, however, take the form of other humans, manifesting itself as that human while in shadow form. What seems to be the true form of Shadow Mind, however, is the form of a humanoid creature with one large circle as its eye and a big mouth on its head. Its body is glowing with bluish light, and there is a cyan orb in the palm of each hand, which it can use for offensive purposes. Shadow Mind appears in this form when it is inside the realm of mind, and during the final battle with Shadow.


I suffered in my prison and tempted many to get freedom. All of them were as weak as your friend...
–Shadow Mind describing its imprisonment inside the Sphere.

Shadow Mind was born to the world along with the child of Shadow and May, without the latter knowing. Shadow realized this when May had fallen ill from its influence, and he took an immediate action by attacking it. Shadow Mind summoned its shadow beasts to defend May and, presumably, the newborn baby. Shadow killed them all, but Shadow Mind. Unfortunately, May was killed by him as well. Putting the blame for May's death on Shadow Mind and his own Descendant, Shadow vowed to destroy Shadow Mind. But he could only split the baby from the sentient being and imprison it on a glass sphere. It is then believed that the Descendant was dead before the child was even born. In fact, the Descendant is still alive, and Shadow also hates his own child to the point that he will immediately kill the Descendant on sight. Trapped inside a very cramped prison and being separated from the Descendant caused Shadow Mind to become aggressive and malevolent.

Shadow attempted many things to vanquish Shadow Mind for several years, but every single attempt were fruitless. Due to his actions in getting rid of its beasts, Shadow gained praise from the locals. At the same time, they inherited his hatred towards Shadow Mind, and thus the Legion and their percepts were born.

Shadow asked the help of the Dynasty ruler in studying how to destroy Shadow Mind. The Sphere Temple was built to contain its power, and the young prince, who would later become the next Emperor, became the First Arrow, the Sphere keeper. Suffering from its imprisonment, Shadow Mind tempted many people for its freedom. But all of them were too weak. It puts its eye on Galen, the Second Arrow and a bodyguard of Emperor. It showed Galen its power and promised him with more if he would break the Sphere, but Galen refused. He instead told the Emperor how Shadow Mind's power had the potential to serve the people. From then on, The Three Arrows tried to keep the Sphere safe at any cost, even if it went against Shadow's wish.

Later, Bolo, the Third Arrow, told Shadow that Shadow Mind cannot be destroyed. But, it can destroy this world and create a new one from scratch. Upon hearing this, Shadow abandoned his earlier goal and entered May's grave, which was a time travel portal to the future, to find a way to resurrect May.

Years passed. Emperor tried to study the Sphere, but there were certain side effects. Bolo helped him overcome this by creating the Void Room, where Emperor often spent time to release himself.

Later, each of the Arrows sent their agents to find the one chosen by the Sphere, the one who could hold its power.

Chapter II: Dynasty

The Sphere is inside the palace with the Emperor, while Itu, the agent of Bolo, is guarding them. However, an unknown group of people attack the palace. Itu is outnumbered and knocked out, and when he regains consciousness, the Emperor and the Sphere are missing.

Under unknown circumstances, Emperor, who still holds the Sphere, is attacked by a shadow beast. Kibo, the agent of Galen, tries to protect the Emperor. The beast, however is too strong and it blows up a shadow rig, injuring both Kibo and Emperor. That is the last time Emperor holds the Sphere.

Chapter III: Heralds

After hearing the story from Kibo and finding out about Bolo's betrayal, Galen comes to the Dome to help the player, June, and Itu. He informs them the details about The Three Arrows and takes them to meet the Emperor, who is still alive thanks to Kibo. Emperor then tells everyone that the Sphere was at the Sphere Temple. They were about to use the Void Room to instantly teleport there, when the Emperor is suddenly possessed by the same beast that had attacked him earlier. After some debating, June and Itu are sent to the Temple, while the player deals with the possessed Emperor.

Arriving at the Sphere Temple, along with Marcus who walked all the way there, the three of them clash with each other over the Sphere. Meanwhile, the Sphere starts to crack and amidst the clash, the Sphere is broken into pieces. Shadow Mind is freed and instantly takes possession of one of them (depending on whom the player chose).

Chapter IV: Consequences

Right. The shadow energy from the Sphere has a mind. It is stifled when any Shadow progeny is near. As proved by the Temple Duel.
–Itu explaining the nature of Shadow Mind to his friends.

Shadow Mind then proceeds to turn the person's wish into realisation, giving them the immense, god-like power. Thanks to the player, the possessed person is defeated and they regain their consciousness. But, Shadow Mind is still lurking inside of them, waiting for the right time to resurface. The person confirms this, as they can hear some whispering inside their head.

