Kyle 10 VS Omnitrix the First: Omni's Universe

by Omnitrix1

One of two sequels to "Kyle 10 VS Omnitrix the First." Upon returning back to their world, Omni and Tonto discover another version of Kyle waiting for them. One from a world where he's not only the Ultimatrix wielder, but also the Keyblade Master. Add on the Organization and a new demonic transformation for Omni, and it becomes clear that no one's getting a break.

2. Boss Fight

Kyle 10 VS Omnitrix the First: Omni's Side

By DriveMaxUltraDynamoZord and Omnitrix1

Chapter 2: Boss Fight

Tonto and Yuffie stood atop a building and looked down to the city below them. Yuffie had suggested that being so high would give the two an advantage if something were going on below, but for Tonto, all it gave him was vertigo. However, as the two surveyed the streets below, Tonto looked over to Yuffie and smirked a little. It wasn't every day that he got to meet a character from a video game.

"So Yuffie," Tonto asked, as Yuffie eyed the streets below, "You seem to be taking the whole 'video game character' thing well."

Yuffie was surprised Tonto asked that, yet knew how to respond.

"Well, that's what Kyle told me after a little while," Yuffie replied, "I guess he just wanted to make sure I trusted him before he told me or something like that. Then again, I knew he wasn't Sora before everyone else did. I still don't know why." She looked out across the top of the building they were currently on, before her eyes wondered to Tonto's wrist.

Yuffie asked him, "Does that watch work like Kyle's does?"

"Huh? You mean the Omnitrix?" Tonto asked, showing off his watch, "Yeah, pretty much. 'Cept I can't go Ultimate like him. That feature was left out of this model."

Yuffie was surprised that his watch lacked the Ultimate feature. Kyle never mentioned an 'Omnitrix' either.

Yuffie asked, "No Ultimate, huh? How much harder does it make the job if you can't evolve them?"

"It makes a little harder, but Omni and I have managed," Tonto replied.

Yuffie chuckled while she looked at the Omnitrix closer.

"It looks practically like a regular watch," she said.

"Yeah, it does," Tonto said, looking down at his Omnitrix, "You should have seen the original model; the only reason we called it a watch was because it went on our wrists."

Tonto looked over to Yuffie and saw her smile upon hearing his story, and he couldn't help but smile as well.

"So, why are you traveling with Ky anyway?" Tonto asked, "Last time I played Kingdom Hearts II, you weren't one of the Party Members."

Yuffie thought about it. No one seemed to ask her that before.

She said, "Well... I know this will sound weird, but... He had an air about him that made me believe in him more than Sora did. Not that Sora wasn't strong, but Kyle seemed stronger, more skilled. You'd think that would make me not go. But I wanted to. It made me think I could be more helpful with him than staying at Hollow Bastion. Leon was alright with it, too, even though he thought Kyle was Sora at the time." She had a slight blush, but quickly shook her head.

Yuffie then said, "I guess I just want to help him save the worlds."

"Well, I can easily say it's going to be one heck of an adventure," Tonto said, looking out to the town, "Just wait 'till you see Timeless River. Oh, and Space Paranoids! That one's my favorite."

Yuffie suddenly smirked and asked Tonto, "Timeless River is in the past... and Space Paranoids is inside of a computer, right?"

"Wait, you've already been to those worlds? Dang," Tonto said, smacking his knee, "Well, what was it like to be black and-"

Tonto stopped what he was saying as he saw something in a nearby alley. Curious, he squinted his eyes to get a better look and saw what appeared to a gaggle of Soldier Heartless.

"Yuffie," Tonto said, pointing to the alley, "Heartless."

Yuffie looked to where Tonto was pointing and saw the Soldiers were running about, making their signature clinking and clanking noises.

Yuffie said, "Those guys are easy, though." As she pulled out one of her shuriken though, she wondered if they would lead to Xigbar or the rest of the Organization.

She turned to Tonto and asked, "Tonto, you have any alien that's stealthy enough to track them?" She was preparing to teleport closer to them, but at a higher vantage point.

"I think I might have an idea, but please don't get creeped out," Tonto warned Yuffie. He then went for the Omnitrix, and started scrolling through his aliens. He then selected his choice, brought out the dial, slapped it down and in place of Tonto was a black pile of goop. Yuffie was confused for a second, before the goop started moving towards her. She backed away a bit, but the goop eventually caught up with her and latched on to her leg. It then began climbing up her body, causing Yuffie to try to shake it off, but it stuck to her, and once it had enveloped her completely, it took the shape of her clothes, and on her chest was the symbol of the Omnitrix.

Naturally, Yuffie began freaking out about this, 'till she suddenly heard something.

"Yuffie, calm down, it's me." That was Tonto's voice, but she heard it in her head.

Yuffie suddenly felt stronger than before. Yeah, at least Tonto didn't possess her, but this felt really good.

Yuffie said, "It's fine now, Tonto. It just felt weird when you got on me." She wondered if she said something unintentionally innuendo-y. She shook the feeling aside for a moment. The Soldiers continued to walk.

Yuffie asked Tonto, "Okay, so what kind of new powers do I have now?"

"Nothing new, but your own abilities have been enhanced, and considering that you're a ninja, I think that should be enough to trail them," Tonto said to Yuffie, "Plus, if it looks like we're going to be spotted, you can slip into the shadows, and I can give provide some camouflage."

Yuffie was happy to hear all of that, and leaped from building top to building top to keep following the Soldiers.

With Kyle, Donald, and Goofy…

At the moment, Kyle was Big Chill and was floating around the city while Donald and Goofy searched the ground. He had not yet found a Dusk, Creeper, or even a Heartless. But with the Organization around, they were bound to show up soon.

Kyle said to himself, "I wish I had the rest of my aliens back. This would be so much easier if that were the case. Metrion would work wonders." He saw Donald and Goofy chasing after a Dusk.

Kyle said, "Looks like my cue. BLIZZAGA!" He pulled out his Keyblade, shooting ice shards at the Dusk, freezing it.

Donald yelled, "HEY! I had it!"

