The first thing he noticed was a sticky wetness spreading through the left side of his coat. He touched it with his right hand and then stared momentarily at the red substance. He smiled at the irony. I have no heart yet somehow blood still pumps through my body. He perfectly flipped backward to avoid another attack that had, this time, been aimed at his head. His wound gushed slightly making him start to feel woozy. He began to sway and stumbled back.

"Roxas!"

Whoever it was calling him seemed very far away, like their voice were being carried to him from the other side of a gigantuous cave.

The Keyblade Master slammed his weapon into the ground to help steady himself. His current Heartless opponent took this moment to set a head on collision course with #13. This particular Heartless was much larger and faster than what the Organization usually dealt with. It was beginning to look like their 13th member was out matched on both speed and strength. Roxas looked up in time to see something or someone collide with the monster, and as the ground shook from the massive impact, he lost his hold on the weapon and began to teeter over. He felt too weak to even brace himself for what would be his face hitting the ground, so he was somewhat startled when strong arms wrapped around him and guided his safely to the ground.

He could still hear muffled explosions as the battle with the giant Heartless continued. Roxas tried to see who was with him, holding him gently against their warm body.

"Roxas," they said, their voice drenched with panic. "Oh God… There's so much blood." They then yelled over their shoulder, "Demyx! Where are you with those potions?"

The blonde's vision began to focus just enough to see who was with him. "A-Axel…" he tried, but it came out somewhat strangled.

Axel placed a gentle finger on his friend's trembling lips. "Shhhhhh, don't try to talk. Help's on the way, you're going to be just fine," his voice cracked on the last word.

Roxas began to tremble a little as he said, "A-Axel…I-I'm sorry…"

Axel wiped some hair out the blond's eyes, "For what?"

"Our promise…t-to always be together," his brows scrunched together as a tear slid from his eyes, "and now…now we won't-"

"Don't talk like that," said Axel, in an angered panic, "You're going to be fine, so don't you worry about our promise, okay?"

Roxas' eyes widened a fraction at the sight of the fear now in his best friend's eyes. "You're…scared…?"

"What…?"

"I-I've never seen you…get scared…" Roxas smirked.

Axel gave an uneasy smile and said, "Yeah, well, it would be a shameful lie to say I was anything else, right now."

Roxas was growing paler and colder as his breathing became more erratic. Axel then noticed the blood pooling around his friend and flew into another wave of panic.

This can NOT be happening! Demyx where are you! he thought desperately.

"It-it wa…wasn't supposed to be…like this…-…so hard," more tears streamed from down the blond's cheeks.

A few tears slid from Axel's eyes as he gently caressed his friend's cheek and thought, He's losing himself…!

Roxas reached up a bloodied hand to wipe away Axel's tears and said just above a whisper, "Your…smile…always made my heart beat just…a little…faster…" his breathing began to slow way down, which told Axel only one thing, "I…always loved…that…about you… Promise…you'll always smile…for me…" Demyx wasn't going to make it in time.

Axel trembled with the overwhelming grief now penetrating his whole being. He gently closed his friend's eyes and then leaned forward to plant a kiss on his forehead. When he pulled away, he was wearing the smile he only ever showed Roxas, but he couldn't stop the tears from overflowing. "I promise you, Roxy," he took a shuddering breath, "I won't let you down."