This is that oneshot of Axel's death and what Roxas is feeling while it happened. I, of 'course, changed it a little; to fit my fanfic Friends and Memories. Please R&R if you liked Friends and Memroies!!

BTW: I watched the video at the same time, so that way a lot of it is like Kingdom Hearts 2.

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Sora, Donald, Goofy and King Mickey walked into the underground lab inside Twilight Town's mansion. The room was dimly lit and computer monitors took up an entire corner. The brunette got a strange feeling, like he's been there before; but something wasn't right … shouldn't the monitors be broken?

"There!" the mouse exclaimed, pointing to the monitors.

"We found it!" Sora said excitedly. The went over and studied what was displayed on the screens. They group looked puzzled, the advanced technology confusing them.

"How does it work?" Donald asked, reaching for the keypad.

"I think I can handle it," Pence replied, walking over and sitting down in the massive control chair. "Okay … here we go…"

As Pence messed around with the computer, Hayner and Olette came into the room. Everyone except Pence stood back, waiting, watching, hoping. An alternate Twilight Town, Hayner thinks. Well, it's worth a shot.

"It says I need a password," Pence sighed.

"Do you have any idea what it could be?" Mickey asked, a little worry crossing his face; what if they couldn't break it? Goofy brought up the photo and the ice cream bar from the box. "That's it! Ansem loved ice cream. Try typing in the flavor as the password!"

"It's worth a try," Pence replied, turning back to they keypad. "What's it called?"

"I think … sea-salt ice cream," Sora replied, not knowing how he knew the name.

"That's funny," Olette said, a tiny frown on her face. "We used to have that all the time in the summer when we were kids; remember, Hayner?"

The blonde nodded. "Yeah."

"It worked!" Pence said happily.

Suddenly in the corner of the room, a beam appeared on a platform. Sora, Donald, Goofy and the King said goodbye to their three friends as they stepped onto the platform.

"Say hi to Kairi for us," Olette smiled as Pence pushed a button.

"And … go!"

Sora felt a lurch in hid stomach as he was … transported … to somewhere else. It was like being digitalized into Tron's world, only different. Here we go, he thought to himself …

They came out in what appeared to be the same room, only this time Sora thought it felt familiar and right. The monitors were smashed to bits and a door to a corridor was open in back. "I … know this place …"

"Huh?" said Donald.

"This … is the other Twilight Town."

"Are you sure, Sora?" Goofy asked.

The brunette nodded. "…Roxas's Twilight Town."

"Let's split up and look for an entrance to the Dark Realm," Mickey told the boys.

They went through the open back door and found themselves in an open area with a lit floor. "I know this place, too …" Sora said slowly under his breath.

"You say somethin', Sora?" Goofy asked, looking over at him.

Sora shook his head. "N-no, it's nothing. Let's keep looking –"

"There!" said the King, pointing to the corner of the room.

The three stepped through the portal while Mickey stayed behind. They came into some place Inbetween. It had blues and oranges and pinks blended together as you drifted farther away from Twilight Town and closer to the other side, the dark blue, Realm of Darkness side.

But without warning, a group of Dusks appeared, surrounding Sora. He got out his keyblade and prepared for battle …

"It's no use!" Sora exclaimed as he killed off a few Dusks. But there were too many for them.

"Don't stop moving," called an echoing voice from somewhere around them. "Or else the Darkness with overtake you!"

Sora recognized that voice …

Axel? It's Axel! said a voice inside of Sora's heart. What? Are you sure? He asked it. Positive! Look, here he comes now …

Ane sure enough, a red haired man with a black Organization XIII cloak on came bursting into the scene, tearing at a few Dusks as he came. "Get goin'!" he barked at them

"Why?" Sora asked suspiciously.

"Don't ask, just do it –!" but he was cut off as a couple Dusks jumped on him

The brunette came running forward, his legs moving on their own account. Part of him felt a little concerned … "You okay?"

Axel sighed. "I kidnapped Kairi, but she got away from me," he admitted, gesturing with a hand. "After that, Saix caught her. He's a member of Organization XIII; Saix. Got it memorized? Now go save her!"

Sora, behind you …

Sora turned around, confusion on his face with everything that was happening. He cut across the air and terminated a Dusk. "Leave us alone…" …Because this may be the only time I can see Axel again!

"Hmm, I think I liked it better when they were on my side."

…Always one to make jokes when things look bad, aren't you? Yeah … but maybe he's "Feeling a little … regret?"