"Sorry Donald," Kyle replied, "Just wanted to make sure."

Goofy replied, "We were following it to find out where they were."

Kyle suddenly began sweating as he realized he screwed up.

"Sorry," He said. Donald shook his head at him.

"Great!" Donald yelled. "Now we have to go looking all over again!" He stomped off. Goofy just slapped Kyle on the back.

Goofy said, "Aw, don't worry, Kyle. It's just one screw-up. We'll find another one!" Kyle flew up, looking down at Goofy.

Kyle said, "Thanks, Goof." He turned intangible again to fly around. Goofy ran to catch up with Donald.

Meanwhile, Kyle continued flying through the sky, but he had trouble still trying to locate a Nobody or Heartless. He said to himself, "Crap... still no Heartless or Nobodies. I'm starting to wonder if leaving Donald and Goofy to themselves was a good thing or not..." He saw the ground, then saw a Shadow Heartless.

Kyle said, "How convenient. Time for stealth mode." He flew behind it, making very little sound as he flew behind the Shadow as it darted around aimlessly. Then, the Shadow came up behind an innocent woman and was about to attack her. However, Kyle resummoned his Keyblade, and stabbed it through the Heartless. The woman jumped back in fear.

Kyle said, "Don't worry ma'am. You're safe now." She ran off anyway.

Kyle thought to himself, 'Huh. I guess people here aren't as alien-tolerant as the other places are.' He took to the skies, seeing a flying Surveillance Robot Heartless that was looking at a black cloaked figure.

Kyle said, "Organization XIII..."

Meanwhile…

A lone boy walked along the street, the ground cracking beneath his feet with every step. As he passed by some people, many couldn't help but stop and stare at him. He didn't pay them any mind; if he knew any of them, then odds are one of them would have said something. But no, for now they were just strangers.

He continued walking 'till he come upon a bakery. He stopped at the window and looked in. The lights were out on the inside, and he could make out what appeared to be a simple counter which consisted of a single cash register and a small gallery of cakes, doughnuts and other assorted pastries. However, because the interior was so opaque, the boy was given a clear view of his reflection.

His face didn't look like the rest of them; unlike those people he passed, there were four red markings on his face. Two markings were right under his eyes, and seemed to curl up around the side of his face and end right were eyebrows were. The other two were on his cheeks and they seemed to go down to his jawbone before fading away. His ears didn't look like theirs either; instead of being round and firm, they stood up and were pointed, almost like a fox, and his teeth were sharper, almost like they were built for tearing. But what separated him the most was his eyes; unlike those people, his eyes were completely red. No irises, no pupils, just complete red. The rest of him however did resemble them more, though there were still differences. His attire mainly consisted of an orange sleeveless jacket, with a white shirt right underneath it. His arms were slight shades of orange, with what appeared to be small pieces of white, bony armor coating the lower halves, and his nails were sharp. So sharp, he assumed, that they could probably cause some serious damage to anyone they were used on. His pants were a lighter shade of orange, and seemed to be tight fitting, and on his head was a blue headband, whose front was covered up by a few locks of his blond hair.

"What... Am I?" the boy said in a deep, gravelly voice.

With Donald and Goofy…

Goofy and Donald had gotten food now, using some munny they had after selling it for paper currency.

Goofy asked, "Why don't these people accept our munny, Donald?"

Donald replied, "Who knows. At least we could exchange it for these pieces of paper that these people use."

Goofy said, "Maybe we really are in an alternate dimension... gawrsh..." He looked to his right, by the bakery, seeing a blonde kid in an orange hoodie looking through a window. Goofy walked over to him.

Goofy asked, "Excuse me! Have you seen anyone in a black hood?" The kid turned around, revealing his red eyes. Goofy jumped back in fear.

Donald asked, "Goofy?" He turned, seeing Goofy backing away from the kid as he looked at Goofy weirdly, as if questioning what Goofy was.

Donald yelled, "WAAAAAAAGGH!" He called up a Thundaga, having it land in between Goofy and the kid.

Donald warned him, "Back off!"

The boy staggered back from the attack before seeing Donald defending Goofy. Then, he started looking at Donald the same way he was looking at Goofy.

"You two... Are different from the rest," the boy said, taking a step forward, "Why is that?"

Donald was surprised the kid asked that question. Was something wrong with him? Did he escape from a mental ward or something? Was he on the verge of becoming a Heartless? He couldn't tell. But he admitted the red eyes were way off.

Donald answered, "As if we'd tell you!" Goofy managed to pull out his shield, but begun to hide behind it as Donald got in front of him.

Goofy said, "Uh, Donald... I think he's just as confused as we are." Donald rolled his eyes.

"No way, Goofy. He's becoming a Heartless!" He said.

"Heartless?" the boy said, "Is that what I am?"

The boy looked to his hands for a second before looking back to Donald and Goofy.

"But then, what are you?" the boy asked.

Donald was confused by what he was saying. Goofy knew what was going on now.

Goofy said, "He may be an alien or something. Not a Heartless." Donald wondered for a moment. While not all Heartless had an Emblem on them, this kid didn't have one, and maybe he really was just confused. Donald put his staff away to walk up to the kid.

Donald said, "You know what? I'm not really sure anymore. I just attacked because you freaked out Goofy over there. Name's Donald Duck."

Goofy said, "You know me. What's your name?"

"I..." the boy paused, and looked himself over before looking back to the pair, "I don't know."

Goofy said, "You don't know who you are? That's strange." Donald looked skeptical, but the kid also looked genuinely lost.

Donald said, "I suppose we should stick with you for now until we find out what's going on. Kyle leaving us behind and all... Didn't leave a lot for us to do."

The boy tilted his head to Donald's suggestion. He then looked between Donald and Goofy and then clenched his fists.

"Sorry, not interested," the boy said before he walked away.

Both the duck and dog looked at each other in surprise. They wondered what to do.

Goofy said, "Maybe we should just leave him alone, Donald." Donald raised his eyebrow.

"No," He said, "We won't ask him to help us. But we'll follow him. Maybe the Heartless will eventually come after him because of his energy. He seemed powerful." Donald followed behind the boy, taking care to hide. Goofy did the same.