After they find Ling, who was a Shaman that the party believe can help them, he gives them his answer: he witnessed the shadow rig, and it has the same trace as the one that was left by the Gates of Shadows. He concludes that Shadow is returning to their world.

Chapter V: Shadow Island

Ling says that only Shadow can destroy Shadow Mind, and he will do it at any cost. He tells them to see Galen, since he was Shadow's disciple and should know a clue about Shadow. After getting Galen's answer, he asks them about whether destroying Shadow Mind is the right thing to do. After hearing their resolve, Galen gives them a piece of his advice, based on his own experience with Shadow Mind's power.

Arriving at the island where Shadow used to return from time to time, Shadow Mind suddenly resurfaces, in a physical form. It hears a voice calling for it and trying to respond to it. Once the voice is silent, Shadow Mind hides again.

After the player destroyed the Scourge that infected Moira, the leftover shadow contagion infects the player and as a result, they start fusing with Shadow Mind.

Chapter VI: Heart of the Legion

I wasn't sure we'd meet face to face. But if you see me at last, then it means that our fusion has begun.
–Shadow Mind speaking to the player.

After arriving at the north where the Legion Fortress stands, the player falls ill and experiences a nightmare, where they meet Shadow Mind, face to face. It says that this means that their fusion has begun. They will feel dizzy and confused, so did May, it is normal. Realizing the player's nightmare, Itu theorizes that it is some residual effect after fighting Angel. Shadow Mind begins to act calmer after it is inside the player's mind. It even starts coaching the player and giving them advices to defeat their opponents. This is because Shadow Mind is united with the Descendant again after so long, although Shadow Mind itself does not realize this yet.

Once the party dealt with the messes that are Deng Rao's invasion and Queen Iolanda treating them as foes, Itu requests her to tell them where Shadow is, as Moira believes her twin sister knows. According to Iolanda, Shadow once visited May's grave and never came back. May was slain when the Scourge invaded their land.

Iolanda leads the party to the crypt, where May's grave is located, however the shadow anomaly causes everyone that entered to lose their mind and turn aggressive. Shadow Mind suddenly resurfaces, confirming this. It speaks to the player that only they, Shadow's descendant, could withstand such radiance and they must come alone. Once the player arrived at May's grave, Shadow Mind begins telling its past with Shadow, May, and The Three Arrows. Shadow Mind ends its story by telling them that Shadow wants to alter reality, creating one where May can be alive and well, possibly destroying the world by doing so.

Shadow Mind says that Shadow's selfishness will cause everybody and their loved ones to die, and they must chase him to the future and stop him. It then decides to test the player to determine whether they are worthy to fuse with it or not. After a long and exhausting fight inside the mind, the player emerges victorius. Shadow Mind then disintegrates into shadow energy and merges with the player, giving the necessary power to withstand the portal. Together, the player and Shadow Mind start their chase for Shadow to the future to stop him.

Chapter VII, Part I: Forget the Past

Once they leaped 10 years into the future, Shadow Mind asks the player if they can feel it, that they were a single whole once. It realized this when the player defeated it and they merged. Shadow split the player, that was how Shadow Mind was created. It was imprisoned inside the Sphere, but now it is united again with the player, just like in the beginning. Shadow Mind suddenly vanishes. It then begs the player to stop Shadow before bidding farewell.

After the player reunited with Itu, he explains about the Accelerator, how it works, and how Shadow plans to recreate the whole world using the deadly invention. The preparation is complete but Shadow still hesitates; Itu deducts because something might be missing, although he does not know what it is.

Itu takes the player to Bolo, in hope of convincing the old man to lead them to the Void room and finding a way to defeat Shadow from the sentient room. Although Bolo gives a bitter response at first, he is finally convinced that the player indeed has Shadow Mind with them after he fought them; with the power of Shadow Mind, the player can overcome all of Bolo's time tricks. He theorizes that the player must be Shadow's child, due to Shadow Mind behaving humbly inside of them as if it was theirs originally.

Chapter VII, Part II: Behold the Future

Bolo reveals about Moira as the party is heading to the Dynasty Palace to find her. She was a weird girl, and she touched the Sphere once. This resulted in her strange connection with the shadow being.

After Shadow took Moira to the Accelerator and the Erasers are marching toward the Dynasty Palace, the Descendant parts way with their companions, and head to the Accelerator with Bolo. When they reach the valley, Bolo reveals that the Descendant's Shadow Mind is the missing part of the Cleansing. He did not tell this earlier, as Itu will not let the Descendant leave if he knows. The Descendant and Bolo then march to the Accelerator and face Shadow there. Moira who is there as well recognizes the Descendant and pleas to Shadow to not fight them, to no avail.