"Nah, I can handle these punks. Watch this!"

Wait, he's not doing what I think he's – Axel! Don't do it, damn it! Why not? What is he …

Axel leaped into the air with his chakram at the ready. He landed in the middle of hundreds of Dusks.

Sora, stand back … What for?- Just do it! So Sora took a step back. He motioned for his comrades to do the same, so Donald and Goofy took the hint and stood back.

Axel summoned up as much energy as he could, burning orange and yellow flames engulfing him. His chakram whirled around his body at a speed so fast it looked like a tornado of fire. There was an explosion and a burst of light –

Sora covered his eyes, the light blinding him. Donald and Goofy did too, and Sora could smell burning … burning … what was that smell? He couldn't place a name for it. It was burning Dusk, but just what is a Dusk made of to make them smell like that?

When he thought it was all over, the brunette uncovered his eyes. He looked around, his sight coming back. There were no Dusks … anywhere. All of them had vanished. "Whoa …" Axel must have destroyed them all, but at what cost? Just where was he?

No, no … he can't be … Sora! H-he's … over there …

Sora looked and saw someone lying on the ground, helpless. Flaming red hair could be seen from afar. "Axel! You're … fading away …" Tears felt like they were pooling in his eyes, although Sora had no idea why. This had happened before, the time he left Twilight Town and he had cried when he said goodbye to Hayner, Pence, and Olette. "What?" the brunette whispered, wiping his eyes.

"Well, that's what happens when you put your whole being into an attack; Know what I mean? Although … it's not like Nobodies have beings, right?"

"It … took that much?"

"Yeah, but it doesn't hurt. Anyway, I digress; Go, find Kairi. Which reminds me … I'm sorry for what I did to her."

Sora looked down at the redhead."When we find her, you can tell her that yourself!"

Axel chuckled weakly. "Think I'll pass. My … heart … just wouldn't be in it. Haven't got one; but Demyx thinks we do. He's … so foolish …"

Axel, you shouldn't have done that! You're the foolish one. But … what was going through his head when he helped me like that? He used up all his power at once … and now … "Axel, what were you trying to do?"

"I … wanted to see Roxas."

Sora gasped, and his eyes filled with tears again. A few spilled over, and he frowned at them as he wiped them away. Why was he crying?

"I promised him what I'd call out to him and try to reach him if we ever saw each other again."

I hear you, Axel … I'm right here … Who's right there? He said he wanted Roxas, and I know he's that boy in the photo … but you can't be him! You're in my heart, which means you're me! I wish that were so … But, Axel –

"He … was the only one I liked from the Org; he made me feel … like I had a heart."

Axel, please … don't leave me … "…Axel?"

"You know, you look kind of like him … his eyes …"

"I … do?"

Take his hand, please. Just … let him know I'm here …

Without meaning to, Sora grabbed Axel's gloved hand with both of his. "Stop it, you're going to be fine! Shut up and stand up and let's go –!"

Axel slipped his hand out and closed his eyes. "Funny, you make me feel, too …"

No, wait! He can't … I know he can't do this to you … I can feel his in my heart …

Axel shook his head and opened his green eyes. Eyes I may not get to see again … "Kairi's in the castle dungeon. Now go!" he told Sora, opening a portal with his hand.

Not yet, not yet! Axel, don't do this! You're not going to fade away! Is this … is this what Xemnas told you to do? Kill yourself over nothing? I can't just watch you die … More tears came down Sora face, and he continued to wiped them away. "Axel …"

The redhead became less and less visible, his figure fading away to almost nothing, black shreds of his existence flying up into the air of the World Inbetween. "What are you crying for? It's not like … you were my friend …"

"Shut up, I was always your friend!" Sora replied. Then he clamped his hand over his mouth, his eyes wide.

Axel's were wide, too, for a second. Then they closed as he smiled. "So I did reach you after all," he sighed. "I'm sorry, Roxas …"

He reached up for Sora's face, and for a millisecond it was Roxas's face. Roxas – Sora – lunched forward to grab his hand and keep him here, but before he could touch Axel … he faded into Darkness, a glimmering tail of dark matter swirling upward and disappearing like a black comet.

"Axel …" he smiled sadly. "Goodbye, partner," Sora and Roxas whispered at the same time, an intermingle of the two voices.

But Sora didn't notice. And after walking into the portal, he forgot completely.

…Deep down inside, though, Roxas held his and Sora's heart, which began to beat at a slower pace with grief. Sora could feel it, vaguely, although he hardly knew what it meant.