Here's a project of mine that I hope to finish soon. I was trying to come up with 411 fairytales and THIS was born.

Disclaimer: If I owned Kingdom Hearts, it would be rated MA for MAnsex (no Xemnas joke intended). If I owned Beauty and the Beast, Belle would have probably ended up with Xaldin. Since I own neither, I've decided to mesh them together in the following cross-over. Enjoy.

Prologue: Prince Marluxia

Once upon a time, in a world that never was, there was a beautiful and spoiled prince named Marluxia. He lived in a large and magnificent castle with his many friends; among which were his cousin (and thus his betrothed) Larxene and his best friend (and not so secret lover) Axel. To all those in nobility, he was kind and charming, because he gave them many gifts and threw so many elaborate and expensive parties around the year that eventually life at his castle became one never-ending festivity full of music, wine, and laughter.

To the many who were not so fortunate as to live in the upper class, Prince Marluxia was a cruel and selfish tyrant. He taxed the people of his lands viciously and while they starved without proper welfare from their monarch, he cast his wealth away for the benefit of the nobility and his own pleasures.

One night, during a particularly wild revel, Marluxia became intoxicated and ended up in a heated make-out session on his throne with Axel while Larxene watched. This was all very common-place and all very fun until one of Marluxia's servants came rushing over.

"What is it?" Marluxia growled, frightening the poor butler (for he treated his servants worse than peasants).

"F-forgive me f-f-for interrupting milord...there's a g-girl at th-the door...sh-she says she won't leave un-un-until you s-s-s-see her."

On a more sober occasion, Marluxia would have ordered that the guards forcibly remove her and let that be that. But on that night of one too many drinks, the prince had a different state of mind.

"Is she cute?" He asked the servant. The butler was taken back, but honestly answered,

"Yes, milord...?" Marluxia untangled himself from Axel (who was quite unhappy about the interruption), straightened out his clothes, and then gracefully swept down the hall to the front door. Behind his back, Larxene quickly took the place he was just in with Axel. When Marluxia reached the front doors he saw, standing in the cold and rain, a young maiden with golden hair and a very dirty (but very thin and very white) dress, modestly covering herself with her arms. He smiled, but that smile made her shake with fear.

"Prince Marluxia..." She addressed him as she curtsied with one hand (the other shielded her body from Marluxia's eyes) "I have traveled from the village on the other side of the forest, and I haven't had anything to eat in days. If you could only spare me a few table scraps, maybe shelter until the rain stops, I will be eternally in your debt..." He laughed, leaning in close enough for her to smell the rank of alcohol on his breath.

"Mmm, well what would I get for this hospitality?" He asked, his speech slurred and menacing, "It is quite rude of you to come interrupt my party."

"I have nothing of value," she softly whispered, "I came with only myself."

Marluxia grinned wider, he was pleased to see that she was more than 'cute', she was unbelievably pretty for a peasant, and even better she was so very...

...vulnerable.

"That will do." He said as he pulled her inside. "Come here, little maid, I'm hardly the monster people make me out to be! You will eat our food and sleep in the best bed in the palace!"

Her face was hopeful and bright,

"Really? Oh, thank you, my prince!"

He picked a wine goblet from a table and offered it to her,

"Yes, why don't you have something to drink? And another, and another..." She took the goblet in her hands and took a sip. Marluxia leaned over and said into her ear, "...and another, and another...and then you get to sleep in the best bed in the castle..." he slowly licked the cartilage, "...mine."

The goblet dropped. She looked at him in the eye, neither sad, nor resigned, nor frightened...

...but really, REALLY pissed off.

"You dare" she shouted, her voice now loud and commanding, "you dare to make such a vulgar request of me?"

Marluxia took a step back, but then became angry at her defiance and grabbed her hands at the wrists.

"You dare to defy my commands?! I am the prince here, I will order whoever I so choose and if I decide that I want you, then I will get you, no questions asked. Now follow me upstairs or I will throw you back to the streets."

The sound of the peasant girl slapping the prince across the face echoed through the hall. The musicians stopped playing, the dancers stopped dancing, Axel and Larxene stopped having their intimate moment, and everything was going to Hell.

Suddenly, the peasant girl was not so...peasant-like. The traces of filth and water evaporated off her skin and dress, her body began to radiate a bright light, but Marluxia only noticed how she began to levitate three feet off the ground.