With Kyle…

As Kyle looked down and saw the Organization member, he turned to Cannonbolt and prepared to dive at him. The cloaked man hopped aside to see what was coming at him, and Kyle killed the Surveillance Robot as he landed.

"Oopsy daisy, kiddo! You almost hit me that time!" Kyle unrolled, and looked at Xigbar, who pulled his hood down.

Kyle said, "Look, Xigbar. I'll give you one chance to get out of here alive. Fail to comply, and I WILL destroy you." Xigbar laughed.

"As if! What happened back at Hollow Bastion was pure luck! You only caught me off guard. Now that we know what you can do, I won't go easy on you. Capiche?" He pulled his sniper rifles out as Kyle transformed to Chromastone, and summoned his Keyblade again.

Kyle said, "Good luck trying to beat Chromastone with laser bullets!"

Xigbar shot lasers at Kyle, who absorbed them and shot them back through the Keyblade.

Kyle said, "Sorry, Xiggy. Not good enough!" Xigbar had to dodge as he launched the shots back.

"Tsk..." Xigbar said, "I may need backup after all!" Kyle wondered what he meant, then turned around, seeing another hooded figure brandishing a claymore-type weapon, and then dive at him. Kyle dodged and saw that the figure was revealed to be Saïx. Kyle narrowed his eye.

"Saïx," Kyle said with venom in his voice, "GIVE BACK KAIRI!" Saïx merely chuckled.

"We led you into a trap, fool!" Suddenly, lances landed all around Kyle, and Xaldin tried to divebomb him, slamming him with two of the lances at once, and launching him away. Kyle transformed to Spidermonkey to web himself back, then went Ultimate Spidermonkey to punch Xaldin. He was blocked by cards. Then two more lasers landed on him, launching him back.

Kyle said, "Oh shit." Xemnas, Xigbar, Xaldin, Saïx, and Luxord were all there.

Xemnas grinned, then said, "Keyblade wielder. It's been awhile." Kyle glared at them.

"Fuck you guys," Kyle said.

Xemnas merely chuckled at Kyle's choice of words and said, "How does it feel to be on the end of your rope, Kyle?"

Kyle looked shocked to hear Xemnas call him by his real name. Kyle should've known they would have heard him earlier.

Saïx said, "Taking Sora's place. How thoughtless." Kyle shook his head.

Kyle said, "It's not like I asked to. Just like when I got my Ultimatrix."

Xigbar brought up, "Oh, so you're a faker, huh? Taking other people's stories, and inserting yourself in them, getting their powers and leaving them with squat!" Kyle growled, then transformed into Humongousaur.

"SHUT UP!" He roared, as he grew to 60 feet tall and swung. Luxord threw the cards at Kyle. Kyle punched through them, destroying them, then tail whipped him. Xigbar's gun shots were only stinging Kyle, and he swung, only for Xigbar to teleport. Xemnas fired more lasers as well. Kyle stampeded through them, then summoned his Keyblade, swinging an enlarged one at Xemnas, making him guard with a force field. Xaldin swung his lances, but Kyle grabbed one, and pulled Xaldin along, slamming him into the ground.

"GETTING REAL TIRED OF YOU GUYS RUNNING FROM ME!" Kyle yelled.

Meanwhile, with Tonto and Yuffie…

At the moment, Tonto and Yuffie were still following the Soldier Heartless. For some reason, the flock weren't actually attacking anyone. In fact, they walked like they were heading for a specific goal.

Yuffie asked, "Usually Heartless wander around... what's with these Soldiers?"

"No idea," Tonto answered, "Maybe they're looking for something? After all, Heartless are always looking for new hearts to take."

Yuffie, still infused with the Symbiote's power, kept her eyes on what was happening below. The Soldiers' clanking was beginning to get annoying, but they still refused to split apart from their flock. All of a sudden, they heard an explosion.

Yuffie, surprised, asked, "What the-?" She hopped up, seeing Humongousaur slamming something into the top of a building.

Yuffie yelled, "Kyle! Tonto, he's in trouble!" But then she thought about their task, and saw Xigbar shooting at him while there were other Organization members. She decided to help anyway, and tossed some shurikens that smacked Luxord. This had confused Kyle greatly.

Luxord asked, "What the hell was that?" Yuffie landed, but they still could not see her at the time since she was blended into the darkness. Even Kyle was lost.

"Whoa," Tonto said, looking to the Organization members present, "It looks like they're all here, even the head hancho himself. This is not going to be easy... Did Ky level up Limit Form?"

"He's good with Limit Form, but he has other forms, too. Valor, Wisdom, and Master," she said. Kyle was still unaware Yuffie was there. He decided to take further advantage of this distraction from his mysterious ally. He swung at Xemnas. Saïx jumped, absorbing the blow for him. Xigbar begun to fire in random directions, hoping to locate Yuffie. Yuffie dodged a shot. Xaldin called his lances back to him, and Kyle decided to amp up his power. He looked at his Ultimatrix, and slapped the dial. He got red electricity along his palms all of a sudden, and along with his Kingdom Key, Oathkeeper appeared in his other hand. Armor plating extended from the Ultimatrix symbol to the shoulders, and the plates had Valor Form's insignia. He smiled while Tonto seemed to freak out.

"He can use Drives while he's transformed?!" Tonto yelled in Yuffie's mind. Yuffie squinted a bit and held her head in mild pain, but after shaking off the feeling, she responded.

"Yeah. His drives work in human, and alien form. He used to use them both separately, but once he discovered the drives work while he's transformed, he's used both in combination more often," Yuffie told him. Kyle brought both blades down at Luxord, who blocked them. Saïx went Berserk under the light of the moon, charging at Kyle just then.

"Do you think we should him then?" Tonto asked, "I mean, it looks like he's got this handled now."

Yuffie looked around. Of course, with as much strength and durability as Humongousaur had, he should be fine, one would think. But since the rest of the Organization was here... Part of Yuffie did not wish to take that chance. She saw Saïx charging, and threw one of her larger shuriken at him. Saïx saw this coming, and batted it aside.

