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In the alley of a dark city. Mickey, Optimus and the others walks back to the street and looks up at the sky. Our heroes run to see what he's looking at, a giant flying fortress almost covering a heart-shaped moon. It seems a haunting welcome to The World That Never Was)

Sora: Axel said Kairi and the others in the dungeon.

(Thunder sounds from the sky and dark clouds swirl)

Mickey: Then we better find a way to get to that castle!

(They leave the Alley to Between and travel through Fragment Crossing. They reach Memory's Skyscraper and it starts to rain. Sora and Ryan looks up. Lightning flashes through the sky. They hear the sound of steel)

Donald: Sora!

Sci-Ryan: Ryan!

(Thsy turns around and sees Samurai Nobodies blocking their friend)

Ryan: Guys!

(They tries to run to them, but their vision gets hazy. They turns around and sees a figure in a black cloak appear. The Oblivion Keyblade appears in his hand)

Sora & Ryan: A Keyblade?

(They runs at Sora and Ryan, who blocks with his Keyblade. There is a flash and they end up on the Station of Awakening. Roxas is now holding the Oblivion and the Oathkeeper. Sora and Ryan fights Roxas and Ranyx. They run at each other and block attacks)

Sora: Wh-who are you?

?????: Someone from the dark.

(Sora knocks him back)

Sora: You can't be Riku?

Ryan: Or Cody?

?????: Riku? Cody? ...We defeated a Riku and Cody once.

Sora: You what!?

Ryan: How dare you!

?????: Tell me... Tell me why they picked you!

(He runs at Sora, scraping the Keyblades on the ground with a screech, sending up sparks. He attacks Sora, but Sora dodges. Sora blocks the Oblivion with his Keyblade, and knocks it away. The Oathkeeper strikes upward, but is also parried. Downward again, more blocking from Sora.  The figure jumps into the air, spins and lands on his feet. He jumps at Sora, who leaps to dodge. Sora is hit by the Oblivion and thrown up in the air. The cloaked man jumps up towards him. Sora flips upside down and blocks both Keyblades, then flies to his feet on the floor. The figure hover above and notices the tiles on the floor of Riku, Kairi, Donald, and Goofy)

?????: I see. That's why.

(He falls to the floor and tries to strike Sora and Ryan with the Oblivion. Sora jumps away and continues to dodge his attacks. Sora deflects one strike, opening the way for the man to pound continuously on his blocking Keyblade. Sora and Ryan falls on one knee and their Keyblade is knocked away from thm. Sora and Ryan runs to it, but the man stops them, slamming the Oathkeeper into the floor between Sora and his Keyblade. Sora slides to a stop. The man points at him with the Oblivion. Sora struggles against his anger. He holds his hand out toward the Keyblade, and it disappears from the Oathkeeper's hold)

?????: What!?

????? 2: What's going on?

(The Keyblade flashes into Sora's hands and he strikes the man down. The two Keyblades drop and vanish. The man begins to walk past Sora. His mind flashes back to previous events. In front of the Old Mansion in Twilight Town, Roxas stands upright. He faces downward and seems lifeless. A hooded figure appears and walks toward him)

??????: You seek answers.

(Roxas nods, still facing the ground. The figure waves a hand in front of him. The name 'SORA' appears in sharp, smoky letters, floating in the air in front of his face. Roxas looks up at it, then back towards the ground)

??????: You feel nothing. Nothing is real. I can give you purpose.

(Roxas nods again. The man waves his arm again and the letters swirl around Roxas, gaining momentum until they're barely visible as letters. The man slams his fist into them and four points of golden light shoot out, forcing Roxas to flinch. He opens his eyes and sees a new golden letter X hovering before him. The silver letters rejoin with the X in their center forming a new word, turning fully golden. Roxas looks up at them)

Roxas: Roxas.

Xemnas: That is right--the new you.

(The scene switches to the Twilight Town clock tower, where Roxas and Ranyx it sitting with his head in his lap. He looks up partly)

????: Look who's finally awake.

(They gasps and turns to see Axel standing beside them)

Roxas: Axel.

Ranyx: You're here.

Axel: Or...maybe I have it wrong. Might be time to sleep. Soon we won't be able to talk like this anymore.

(Roxas and Ranyx looks down)

Roxas: Does that mean it's time for me and Ranyx to go back to where I belong?

(Axel sits down next to them. Roxas and Ranyx listens intently)

Axel: You know, I've been thinking about something Naminé and Megaminé said. Roxas, Ranyx... are you really sure that you don't have a heart? Is it possible that we all have one? You, me, her... Or is that just wishful thinking?

Roxas: I don't know.

Ranyx: Me too.

(He looks down again)

Roxas: We can't...just look inside.

Axel: Y-yeah, I guess not...

Roxas: But I figure...if there is something in there--inside us--then we'd feel it, wouldn't we? And if so... No... Nevermind.

Axel: C'mon. Don't leave me hangin'.

Roxas: Sora and Ranyx will find the answer we're looking for. I know he will. Because, they're us.

Axel: True enough.