Shadow asks Moira a favor, to take Shadow Mind from the Descendant and put it into the Accelerator Core. Only her can do this, due to her unique connection with Shadow Mind. Moira pleas to Shadow to stop, as she does not want to do this, only for Shadow to ignore her.

The fight with Shadow is proven to be very dangerous. However, Shadow Mind has some tricks up its sleeves. As Bolo has predicted, it empowers the Descendant to fight Shadow. The Descendant's shadow energy regenerates by itself thanks to Shadow Mind, and every time they enter shadow form, Shadow Mind emerges to shoot out a beam of shadow energy forward. Thanks to Shadow Mind's help, the Descendant is capable of achieving what is otherwise nearly impossible; taking down the huge robot that Shadow initially uses to fight the Descendant, and destroying Shadow's shield, therefore breaching his nigh-indestructible defense.

Shadow is cornered and exhausted, as the Descendant approaches him. He then barely stands up on his feet again to continue fighting. Seeing this, Moira runs towards them before they can approach each other in an attempt to stop this. However, Moira briefly loses control over herself and with her power, unleashes a shockwave that pushes both the Descendant and Shadow away. This causes Shadow Mind to rises out with a physical form. When it realizes this, Shadow Mind tries to attack Moira. Shadow quickly shields Moira and tries to stop Shadow Mind and as a result, he accidentally fuses with it. Shadow then enters shadow form and with his new godlike powers, continues the fight.

The tide of the battle has been turned, the Descendant loses all the power granted by Shadow Mind and Shadow now has obtained unimaginable powers. Despite the huge power difference, the Descendant finally manages to defeat Shadow after a long struggle and emerges victorious. Shadow returns to his human form as he died. Moira runs toward Shadow and starts crying over his death. Feeling huge grief, Moira completely loses control over herself. Her eyes glow with shadow energy and she pushes the Descendant away, knocking them out. Moira then levitates and forcefully pulls Shadow Mind out telekinetically from Shadow's lifeless body. Shadow Mind desperately tries to free itself from Moira's grasp as she throws it into the Core. Moira is successful, and the Accelerator starts the Cleansing. It releases a huge shockwave and evaporates the entire world in shadow energy.

The world is destroyed, killing everyone in it. Including the Descendant.


Shadow Mind regains its consciousness, it is wondering where is the Descendant as they are the reason for its existence and it cannot lose them. Suddenly, a Stranger speaks to it, telling it that the Descendant has died, just like the whole world. Shadow Mind is in the Accelerator Core now, and it has the absolute power to create a new world and be the ruler in it, it can make people fight each other; the Descendant should be its least concern now. Shadow Mind replies by saying it does not need such a world, where the Descendant does not exist. It is incomplete without them and it will suffer once more, just like when it was in the Sphere. Shadow Mind plans to use its power to turn back time. Having learned from his past experiences, Stranger informs Shadow Mind that it will only yield the same outcome regardless. But, there is a way to change fate.

Stranger reminds it that the Descendant had performed three time travels to the past, which created three alternate worlds as a result. Each one of these three planes has its own Descendant copy. Not an exact one, as they will not remember Shadow Mind. Descendant never realized how important their companions were for the world's fate. Shadow Mind will help the Descendant to understand and learn a lot of things. Once they obtain their companions' power, the Descendant will be able to change fate. This means Shadow Mind will be trapped in the Sphere again, but the Descendant will surely find it sooner or later. And because these are alternate planes, these copies are much weaker than the original, and the path will not be easy.

June's Plane

June's Plane is the alternate plane which reflects the world as how June wished and envisioned it: for the Sphere to be preserved. Although at the cost of the sacrificed knowledge of the Dynasty. This turns the alternate plane to be a nightmare instead.

Long ago, Shadow Mind was once imprisoned inside a glass sphere. Under the wish of Galen, it was then moved from the Sphere into a living vessel, a baby named Kibo. This was done by Moira, who has a special connection with Shadow Mind.

Many years had passed, long enough that Shadow Mind slowly lost its mind due to being separated from the Descendant's copy. It started thinking that the copy has murdered June and took her place in this plane. It even started taking her form. Shadow Mind's angered voice reaches out to the whole world, causing all the shadow energy to react to it. It does not take long before that voice turns into a roar, so powerful it caused the shadow energy to act violently, blowing the capital of Dynasty up. Kibo also loses her mind, to the point where she cannot recognize what she is saying anymore and think that killing the Emperor will bring June back somehow.