Saïx said, "I thought you did not need help to beat us, Kyle." Kyle looked weirded out to suddenly hear this.

Kyle asked him, "What?" He looked in Saïx's direction, but still could not see anything, then saw a green light. He gasped.

Saïx said, "Whoever you are, you think you can defeat me by staying in the shadows?! COME OUT AND DIE FIGHTING!" He charged towards Yuffie and Tonto. Kyle ran in Saïx's direction, but was blocked by Xaldin's lance dragon.

Xaldin said, "Not this time, alien boy!" Kyle was blasted back by the wind. He slashed at Xaldin, separating the dragon. When Saïx jumped, then dived down with his claymore, a black figure flipped out of the shadows and into the moonlight.

'There goes our cover...' Yuffie thought. Kyle didn't know what was going on, but was happy he had backup. He figured this may have been Tonto. He charged at Saïx, who was recovering, and slashed him with the Oathkeeper. Saïx was knocked off the building.

"Oh my God," Tonto said, his voice dripping with anticipation, "I'm going to part of a KHII boss fight... This is the best day of my life!"

Yuffie, slightly annoyed, said, "This is real life right now! Not a video game!" She jumped up, kicking Xigbar, who teleported into her path. Kyle got surprised to hear Yuffie's voice.

"Yuffie?!" He asked loudly. Yuffie turned her head.

"Yes! Sorry for intervening!" She yelled back.

"No, I appreciate it!" He swung another time at Xemnas, who got hit. He flew up to recover, then struck Kyle with one of his ethereal blades. It made a small gash, but Kyle didn't care. He swung his tail at him, knocking him back. Luxord began throwing his cards at Yuffie.

"Look who's on top of the game!" Luxord yelled as he threw them. Yuffie dodged, and punched Luxord across the face at blinding speed. Luxord nearly fell off the building.

"Whoa!" Yuffie exclaimed. "That was pretty cool."

"Enhanced abilities, remember?" Tonto said, "As long as I'm bonded to you, you're practically a super hero."

Yuffie dodged an attack from Xaldin as Tonto explained what happened. Luxord attempted to retaliate, but Yuffie kicked him in the head this time. Saïx had somehow made it back to the top of the building and went after Kyle again. He smacked Kyle with his Claymore, making him slide to the edge of the building. Kyle shrunk back down to prevent himself from losing too much balance. He then charged for Saïx, but Xemnas got in the way and blocked him.

Xemnas asked, "How can you hope to stop us, even with your friend?"

Kyle just grinned and said, "Just be lucky the others aren't here."

Saïx smirked and said, "He's bluffing, Lord Xemnas."

Meanwhile, again…

Donald and Goofy continued to follow behind the boy as he walked, making sure to stay out of his sight if he were to turn around. For the moment, it appeared to be working; the boy just continued walking down the street, passing random civilians on the way and turning a few heads, but he didn't seem to be doing anything else.

Goofy looked at the boy as he walked. He still felt like something was wrong, but he didn't know what. He turned to Donald to ask him something.

"Donald, are you sure this is the right idea?" Goofy asked.

Donald replied, "Who knows, Goofy? He's the only lead we have now, though. WAK!" He pulled Goofy behind a building as the gaggle of Soldiers Yuffie and Tonto were searching for before showed up in front of the boy. They looked like they wanted a fight. Goofy looked worried, still.

He asked, "Should we help him?"

Donald said, "I think he can handle it, strangely enough..."

The boy looked to the Soldiers in confusion, completely flabbergasted by their sudden appearance.

"What manner of creatures are you?" he said, taking a step towards the Heartless. However, once he got close enough, one of the Soldiers suddenly leaped at him, intent on giving him a swift kick. However, the boy managed to avoid the attack, with the Soldier missing him by inches. However, the rest of Soldiers soon leaped at him as well, intent on delivering similar attacks. The boy managed to dodge each of these attacks as well, but what he failed to notice was that the Soldiers started to surround him, keeping him from avoiding any further attacks.

The boy looked to the Heartless surrounding him, and soon found himself getting agitated, and soon a small growl escaped his lips. Then, one of the Soldiers leaped at him, but just before it could hit, the boy turned towards it, and slashed it with his claws, causing it to disappear and a heart to fly away. The boy then looked to the rest of the Heartless, let out a yell, and charged right at them. The boy slashed another Soldier as it jumped at him. The Soldier was destroyed easily. Two of them came at once. He growled again, then suddenly stretched out his arms, surprising even himself and the boy's claws slashed through more of the Soldiers, and dwindled their number to 10. He seemed to get surrounded again, but he was no longer worried. He got on all fours, and an orange aura grew around him.

The Soldiers all jumped at once and he unleashed a roar, vaporizing all the Heartless just by the sound alone. 10 more hearts floated into the sky. He smirked, and unbeknownst to him, a tail was beginning to sprout from the aura.

The boy then stood up straight and started flexing his claws. That power he just felt... What he was still feeling... It was amazing! He had no idea that he was capable of such feats, and yet... It felt very familiar. Like he had done this before, only somewhere else.

Meanwhile, Donald and Goofy had seen the whole fight from their hiding spots, and were completely amazed by the boy.

Donald's beak was wide open. Goofy had gulped. "G-Gawrsh, Donald," Goofy said, looking Donald in the eyes, "What do we do now? Find Kyle?" Donald shook his head, and thought hard. If this kid was going to help them against the Heartless, they should be fine. But if he started going after people, they needed to find Kyle, Yuffie, and Tonto to take him down. He gave it a minute.

"Goofy, watch him. If he tries to kill anything that isn't a Heartless or Nobody, keep him busy as long as you can," He said, walking off.

"What about-"

"I'm getting Kyle and the others. If we're all there, we may just stand a chance of taking him down," Donald said as he headed in the opposite direction.

Goofy watched as Donald left to find Kyle and the others, leaving him in charge of spying on the kid. Goofy then gulped again, and looked back to the boy, who was still standing there flexing his claws.