(Axel hands Roxas and Ranyx a sea-salt ice cream bar. He's a bit taken aback, but accepts it. Roxas and Ranyx stares a bit, while Axel nibbles on his)

Axel: Man, I miss the old times. Still got it memorized? The day we met, when you got your new name, you and I sat right here and watched the sunset.

Roxas: Yeah. This place is home. Me... Hayner, Pence, Olette and the rest... We've shared a lot of adventures.

Axel: You'll see them again. I know you will.

(Roxas and Ranyx nods)

Roxas: Yeah, you're right. Well, we should go.

(Axel looks sad)

Roxas: Sora's waiting for me.

Ranyx: Even Ryan is.

Axel: Yeah, I suppose they are.

(Axel looks away and takes a bite out of his ice cream)

Axel: Man, this is some good ice cream, huh?

(They sit in silence, gazing at the view for a few moments. They start to glow)

Roxas: Take care, okay?

Ranyx: We'll be here.

Axel: Right back at ya...buddy.

(A single tear falls onto the tower roof. The scene flashes back to the Station of Awakening. The hooded man walks past Sora and Ryan and stumbles, his hood flying off, revealing his golden hair. He stands up and turns to Sora)

Roxas and Ranyx: You make a good other.

(The world fades to white and Sora is back in the city. It has stopped raining)

Sora & Ryan: You make a good other.

Donald: Are you okay?

Sora: What...just happened?

Goofy: Gawrsh, I dunno. You and Ryan just disappeared. Then we had to fight some Nobodies.

Sora: Oh. They said... They defeated Riku and Cody...

Donald: Who said that?

Ryan: Those guys. In the black coat.

Donald: But nobody could defeat Riku and Cody.

Sora: Y...Yeah, you're right.

Goofy: A black coat means Organization XIII. He musta been tryin' to trick ya.

Donald: Yeah, that must be why we didn't see him!

Sora: Huh?

Donald: You must be tired, Sora and Ryan.

Goofy: C'mon, let's just find a way to get into that castle!

(Thsy walk on ahead, as Sora and Ryan stops and takes another look behind him. They reach The Brink of Despair and see the enormous swirling fortress. The road ends there)

Sora: Dead end?

Mickey: There's gotta be a path somewhere.

(In her prison cell, Kairi and Meg and her family is kept company by Pluto. She pets his head, and his ear perks up. She stands up and walks to the bars of the cell to see who's coming)

Kairi: What are you going to do with us?

Saïx: You're the fire that feeds Sora and Ryan's anger.

(Saïx leaves)

Kairi: No... Sora's in danger because of me...

Meg: Even Ryan... He's in danger too...

(A black portal appears at the back of the cell. Pluto barks at it and Kairi and Meg turns around. Naminé and Megaminé is inside)

Naminé: This way!

Kairi: Who---?

Megaminé: Believe in yourself. C'mon, hurry!

(Kairi and Meg walks over and takes Naminé and Megaminé's hand, which then glows with light. A section of the flying castle shines brightly, causing Sora and Ryan to block it with their hand. The Keyblade appears and Sora takes it. He points it to the center of the castle and a beam shoots out)

Sora: Kairi... We're almost there.

Ryan: Meg... I'm coming.

(They walk up the ramp that appears and enter Nothing's Call)

Sora: Kairi! Where are you?

Mickey: Shhhh! Remember where we are! This is their stronghold!

(Mickey, Optimus, Bumblebee, Marina, Zig and Sharko runs off)

Donald: Wait! Your Majesty!

Goofy: Be careful! I think we got company!

(Naminé, Megaminé, Mega and Kairi run down the steps at Twilight's View, Pluto and Meg's family following behind. Naminé and Megaminé's form shakes slightly. They stop running when they see Berserker Nobodies and Saïx appears)

Saïx: Naminé, Megaminé... There you are.

Kairi: Naminé...?

Meg: Megaminé?

Saïx: Kairi, Meg. I'm afraid leaving is not an option.

(He holds out his left hand)

Saïx: I'll take you to see Sora and Ryan.

(Kairi and Meg gets defensive. Saïx retreats his hand)

Saïx: You don't want that?

Kairi: I do. More than anything. But not with you around.

Meg: I want to see Ryan, so I'm not going with you!

Saïx: If I had a heart, this would be where I die of laughter.

(They hear the sound of a sword. Saïx turns around and the Berserker Nobodies fall to the ground and disappear. Behind them is another figures in a black cloak holding a wing-like Keyblade)

Saïx: You... Didn't Roxas and Ranyx take care of you?

Naminé: You can take it from here, Riku, Cody, Dazzlings.

Kairi: Riku!?

Meg: Cody!? Dazzlings!?

(The figure's Keyblade disappears, and he shoots a Dark Firaga at Saïx. Saïx blocks with his arms, then jumps backwards. The figure grabs him and slams him against the wall. Saïx puts a hand to the wall and creates a dark portal. He smiles as he escapes into it. The figure starts to enter)

Kairi (running up): Wait!

Meg: Don't go!

(Pluto runs up to him. The man backs away from the dog, but it stays with him. Kairi walks up)

Kairi: Riku...you're really here...

Meg: Cody is that you?

