A/N: This one's a bit...complicated to explain, I guess. I was designing a "monster" version of Zexion for an RP I was in and somehow, it morphed into a design for Ienzo's Heartless... This is the story that came out of it.

Kairi knew that walking around at night wasn't the best idea, especially now that she was in a world utterly infested by Heartless. Since Sora and Riku had left for a second time, she had been able to feel darkness slowly filtering into the world again. She didn't know how, she didn't know why, but it was there. Thick and palpable, almost like the humidity in the air, it clung to her skin and made her feel sick. But there was no escaping from it. Sora and Riku had left her alone on the islands, to fend for herself. She walked down the familiar sandy path to the beach, pulling her jacket tighter around her shoulders. It wasn't cold, but it made her feel safer - even if it was just an illusion.

In reality, the Princess didn't know why she was doing something so stupid. The night was silent, the hiss of the ocean aside. It was the middle of summer and yet, there were no crickets chirping in the thick island grass. It almost seemed that the stars themselves were veiled. But it felt, in a way, as though someone were calling to her. Whispering her name quietly from a great distance and through great distortion...

She stood on the beach, the surf licking at her feet, confused, glancing around in anxious expectation. In the shadow of the trees, yellow eyes stared at her, unblinking, unmoving. They made no attempt to attack. Kairi shuddered at their odd behavior - why wouldn't the Heartless attack?

'"K-k-k-kaiiiiiiiriiiiiiiiiii" the voice floated to her on the wind, distorted... almost as though the voice itself were oozing with darkness. It seemed to come from all around her and she whirled around, looking for someone. All that caught her eye was shadow.

"H-howwww coooouuuullllld youuuuu f-fooooorgeeeet? "

An icy shiver ran down her back. "Who's there!" she cried, continuing to turn in circles, still looking for the source of the voices. She took a step toward the trees before yelping in disgust.

Thick, black and sticky as tar, something stuck to her foot, gooey tendrils wrapping around her leg, gluing her in place.

" You...don't remember..." the voice was in her ear now. Fearfully, she turned her head. Slate hair hung in a face white as snow, the only eye she could see obscured by a thick cloud of darkness, coal black and empty. Darkness literally oozed from the shadowy form beside her, slowly climbing up her body.

"L-Let go!" Kairi shouted, grabbing at the the thick black tendrils, trying in vain to pull the goop off of her, but merely getting her hands stuck in the tar-like substance.

The face moved into an even deeper frown, eyebrows knotting, almost as if it were in pain. Somehow, she knew, it seemed...familiar. "Why didn't you say goodbye?" the voice hissed, Shadows moving closer and closer, their beady yellow eyes bobbing, fading in and out of existence as the darkness swirled around."Y-you were my bessssst friieeeennd..."

Best friend? The only best friend she had ever had was Sora. Think bands of darkness wrapped around her chest, like boa constrictors, holding her against a solid shape, soaked in darkness. Kairi's stomach heaved, twisting itself into nauseous coils as a finger etched a line across her face, leaving a trail of the thick black substance in it's path like snail trailing slime over a leaf... "Please..." she whispered. "Let go..."

The figure shook it's head, droplets raining from it's hair. " Can't..."

Tears welled up in her eyes, still wide in horror. "Why?"

" I need... " it whispered... " I need a heart..."

The word clicked in her head. Heartless. This was a Heartless! Darkness it self manifest in a familiar form. Was it all an illusion? Kairi shut her eyes tight. Come on... She had been given a keyblade once, she should be able to summon it again, right?

Then, she heard a sounds that she would never have expected. A pitiful sob, long, drawn out and pained. The Heartless was...crying?

" Everyone's forgotten...me... Even is gone, Eleaus is gone...everyone is gone... " It whispered, voice wavering with tears, and, reason be damned, she wanted to hug it. A name played in the back of her mind , something... something she remembered, yet didn't remember.

"I thought...maybe you would...remember me... but I guess I was wrong..." The darkness tightened it's grip, squeezing the air out of her lungs, slowly, surely. " I guess that it doesn't matter anymore... "

"N-No!" Kairi cried "I remember you!"

The slow constriction ceased. "You do?"

"I just...I can't remember your name!" She squirmed, but the bands tightened again.

"Then...it doesn't really matter..." The Heartless hissed, and everything went to black...