As for the boy himself, he was finding his newly discovered power to be quite invigorating. Unfortunately, since he had defeated those creatures, he had no other means of testing it. He needed... A new opponent. But, not someone like those creatures, they were easy. He needed a challenge, someone who could test him, push him to his limits. But where would he find someone like that? Then suddenly, the boy remembered Donald and Goofy from before, and he remembered how Donald had managed to summon lightning from his staff. There was obviously more to them then met the eye.

"Maybe they could provide a challenge," the boy said, his smile growing wider. He then turned around and walked back the way he came. Goofy saw this and managed to quickly dive into a nearby trash can, causing the boy to walk right by him.

"Gawrsh, I need to find Donald! They're looking for 'im!" Goofy said, before he got out of the can and ran the opposite way to try and get to Donald before the boy could, and prepare a route that would allow them to reach Kyle, Yuffie, and Tonto first.

"Donald!" He called out to in an attempt to find his friend.

Back with Kyle, Yuffie, and co…

Kyle, Yuffie and Tonto continued to fend off the Organization's attacks. At the moment, Yuffie had just managed to dodge one of Xaldin's spears before running up to him and kicking him towards a building. Xaldin managed to cushion his crash with a quick air pillow before launching more of his spears at Yuffie.

"Incoming!" Tonto yelled in Yuffie's head.

Yuffie heeded Tonto's warning, dodging Xaldin's lances. Xaldin grunted.

"TAKE THIS!" Xaldin yelled, disappearing briefly. Yuffie was stunned to see this. When she looked up, Xaldin dove down, and Yuffie dodged, then jumped at him, kicking him in the face. Xaldin was launched off the building yet again, and crashed into the one next to him. Luxord went after Yuffie, as she dodged his card attacks, then kicked him towards Kyle. Kyle swung his Keyblades at Luxord, knocking him off. All of a sudden, his Valor Form armor disappeared.

Kyle said, "Oops!" The Oathkeeper Keyblade even disappeared. Xemnas successfully kicked Kyle in the head, making him fall backwards slightly, but he transformed into Jetray, and shot eye beams at Xemnas. Xemnas blocked them with his Ethereal Blades, and Saïx slammed Kyle into the top of the building they were fighting on with his claymore. Yuffie turned to notice it, as Kyle was reverted to human when he landed.

Yuffie yelled, "Kyle! NO!" Saïx fell back down for Kyle, who got his Keyblade ready, then yelled, "REFLEGA!" Saïx's Claymore slammed into the field, which knocked Saïx back. Kyle stopped to pant.

Kyle said, "Okay... THAT was crazy."

"This isn't good," Tonto said, "Yuffie, sorry about this, but Ky needs some backup."

Then, Tonto suddenly debonded from Yuffie, leaving her in her normal outfit. Then, he crawled across the ground to Kyle and began climbing up his arm.

Yuffie just wanted Kyle to be safe. She knew that much. However, Yuffie was quickly pulled out of her thoughts when Xaldin slashed at her again.

Xaldin asked, "So, you lost your black suit? Well, this makes things much easier for me." Yuffie gritted her teeth, then smirked.

"Catch me if you can!" Yuffie yelled. Xaldin swung as Yuffie teleported. She then threw a shuriken at Xaldin. He slashed them aside. Yuffie then hopped over his next attack, and punched him across the face. Meanwhile, Kyle felt Tonto going up his arm.

Kyle asked, "Tonto! What the hell are you doing?!" At the same time, he felt a power boost. "Well, whatever you're doing, I'm feeling better!" Xigbar shot lasers at Kyle, who deflected the shots with his Keyblade. Xigbar teleported before the shots could hit him, though. Soon, Tonto enveloped Kyle, taking on the appearance of his clothes.

Kyle said, "This feels INCREDIBLE! Tonto, what is this?!"

"Omni and I call him Venom," Tonto said, "He's a Symbiote."

Kyle widened his eyes. "Wait..." Kyle then realized it, "LIKE VENOM FROM SPIDER-MAN?! DUDE! What if you take over my mind?!"

Yuffie yelled, "He didn't take over mine! You'll be okay!" Kyle decided to take her word for it.

Xemnas said, "Saïx. Take the black blob being. It may be of use to us." Saïx grinned.

"Yes, Superior," he said, charging at Kyle and Tonto. Kyle grinned, and waited for Saïx to swing his claymore. When he did, Kyle deflected it, then jumped and kicked Saïx into the ground. He then shot multiple Firagas at Saïx, knocking him off of the building.

Xemnas said, "Intriguing. Your blob can boost your power."

Kyle retorted, "Well, it is called a Symbiote after all!" He swung his Keyblade around him, then slung it over his back.

Kyle asked him, "So, Xemmy, how about a little match? Think you can handle all of this?!" He whispered to Tonto, "Can I still use the Ultimatrix with you on?"

"No idea," Tonto said, "Never tried it."

Xemnas gave an evil chuckle, then flew at Kyle. Kyle threw the Keyblade at him, and it smacked Xemnas, then it flew back to Kyle.

Kyle said, "Strike Raid. One of the best skills in the game." He used Quick Run to catch up to Xemnas, then swung his Keyblade at Xemnas' midsection. Xemnas blocked it. Kyle then punched Xemnas in the face. Xemnas recovered after flying, then shot multiple lasers at Kyle, who put up a Reflega to reflect it all back. Xemnas dodged each shot. He teleported, and appeared behind Kyle as his Reflega disappeared. Xemnas went after Kyle, but Kyle surprisingly sensed him coming, and deflected Xemnas' blade. Xemnas was agape.

"Impossible!" Xemnas exclaimed. Kyle grinned.

'Thanks, Tonto,' He thought. He kicked Xemnas into a building as Xigbar got in front of him, and fired a Warp Snipe shot. Kyle used the Warp Snipe Reaction Commands to knock those shots back into him, then he called out a Thundaga to shock Xigbar,

Xigbar yelled as he fell to the ground. Kyle said, "Dude, you're awesome."

"I know I am," Tonto said smugly.

Back with boy…

The boy walked through town, his eyes darting here and there.

"Where are they?" the boy said, irritated, "They couldn't have gone far."

