A/N: Sorry! I have major major major writer's block for my story. So I was looking through some fanfics...played KH:Chain of Memories GBA version...and suddenly thought: what is Axel afraid of? Therefore, this fic came to life.

I bid you adieu.


Everyone thought Axel was fearless. Everyone that is, except one.


"Hey Axel," Roxas asked suddenly, "what are you afraid of?"

They were sitting on the clock tower, licking sea-salt ice cream after a hard mission.

"Me?" Axel turned to the younger Organization member. "I'm not afraid of anything!"

"That's impossible! Everyone's afraid of something-Demyx said so!" Roxas retorted.

"Roxas, Demyx ain't exactly the smartest kid around," Axel teased, leaning on Roxas' shoulder. "Don't trust what he says about everyone cause it's probably wrong."

"Hey, Demyx is smarter than you know," Roxas muttered, turning red. He quickly finished his ice cream and threw the stick at the red-head. "Come on, we have to get back to the others."

Axel tossed his own stick away as Roxas opened a portal back to the Castle That Never Was. Another disaster averted. He wondered, just for a moment, what the others would say if they really knew.


It was supposed to have been a regular mission: Axel and Roxas would go out to Agrabah, hunt down some Heartless, then return to Twilight Town for some sea-salt ice cream. The regular routine.

"Hyah!" Axel threw his chakram, beheading a nearby Heartless. Roxas ducked to dodge the deadly projectile as he took out a Heartless of his own. Leaping back, Keyblade flashing, he stood back to back with Axel. They were surrounded by Heartless on top of one of Agrabah's many buildings. That all seemed to be abandoned.

Axel shook his head; he needed to concentrate on the situation at hand. He reached out and grabbed his chakram as it flew past him. Swinging both of them in lazy circles, Axel twisted his head to grin at Roxas.

"Isn't this fun?" he asked, grinning like a maniac.

"Axel! Pay attention!" Roxas swung and hit a Heartless that had come too close to him. In doing so, he managed to slip on the sand, falling sideways. Axel noticed him going down out of the corner of his eye. Reacting, and not thinking, he grabbed Roxas' hand, trying to pull him back up. Unfortunately, the Heartless took the opportunity to attack. They slammed the pair, knocking both off the roof.

"Nng-" Axel tried to grabbed onto the edge of the roof, but Roxas' weight pulled him down. "Whup!"

They landed on another roof and rolled off the edge and into a shop of some kind. Axel slammed into a wooden pillar as Roxas rolled into a counter. The hole they made was quickly covered up; the outside overhand cracked and crashed down, blocking out the light.

Roxas groaned and tried to sit up. He groped around in the sudden darkness for something to grab onto. Finding the counter edge, he pulled himself, rubbing his eyes. He heard a nearby groan and squinted at the darkness.

"Axel?" he called out. "You alright?" No answer.

"Axel! Are you in here? Ax!"

"Nng…why is it so dark…?"

"Axel!" Roxas, keeping a hand on the counter, slowly moved towards the sound. "The Heartless knocked us off the roof and we fell in this shop. The overhang or whatever crashed down and covered the hole so there's like no light. Are you hurt?"

"Roof fell…?" Axel sounded confused. "Wait…there's no light, and no way out?"

"Yeah, we just need to find the actual door," Roxas joked. Something was wrong with Axel's voice. It sounded strange.

"No…out…" Axel shifted, and something heavy fell. "Ouch…way out…where's the way…?"

"Axel?" Roxas reached the end of the counter and stared into the darkness. He thought he could make out Axel's outline. "You alight? Hurt anywhere?"

"Roxas…" Axel whispered. He curled up against the pillar, shaking in the pitch black darkness. "I can't…"

"It's alight. We just need to find the door," Roxas said soothingly. He hadn't though this was possible-Axel sounded scared. The fearless Axel was scared.

"I don't like the dark Roxas." Axel squeezed his eyes shut as memories of before came rushing into his mind. He whimpered quietly.

"Ax, it's okay. Come on, stand up for me? I can find you easier that way." Roxas slid one foot in front of the other, heading for where he though he could see his friend. Stretching an arm in front of him, Roxas was rewarded when he hit a warm shoulder.

"Axel," he whispered. The red-head shook and curled up tighter. Roxas wrapped his arms around Axel's shoulders, trying to comfort him.

"Look it's okay. We can just make a portal and get out of here. Is that good?" Roxas asked quietly.

Axel slowly nodded. "O…kay." He let Roxas pull him up off the floor. With both arms wrapped around one of Roxas', he listened to the boy make a portal, eyes still clenched closed. When Roxas pulled him, he shuffled forward until he felt the sun hit his face.

"Here. We're in Twilight Town now, Axel. You can open your eyes now." Roxas tried not to sound mocking or teasing; he was honestly worried for his friend.

Slowly Axel opened his eyes; first the left one, then the right. He blinked several times, and looked around. His hands tightened on Roxas' arm to the point the boy yelped in pain.

"Oh, sorry…" Axel let go of Roxas' arm and stepped back. He rubbed the back of his head and looked to the side. "You must think I'm pathetic…being afraid of the dark and all…"

"Nah, it's cool." Axel turned back, surprised. "Everyone's afraid of something, right?" Roxas suddenly grinned up at the dumbstruck red-head. "I won't tell the others on one condition…"

"What?" Axel asked eagerly.

"Don't call Demyx stupid anymore. He really is smarter than the others make him out to be." Roxas pulled at the end of one of his sleeves. Axel watched him, still shocked. The young Organization member turned away. "Will you stop staring at me like that? I have better things to do than tell my best friend's secrets…"

He yelped as Axel pulled him back into a hug. "Roxas…thank you. I would never have been able to get out of there if it wasn't for you."

Roxas colored slightly at the praise. "Didn't do anything, really. I don't like being in total darkness too, you know."

"I know." Axel let him go and grinned. "Want to get some sea-salt ice cream now?"

"Why not," Roxas replied, already walking towards the stand. Axel followed him, hands on the back of his head, that silly grin still stuck on his face.