"I am the White Witch, Namine. You, Marluxia, have been judged."

There was a gasp from around the room; true there was little known about this White Witch, but anyone who glowed and floated obtained immediate respect and fear from any crowd. Marluxia dropped to his knees, sobering himself considerably.

"Forgive me! I'm sorry, I did not know..."

"To late!" said the witch, "Had you known, you would not have acted as such, but that is because your facade of kindness is reserved for those in power. You rob your people of their food and money for your frivolous wants and personal gain, as guardian of this land I cannot allow such a monster to rule it." Marluxia was transfixed by fear, he looked up in sincerest apology in hopes she would change her mind.

"Don't kill me!" he begged, "Have mercy!"

"People have died by the scores where you could have prevented their deaths! Mercy is the only thing you haven't shown to them!" The light was growing brighter, angrier, a concentration of it formed around her hands, bringing forth a sketchpad and some charcoal. "You think that because of your status and your beauty you can act like I monster. Now I will make you a monster inside and out." She put the charcoal to the paper and glared down at Maruxia. "Your personality is like a thorny brier, you ensnare people and then bleed them dry." With the blurry movement of her hand across the paper, Marluxia felt the sensation of having small bugs crawling around in his skin. He looked at his arms and realized they weren't insects, they were plants growing out of his arm, embalming him with thorns and vines, breaking in and out of his skin while a small pink flower bud grew out of the back of his neck, until he was essentially a humanoid plant. People screamed and ran away from him in panic. Marluxia screamed, from the indignity of it all and the agonizing pain. Namine was far from finished. "Your heart is cold, hard, and uncaring; much like iron." Metal plates jutted out every which way, forming themselves into a hard exoskeleton that resembled a disturbing cross between a man and a winged insect. Marluxia's new body towered over everyone, he was at least three times the height of a normal man. By now, the terrified nobles were running into the rain. "The only work you have ever done is destructive work, so why have hands when weapons would suit you better?" His hands morphed into giant curved blades. Marluxia cried out to Namine,

"Please, no more!"

"That is the cry of the starving orphans! That is the cry of the battered widows! The wronged farmers! The cheated craftsmen! 'No more! No more!' But they have done no wrong, you deserve what you get!" Most of the party guests had left, but the door was still jammed from all of the bodies trying to escape. Marluxia turned to them, approached them with desperation and uncontrolled movement.

"Don't go, please! Help me! My friends, please!"

"Who are your friends here Marluxia? Were they here for you, or were they here for your money? Prove to me that there is one person here who honestly loves you and I will remove the curse."

He quickly turned to his throne and called out,

"Larxene, you're my fiancée! You love me, don't you?!"

She sneered to mask her terror,

"Not on your life, cousin. Arranged marriages aren't love, they're politics." He turned to Axel,

"You're my lover, please say you feel something for me!"

"Sorry Marly, it's been fun, but I'm not stickin' around for...!" In his rage Marluxia swung his right blade into the spot that would have killed the red-haired man if he hadn't dived out of its path at the last moment. Realizing the present danger, Larxene grabbed Axel's hand and they made a run for it, jumping out of the first-floor window and out of castle grounds without looking back. They lived happily ever after together and were never seen from again.

"What a surprise." It clearly wasn't. "You haven't a friend in the world, nobody loves you." The monster thrashed around the empty ballroom, slicing though tables and decorations and other such things. "There is no other way to learn this lesson, Marluxia. I intend to give you a chance to return to your former self, but it is a difficult test. For a hundred years you will remain here, during that time, the flower on you will grow. If you find love and can be loved in return, the flower will bloom and you will be human again. But, if at the end of a hundred years, you do not open your heart to love, the flower will die and so will you. This is the burden you must bear, to live as a beast for acting like a beast. You must change for the better, or perish for your arrogance." She closed the sketchpad and disappeared.

Marluxia struggled to maneuver to the giant gold-framed mirror he had hung vainly in the ballroom. He looked at the alien creature, he hated the image that stared back at him. His blade was swiftly driven through the glass.

"Larxene didn't love me, Axel didn't love me" he lamented, trying to move with his new form, "nobody loved me when I was human. Who could love me like this?"

My computer's been acting funny lately, so I might not get the next chapter in soon. But a few reviews might magically make the technical difficulties vanish.