The boy had been searching for any signs of Donald and Goofy, but so far he couldn't find anything, not even so much as a stray feather, and it made him mad.

He continued along on his search, this time raising his arm up to the building next to him and dragging his claws along it as he walked. However, as he continued on, he suddenly heard a commotion from a nearby alley. Curious, the boy walked to the source of the commotion and saw what appeared to be a man wearing a ski mask and holding a knife to a man's throat.

The man being pinned to the wall was holding up his hands. The ski mask man yelled to him, "GIVE ME EVERY BIT OF MONEY YOU HAVE! NOW!" The other man reached into his pocket, but before he could hand over the money, the boy zoomed past and slashed the man with the knife in the back. The ski mask man fell down, and the other man ran away. As the man with the ski mask pulled up his arm, the boy grabbed his hand, and twisted it behind him.

"Whoa, whoa! What the hell's going on?!" The man asked. The boy smiled to himself.

"You have power, don't you?" the boy said, "Can you provide the challenge I seek?"

The boy then twisted the man's arm even further behind his back, causing the man to scream in pain. He then grabbed the man by his throat and threw him further into the alley, knocking over some trash cans in the process.

The boy's smile widened and he walked down the alley toward the man. The man got up, and saw the boy's aura, red eyes, and tail wagging about. His eyes widened.

"What... What the hell are you?!" The man asked the boy. As the boy got closer, he raised his claw in air, ready to strike. However, before he could attack, something hit the boy on the back of the head. The boy turned around, seeing Goofy.

Goofy asked him, "What do you think you're doin', kid?!" The man ran off, thinking he was too drunk to understand what he was hallucinating. Goofy got his shield back, and put it in front of himself.

"You," the boy said, completely turning to Goofy, "I've been looking for you."

The boy then started walking towards Goofy and soon started flexing his claws.

"Where is your companion?" the boy asked, "The one who could summon lightning?"

Goofy suddenly realized that maybe he was a little in over his head. But he still stood his ground and said, "He isn't here right now. I told him to find our other friends. Until then, you'll need to deal with me!" He charged at the boy with his shield.

Donald...

Donald had looked everywhere, and had finally found a guy in an Organization robe. It had been Saïx. Saïx turned his head to see Donald.

Donald yelled, "WAK!"

Saïx got up and faced him before asking, "Where have you been? Logic normally dictates that you would be near the Ultimatrix/Keyblade wielder at all times. You wouldn't happen to have separated, have you?" Donald called down a Thundaga, but it did not do much damage, if any to Saïx.

Donald yelled, "KYLE!" Kyle heard it.

Kyle yelled back, "Donald! Yuffie! Go help him! I'll take on the others!"

Yuffie said, "But they're numbers I, II, and III! Are you sure-"

"Just go!" he yelled to her. Yuffie reluctantly nodded, and teleported away.

Xemnas grinned at Kyle. Xigbar and Xaldin also showed up, surrounding him.

Xemnas asked him, "Are you sure you can take us all on?" Kyle grinned.

"Yeah. If I go hero first." He put the faceplate up, scrolling to Fourarms. Then Kyle slapped the Ultimatrix dial down, and one red flash later, Fourarms stood in his place, with Tonto's Venom form extended to cover more of his body.

Kyle said, "I may not even need a Keyblade as an alien to fight you all."

Xigbar laughed, then retorted, "As if! You can't even stand up to us in your human form with your stupid color changing, and even then, your aliens usually need to summon the Keyblade!" Kyle laughed back.

He said, "I think you know this is gonna be hell for all of you. Now watch!" He made a thunderclap. The wave went in all directions, blasting Xigbar, Xaldin, and Xemnas away simultaneously.

Xaldin yelled, "Impossible!" as the Tetramand/Symbiote combined form jumped at him, then punched him back into the ground. When Xaldin summoned an Aeroga to protect himself, Kyle got through it, and still punched Xaldin. Xigbar shot at Kyle, and when Kyle dodged, he ended up shooting Xaldin. Xemnas flew at Kyle, and Kyle caught Xemnas' blade, then slammed him into the ground belly side first, and stomped on Xemnas' back.

Kyle said, "Now THIS is what I'm talking about!"

"Yeah, awesome dude," Tonto said, his voice sounding a bit strained, "Next time though, ease up on those claps. Venom doesn't like loud noise."

Donald and Yuffie...

Yuffie's next shuriken deterred Saïx for the moment.

Donald sighed with relief. Saïx turned his attention to Yuffie.

Yuffie said, "Is that all you have?"

Saïx replied, "No. Is THAT all YOU have?" He charged at her, and swung his claymore repeatedly. Yuffie teleported as Donald cast a Thundaga spell. The shock was shrugged off as Saïx said an all-too-familiar line.

"MOON SHINE DOWN!" He exploded with blue energy as Donald gasped.

Yuffie said, "Well... That can't be good."

Back with Kyle…

Kyle, realizing he forgot Venom's weakness, knew he probably should have taken that into consideration.

"Sorry," he apologized right then. Xigbar and Xaldin got up, witnessing their Superior trapped in the ground. He turned to see them both. Xigbar raised his sniper rifles, when Xaldin put a lance in front of him.

Xaldin said, "You idiot! You may shoot Xemnas!" Xemnas clenched his teeth, and summoned one of his blades, swinging at Kyle, only to miss. He never knew Fourarms to be fast, despite his amazing strength. As Kyle flipped, he took notice of Saïx's Berserker Aura, and his four eyes widened at the sight. Donald and Yuffie were going to be alone to fight him! Xemnas grinned, noticing the situation.

"What? You wish to help your friends?" He asked him. Kyle looked at Xemnas angrily.

"At least I have some, Xemmy," he told Xemnas. Xigbar felt he should add on.

Xigbar said, "You have two choices, Keyblade Master. One, you fight us to the death and risk Saïx murdering your friends, or two, go and help them, while we have time to help Saïx out." As he said this, Saïx began pounding the ground repeatedly, releasing multiple shockwaves. Yuffie had grabbed Donald and began teleporting in and out to try and get around his ruthless barrage of attacks. He knew he could multiply himself with Echo Echo, but didn't know if Tonto's Symbiote enhancement would spread to the clone so the clone would be enhanced, too. Would that be the best course of action?

