"Haaahh… haahh.. haaahh…" Ventus had his hands on his knees, exhausted from sparring with Aqua and Terra. "Tired already, Ven?" Aqua said place her hand on his back. "If you're that tired you need to practice some more. We are having an exam tomorrow." Terra said calmly. "Yeah I'm… I'm fine. But you two… You've gotten so… so GOOD." Terra laughed. "Keyblade master or not, you put up a really decent fight yourself." Ventus smiled and stood up, but feeling exhausted he fell over. "I might just sleep out here. Tonight." Off in the distance the trio head running footsteps. "Heeeey!" The person who yelled had reached them. "Why didn't you tell me you were sparring?"

"Ark…" Terra said looking a little bit surprised.

"Why do you always spar whenever I'm not around?"

"Because, when you're sleeping you're impossible to wake up."

"But I…! Yeah, you're right." The all shared a small laugh. "But really, we all have the exam tomorrow."

"Are you sure you'll be alright sparring now?" Said Aqua "You're still recovering from when Ventus beat you a few days ago. "Yeah, I'm fine!" Aqua raised an eyebrow and slapped his back. "Gaaah!" She smiled. "See, you're still recovering. You should sit this one out."

"Nah. Let him fight. He hasn't for a while. It'll be bad for him if he isn't in top condition for the exam tomorrow." Aqua looked a little concerned but she nodded and sat next to Ventus, who was sitting up ready to watch the fight. "Who do you think is gonna win." She asked. "Terra is really good. But my money is on Ark."

"Why's that?"
"Ark is the newest keyblade master but he has some incredible fighting power."
"Hmmm. Well, we'll see." Terra summoned his keyblade. "You ready, Ark?" Ark summoned his. "You know it!" They both got at the ready. Then they went at each other not holding back. "Woah…" Aqua smiled at Ventus seeing his shocked expression. "I almost forgot, Ven. This is your first time seeing them fight isn't it?" Ventus nodded and said "I didn't even know Ark could DO that. And Terra… wow he must've been holding back." Aqua laughed and went back to watching the two spark. But I can't shake the feeling something bad is about to happen Ventus thought to himself. "Not bad Ark!" Terra said not breaking his attack string. "I'm strong y'know!" Ark said blocking Terra's flurry of attacks. Ark managed to push Terra back and go on the offensive. "Woah!" Terra said trying to block. "Not bad!" Terra said more than surprised. "Not over yet!" Ark said. He jumped back. "Tempessttt… SLASH!" He swung his keyblade and a massive Arc or energy raced toward Terra. "Gah!" Terra readied his keyblade and stood against the attack. A few seconds later the arc had disappeared. Terra's feet were dug so hard into the ground it had left a skid mark from where he was trying to block the attack. "That's… new." Terra said trying to catch his breath. "You not done yet?" Ark said resting his keyblade across his shoulders. "Nope!" Terra smiled and charged at him. Ark blocked the attack but something unexpected happened. "Wha?!" Terra said. "What?!" Ventus said jumping to his feet. "No way…" Aqua said shocked. "It… can't be…" Ark said looking at his keyblade. The attack he had blocked ended up shattering it. Ark fell to his knees. Terra landed and turned back toward him. "Ark!" Suddenly a large burst of energy shot out from him. "Ughhhh… UUAAAAAAAAAAAAHHHHHHHHHHHHHH HHH!"
"Ark!" Ventus shouted running toward him. "Ventus! Wait!" Aqua called out but it was too late. He had been sent hurtling back but another outburst if power. Terra went back to go get Ventus. "What's… what's happened to me?!" Ark cried out. A dark surge of power began to resonate through his body. "Nnngh.. uwwhhh..RAAAAAAAAAAAAAAAAAAAAAAAAAAA AHHHHH!" he began to float. Terra and Ventus had returned with shocked looks on their faces. Ark's heart slowly emerged from his body glowing a bright white color. "Is he becoming a heartless?!" Ventus shouted. Suddenly the his heart began to fade into a deep black and embedded itself back into ark. He fell out of the air and landed on his feet with red electric sparks dancing on his arms. "Ark… no…" Aqua took a step back. "Death element…"

"What?" Aqua said in reaction to Terra's statement. "Keyblad masters who loose their keyblades. They become a Death Element."

"Is that…. A heartless?"