When the Descendant's copy meet it, Shadow Mind has lost it's sanity so much that it thinks of itself as June. After it lost to the Descendant's copy, Shadow Mind regains it's mind back and realizes that June never exists in this plane. It's memory of her was so fond because this plane is the realization of her dreams. Shadow Mind believes that together with the Descendant, they can save the world, where June could live.

Leaving June's Plane, Shadow Mind is convinced that the Descendant has become stronger, although the Stranger denies this. Descendant's historical importance index is still not high enough. Shadow is a great hero, his will is so strong that the world itself bows to it, and dies as he wishes. Shadow's will is always fulfilled, no matter what is against it. But if the Descendant surpasses him, everything will change.

Itu's Plane

Marcus's Plane

Powers and Abilities

Shadow Mind can't be destroyed. But its power can eliminate this world and create it from scratch.
–What Bolo learned from his future self.

Shadow Mind demonstrating its capability inside one's mind.

Shadow Mind is capable of commanding shadow energy to act according to its will, seeing and hearing everything where there is shadow energy, teleporting people to anywhere, shape shifting, summoning shadow beasts, amongst other things. Shadow Mind can fuse with any person to grant them immense power, but at the cost of that person being taken over completely by Shadow Mind; according to June, they will be turned into a shadow beast. Only Shadow possesses a powerful soul that allows him to merge perfectly with Shadow Mind without being taken over, granting him god-like power that according to Shadow Mind allows him to resurrect the dead. The same case goes for the player, the Descendant of Shadow, to whom Shadow Mind belongs to. Merging with Shadow Mind grants the player with the power to withstand time anomalies, as proven with the time portal and the duel with the real Bolo.

Shadow Mind is also capable of giving the player the ability to recharge shadow energy and unleashing a powerful shadow beam, as seen when they team up to defeat Shadow. When it accidentally merges with Shadow, the legendary warrior becomes even more powerful than ever, turning him into a god-like being.

When Shadow Mind is inside the Accelerator Core, it has the capability to do absolutely anything. The world is instantly destroyed when it is being put into the Core, and it can create a new one above its ashes however it want, as the mysterious Stranger said. It also can turn back time, even if this will not change the future in any way.

Despite having all that power, Shadow Mind does not seems to be interested in being a ruler over a world it create. It only want to be with the Descendant. The shadow being can also be seen as naïve as it still requires guiding despite its power, as seen when the Stranger informs it about why turning back time is useless (without enough historical importance index).


Shadow Mind assisting the Descendant during the fight against Shadow.

The first time Shadow Mind is fought is at Chapter IV. Depending on the player's choice at the end of Chapter III, the first boss fight of Chapter IV will be against either Marcus, June, or Itu. The power given by Shadow Mind allows them to utilize unlimited shadow form, as well as giving them unique special abilities.

The second time is at Chapter V in Shadow Twin quest where Shadow Mind is fought as enemy, in which it takes a physical form after hearing Moira's voice.

The third time is at Chapter VI, where it is fought in the conclusion of the chapter as the last boss being Shadow Mind himself in its own physical form. Shadow Mind can only be damaged if the player is in shadow form. It utilizes various special abilities, and capable of using at least 5 shadow abilities.

During the final battle with Shadow, the player is empowered and assisted by Shadow Mind. Their shadow bar gradually regenerates by itself and when they enter shadow form, Shadow Mind emerges out to shoot a powerful shadow beam forward. Shadow Mind's assistance is proved to be vital for this fight, as his beam attack helps the player to take Shadow down. It is capable of knocking the giant robot down, giving the player an interval to damage the robot safely. And later, it can instantly destroy all Shadow's shield, which protects his healthbar. After Shadow Mind accidetally merged with Shadow, the shadow recharging ability and the beam attack when entering shadow form disappear from the player. Shadow himself can force Shadow Mind to emerges out and shoots the same beam across the battlefield to attack the player.

In June's Plane, Shadow Mind is fought as the last boss. Just like before, Shadow Mind can only be damaged while the player is in shadow form. It takes the form of June, as well as utilizing all the gears and abilities she is using (except the ranged weapon). It also has the ability to telekinetically force the player to bow down, immobilizing them for 7 seconds. This fight carries the Open Wound rule, in which the player's health gradually decreases overtime. The decrease rate depends on the player's stability.



  • Despite being genderless and refered to as "it", Shadow Mind has a male-like voice, as heard during the Chapter VI boss fight.

A shadow slithering from the destroyed Gates.

  • After the Gates destruction in Shadow Fight 2, a mysterious slithering shadow can be seen following Shadow and May who were leaving the Gates. Whether it is Shadow Mind or not is still unknown.
  • Shadow mind is fought for a total of six times making it the most fought opponent in Shadow Fight 3, owing to his various forms and even making an appearance in a thematic event