One clone could handle one Organization Member... even without the enhancements, but it's still using time and resources. Xaldin ran at Kyle, and Kyle pulled out his Keyblade, casting a Magnega. It pulled in all three of them. He looked down, seeing Saïx attacking. Donald had to use Curaga on Yuffie once. He shook his head. For once, he didn't know 100% what to do.

"Hey, Tonto..." He began to ask. "If I go Echo Echo and clone myself, will that clone be covered, too, or what?"

"Again, don't know," Tonto answered, "This is new territory for me too Ky!"

Kyle scowled at hearing that. He was running out of options and Yuffie and Donald were running out of time! However, before he could make a choice, a very familiar scream spread out through the area.

"YA HOO HOO HOOEY!" Suddenly, something fell from the sky and landed right in the middle of the fray. When everyone looked to see what it was, they saw Goofy, lying there on the ground with stars twirling around his head.

"He was a valiant fighter, I'll give him that," a voice said from one street corner, "And it is obvious he has had experience in battle."

Everyone looked to the source of the voice and saw the boy standing there, his aura twisting and flaring all around him.

"But unfortunately, he did not offer much of a challenge," the boy said. He then looked upon the group and a small smile appeared on his lips.

"So, can one of you offer me the challenge I desire?" he asked.

"Um, okay, who's this guy?" Tonto asked, confused.

Kyle's eyes widened as he reverted to human form. That aura. That transformation. That feeling he sensed just then. He only came out in Anti Form when he came to the KH universe, but now...

"YUFFIE! DONALD! GET GOOFY AND GET OUT OF HERE!" Kyle suddenly yelled, after hopping down towards the boy, yelling loudly. Meanwhile, Xemnas grinned. If Kyle reacted this badly to this boy, surely he must be as powerful, if not more so than him.

Xigbar asked, "Should we fight him as well?" Xemnas shook his head.

"We shall observe for the moment," he replied. As Kyle fell, he swung the Keyblade, and the boy deflected it with his claw with exact timing.

"You..." Kyle growled, "HOW'D YOU GET OUT OF THE ULTIMATRIX?!" Yuffie, knowing Kyle was serious, got Goofy right away and bolted. Donald ran close behind her. Kyle got into a combat stance again.

"Ultimatrix? Sorry, I don't remember," the boy responded. The boy then jumped into the air and started stretching out his arms to try and punch Kyle on the ground.

Kyle Dodge Rolled under the boy as he attacked, then swung at him as he landed, hitting the boy.

"DON'T YOU GIVE ME THAT BULLSHIT, KYUUBI! You know who I am! Now get out of that guy's body!" He yelled.

Donald asked, "What is Kyle talking about?" Yuffie didn't immediately know, but knew that if Kyle was this serious about something... it couldn't be good.

Yuffie said, "Stay back. Kyle obviously seems to know what this person is. Him and Tonto combined should be enough to handle this." Goofy's eyes were still swirling, and the stars were above his head.

"Pancakes..." Goofy muttered. Kyle called a Thundaga down towards the boy, apparently 'Kyuubi.'

'Kyuubi' avoided the blast and rushed at Kyle. He aimed to slash him with his claws, but Kyle managed to block it with his Keyblade.

"Kyuubi? What are you-" 'Kyuubi' did not finish that statement, as at that moment he felt something snap in his head.

"AAAAHHHHH!" he recoiled from Kyle and clutched his head in pain. Then, an image started to surface in Kyuubi's head. A very familiar one...

Flashback

Kyuubi found himself in a dark place. He couldn't make out very much in the area, except for what appeared to be prison bars right in front of him. Then, from the shadows a figure appeared. He couldn't make out his face at first, but he saw that he was wearing a red t-shirt and blue shorts.

"Who are you?" the figure said, as his face came into view.

End Flashback

Kyuubi let go of his head as the image faded away. His eyes then widened, and he looked to Kyle in shock.

"You..." Kyuubi said, his aura flaring once more, "I know you."

Kyle didn't believe what Kyuubi was trying to sell him. He didn't even think Kyuubi could get amnesia. And if he did, this was a horrible plan.

Kyle said, "Oh. NOW you know me. Good. Then you should know that you should be trapped in that cage! 'Cuz if I let you out, then you'd try to destroy everything! I don't know how you managed to slip through those bars and possess someone else's body, but that doesn't matter now! I can beat you down. Right here, and right now!" Kyle released a white flash of light, and was in Limit Form. He charged at Kyuubi attempting to hit him with a Zantetsuken slash, but it was blocked as Kyuubi's aura grew a second tail.

Kyle's eyes widened, but managed to use Ripple Drive to blow him off. "GET OUT OF HIS BODY! NOW!" He roared.

Kyuubi skidded back from Kyle's attack, but then suddenly an orange orb appeared in his hand. Then, as if operating on some instinct, Kyuubi launched the orb at Kyle.

Kyle tried to Dodge Roll, but got blasted away into the side of a building. The attack was too fast. He shook off the damage, then hopped into the air.

Kyle yelled, "RAGNAROK! GIGAIMPACT!" He the shot several golden laser beams from his Keyblade at Kyuubi, forcing the boy to dodge this time. Kyle then caught Kyuubi in a Hurricane Blast aerial attack, launching him into the building the Organization members were on. They used the Corridors of Darkness to move elsewhere, Saïx following suit. Luxord had just woken up, seeing Kyuubi. Since the others were not there, he warped away as well. Yuffie was thinking she should help, but didn't know if it would be getting in Kyle's way.

Kyuubi walked out the rubble, shaking his head to try and get feeling back in it. This allowed Kyle to prepare a finishing blow. He got the Keyblade ready, and then he rushed at Kyuubi. Then when got close enough, Kyle raised the Keyblade in the air and slashed it down, ready to end this!