"No… it's a thousand time worse." Ark raised his head toward the trio, and smiled. But this smiled was filled with cold satisfaction and bloodlust, his green eyes turned to a bright glowing red. "Eh..!" Terra froze. What?! Why can't I move?! "Ark!" Ventus called out. "Don't do this! Remember who you are!" His only response was to raise his hand. Power gathered toward him. The dark power that was gathering began to take shape. It turned into a keyblade made of darkness. "No way…" Terra said summon his keybalde. Aqua and Ventus did the same. "What… IS that thing?" Ventus said shaking.

"That keyblade. It used to be his… but when it shattered, it became corrupted. That isn't a keyblade anymore. It's a weapon formed out of pure darkness. A Maliceblade." Aqua stepped forward. "Ark! It's not too late! Remember who you are! You don't have to become this!" A strage expression crossed his face. "All… of you…" He said "Shut the hell up!" it seemed like two half of him were fighting for control. "Everything goes back to nothing… your time is done." Ark raised his head again and became to slowly advance toward them. "Aaarrk!" Terra and the others went at him. They were attacking him from all sides. Ark blocked every single one of their attack without so much as flinching. The kept fighting and fighting but it changed nothing. Suddenly an impact occurred on his back and Ark turned around. "Your majesty!" Aqua said. "Stay back everyone!" He shouted. "The person you know as Ark is gone." "That can't be! He just—" Terra was Cut off by King Mickey "It doesn't matter. Those were remnants of Ark's memory fighting for life. He was dead the moment his keyblade broke." Ark smiled again. "I see… Accelerate." He said. In an instant Ark was behind King Mickey. He had impaled him with his maliceblade. King Mickey fell to the ground as his heart emerged from him. Ark turned over and Grabbed King Mickey's heart, and devoured it. The trio were too shocked to say anything. Ark cracked his neck a few times. "Know this," He pointed his maliceblade at them. "I kill indiscriminately… Terra, Ventus… Aqua." His focus fixed itself on Aqua. "It seemed… I loved you Aqua." He smiled gently but just as quick as it had appeared it vanished. "You three. You will die."

"Ark…" Terra said. "How could you fall so low?"

"Low? Hehehe.. huhehehe…AAAHAHAHAHAHAHAHAHAHAAAAAA! You really ARE stupid aren't you?! I'm not a heartless. And don't you DARE compare me to those pathetic entities. I don't even REMEMBER the last time I felt this good. Nothing can stop me. Mickey was unable to, so what makes you think you're able to?"

"THIS!" Ventus said. He was behind Ark. Ark looked won. Ventus had impaled him with his keyblade. "I won't let you use Ark's body to do terrible things!"

"You fool…" Ark wrenched the keyblade out of him and tossed it on the ground. He took the base of his palm and sent Ventus rocketing backward. "Nothing took over me, dipshit." He turned back to Aqua and Terra. "But I will make a deal with you. I'll kill you last. You're hearts aren't strong enough to devour yet. Heh. It'd be a waste if I ate them now."

"What…?" Aqua said "Ark, you said you loved me…"

"I did. What of it? If you're asking why I'm doing this, I don't remember what love is. I just knew I did. Nothing more, nothing less." Aqua was taken aback by that, but she brought her keyblade in her hands once again and glared at him. "…You gonna kill me?" He smiled at her, the same smile he had before."

"I will if I have to."

"Heh, you can't."

"Open your ears and LISTEN TO ME!" Ark expression changed from malice to shock and he feel to his knees. "Hurry!" He shouted. "I can't stop it for long! Hurry and kill me! Before it's too late!"

"Ark…" Terra walked toward him. "I'm just kidding!" Ark thrusted his hand forward and impaled him "Terra!" Aqua cried out. "Ugh!...A-Ark…"

"Yes, Terra? What is it?" He said with a kind smile but it only served to mock him. "You don't… have it in you… to kill every…one." Terra fell to the floor, his heart emerged out of his body and Ark devoured it. "Damn! And I wanted to save it for later. But hey… it wasn't bad." Ark shot his gaze to the unconscious Ventus then back to Aqua. He let out a sigh. "If fate has it for me… one day you MIGHT just beat me. Oh and here's a bonus! If you DO somehow manage to kill me," He began to walk away "Everyone will get their heart back, time will have went back to before that happened. But the downside is, I will have never existed, and you wont remember a thing."