(They takes off their hood and reveals the figure of Ansem, who looks away from Them. Sora and company continue through Nothing's Call to Crooked Ascension. They enter Twilight's View and ready themselves for the Hall of Empty Melodies)

Saïx: Sora, Ryan... You've done well.

(They look and see Saïx on a very elaborate high ledge)

Sora: Where's Kairi?

Meg: And Meg?

Saïx: Who knows? I expect they catching up with their friend from the darkness.

Sora: What do you mean!?

Saïx: They doesn't need you anymore.

Sora: I'm supposed to believe that?

Ryan: From your lies!?

Saïx: Well, you don't have to... But you can believe this. Organization XIII has no further use for you... Just look there.

(He points to the moon)

Saïx: Our Kingdom Hearts... Thanks to you, we've collected countless hearts... Can you hear their euphoria? Now, all they need is one more helping from the Keyblade bearers!

(Saïx snaps his fingers and hundreds of Shadow Heartless emerge from the walls)

Donald: We gotta fight!

Sora: But---Kingdom Hearts!

Kairi: Sora!

Meg: Ryan!

(Sora and Ryan looks up to see Kairi and Meg on another ledge)

Kairi: Sora! It's really you!

Meg: Ryan! You're here!

Sora: Kairi!

Ryan: Meg!

(Shadows cover Sora and Ryan. Kairi and Meg gasps)

Meg: Hey, leave my boyfriend alone!

Kairi: You leave Sora alone!

(Kairi and Meg takes a few steps back and leaps over the railing and off the ledge. They hits the ground running and the Shadows overtake them)

Kairi: Sora---!

Meg: Ryan---!

(There's a flash of light and the Heartless covering Kairi disappear, and she's taken by the arm of Ansem, The Dazzlings and Meg's family, who hands them a Keyblade)

Ansem: Take it.

(Kairi and Meg takes the Keyblade in their hand)

Kairi: This time...WE'LL fight. You know Sora's completely hopeless without us! C'mon, Riku!

Meg: Let's fight!

(He watches as she runs into the fight, bashing Heartless with the blade. He readies his Keyblade and rushes in. Saïx watches from above. Something catches his eye. Maleficent, Kaos, Swiper and Pete enter on the opposite ledge)

Saïx: Well, well. Will the intrusions never end?

(He chuckles and vanishes)

Maleficent: Why, Pete, Swiper...this castle is perfect. Perhaps we should...acquire it.

Pete: Well, the setup is...kinda nice, I guess, but...what about all the Heartless? This in-between world---it's way too close to the darkness! They ain't gonna listen to us here!

Maleficent: Once again, you underestimate me.

Kaos: And me.

Meanwhile

(The moon shines brightly in the sky as King Mickey and the others runs through the castle, knocking out Heartless and Nobodies. He finds DiZ on the floor, surrounded by Nobodies, and takes them out. Mickey, Optimus and their friends helps DiZ to stand. There is an odd-looking device next to him. DiZ reaches to his face and a long red sash falls to the floor)

Ansem the Wise: It's been too long, my friends.

Mickey: Ansem the Wise. Why didn't you come to us before things got so bad?

Ansem the Wise: Xemnas, the Organization's Superior, is the Nobody of Xehanort, my foremost apprentice. The burden was mine to bear.

Optimus: Is that all?

(Ansem turns to look at the moon)

Ansem the Wise: I won't deny there was more. I was...obsessed with thoughts of revenge. My apprentices stole everything precious to me---my research, and my pride.

Zig: We can't help you with revenge.

Ansem the Wise: I know. Riku and Cody's told me a thousand times.

Mickey: Where are they?

Ansem the Wise: They must be with their friends by now. Riku and Cody was a great help to me. I found them wandering the darkness, after you and them lost track of each other.

Mickey: Gosh, we didn't lose each other exactly. Riku and Cody left...well, 'cause Xehanort's Heartless was still inside their hearts, troubling them. And they sure must've been suffering. But what I don't understand is why they looks like that now, when they're still Riku and Cody at heart...

Ansem the Wise: I am to blame. When I met Riku and Cody the first time he still had the appearance of a boy. Probably because they had such a strong hearts. I asked him to find a young man named Roxas and Ranyx from Organization XIII, and bring him to me. When I told him it would help Sora and Ryan awaken from their slumber, Riku and Cody left without a word. They fought Roxas and Ranyx. And I can only surmise Riku and Cody lost that fight. Riku and Cody must have realized then: to fight in the realm of darkness, they would have to immerse themselves in that same darkness. And when they did...you saw what became of them. When Riku and Cody brought Roxas and Ranyx back to me, They were introducing themselves...as Ansem. If that was what it took to awaken their friend, they were ready to live in darkness. Riku and Cody was the victim of my revenge. ...Oh, how my heart ached. I could only laugh to hide my shame.

Mickey: I guess it musta been after that when we saw Riku and Cody again. They said they wanted to help Sora and Ryan...but they made us promise--- Promise that Ryan and Sora wouldn't ever find out about what happened to them while they were out in the darkness.

Ansem the Wise: My friends, the time has come. I must make amends to these young people.

(He picks up the strange device, and he and the others walk inside)

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