"WAIT!" Kyle froze in place, just before the Keyblade hit Kyuubi. He didn't do it because he wanted to, in fact he was visibly struggling to bring his Keyblade down, but for some reason, Tonto wasn't letting him move his body.

This reason was because of something Tonto saw on Kyuubi, specifically on his headband. During Kyle's assault, the hair covering Kyuubi's headband had moved over just enough so that the front of the headband could be seen. On it was a metal plate that had been shaped specifically to fit on the band. But what stood out the most was that in the center of the metal plate was the symbol of the Omnitrix.

"That… Symbol," Tonto said, "Is that… Omni?"

Kyle saw the Omnitrix symbol as well. Was this Tonto's friend from before? But if it was, how did he get Kyuubi into his watch?!

Kyle said, "Tonto... he's trying to possess your friend and take over his body! It's what he wanted to do with me!" He was still trying to bring the Keyblade down, to try and get Kyuubi out, but Tonto refused to let him do it. Sighing in defeat, Kyle 'sheathed' his Keyblade by making it vaporize. He looked into Kyuubi's eyes.

"My friend has a few things to say to you," Kyle said. Tonto then got himself off of Kyle, and reverted to normal to talk with Kyuubi.

"Omni?" Tonto said, taking a few steps towards Kyuubi, "Is that you?"

Kyuubi looked at Tonto strangely.

"Who's... Omni?" he asked with genuine confusion.

Kyle stayed back, and resummoned his Keyblade in case he needed it. Yuffie and Donald looked equally surprised. Goofy was still muttering random nonsense.

Yuffie asked, "Doesn't he look familiar?" Donald took a closer look at 'Kyuubi.'

He said, "Yeah. Sort of. Did Tonto recognize him?"

Yuffie replied, "He looked a little like Tonto's friend from earlier." Donald's eyes widened.

"You're Omni," Tonto answered, taking another step toward Kyuubi, "You're my friend, remember?"

Tonto held out his arm to Kyuubi, in an effort to try and reach his friend. However, Kyuubi didn't seem to like this as he started backing away from Tonto and clutching his head. He began breathing more heavily and his aura was starting to twist and flare all around him.

"Come on, you've gotta remember!" Tonto said with worry in his voice. He got closer to Kyuubi, prompting the creature to back away more, as he felt like his head was being pounded like a drum. He clenched his eyes shut while his aura flared up more and more. But Tonto continued to approach him, 'till Kyuubi was pressed up against a building.

Then, Tonto put his hand on Kyuubi's shoulder, and the instant he did, a single thought kept into Kyuubi's head:

Tonto?

"GYAAAAAAAAAAAA!" Kyuubi let out a giant yell as his aura reacted to his emotional state and flared into the sky. Not only that, his aura's power was so strong, that it was able to repel Tonto away from him, as well as Kyle.

Meanwhile, Yuffie and Donald felt the ground beneath them shake as Kyuubi yelled, and they could feel the power emanating from him as his aura seemed to grow across the area and the ground beneath his feet seemed to crack from his raw power.

Then, it all stopped. Kyuubi stopped yelling, and his aura seemed to calm down as well. He began breathing heavily before he looked in front of him and saw Tonto and Kyle on the ground, each moaning as they tried to get their bearings together. However, instead of attacking the two, Kyuubi instead looked afraid. Then, he looked away from the two and ran towards a building. Then, when he got close enough, he jumped onto the building's side and began climbing it with his claws. Then, when he reached the roof, he continued running, jumping from rooftop to rooftop 'till he was out of sight.

Yuffie walked over, and helped Kyle up as Donald helped Tonto. Kyle tried looking for Kyuubi, but did not see him.

Kyle said, "Well, that was a thing..." and rubbed his head, "Thanks, Yuffie." Donald ended up using Curaga on them both, then on Goofy.

Goofy said, "Everybody, there's a-"

"We know, Goofy," Yuffie interrupted. Kyle squinted at the horizon, trying to find something leaping on the building tops. He sneered.

"Great. Not only is the Organization here, but now we have Kyuubi possessing Omni," Kyle said, "How could tonight get any worse?" Yuffie shook her head.

Yuffie said, "Never say that, remember?" Kyle covered his mouth.

"Maybe the universe didn't hear. Regardless, we need to find Kyuubi and make sure he doesn't harm anyone. Actually... Hold on." Kyle sat down, and looked into his mind. Inside, there was the familiar gate, but nothing else off. Then a pair of red eyes opened.

Kyle yelled, "Kyuubi?!" The fox sneered.

"In the flesh."

"If you're in here, and there's a Kyuubi out there, then that only means..." He gasped.

"What are you prattling on about?" Kyuubi asked Kyle. Kyle just shook his head, and left his mind.

Goofy asked, "What's wrong?"

Kyle said, "My Kyuubi is still in here. How did he get out there and inside Omni?" He looked insanely confused.

Meanwhile, Tonto looked to the building tops and a look of fear crossed his face. Omni never had that creature on his watch before. If he did, then they would have encountered it before. So, how did it get here?

Tonto began pacing around the area as Kyle and his friends talked. He closed his eyes and tried to think, which meant he needed to really concentrate! Well, if the creature was as powerful as Kyle said, then it should have appeared earlier then now, and yet it didn't. Something had caused it to come out, but what? Omni didn't do anything strange, in fact when he left the warehouse earlier, he acted how he normally did. So why did this 'Kyuubi' appear when it did? And why Omni specifically? Why not Tonto? He wore an Omnitrix too, and odds were that if Omni had this thing on his watch, then Tonto did too. Heck, the only two aliens that Tonto and Omni didn't share were Grey Matter, whose DNA signature was not on Tonto's watch and... A.I.

That's when Tonto realized it; he and Omni had been doing something before this Kyuubi appeared. They were in another universe with Kyle. It was actually during that crisis that Tonto was given access to one of Kyle's aliens, A.I. So, what if Omni also got something during that adventure? After all, Kyle - the one he was currently with - seemed to know what this creature was, and seemed to even have his own version of it. So, what if Omni got Kyuubi from Kyle?

"THAT'S IT!" he yelled out startling, the rest of the group.

Goofy asked, "What's it, Tonto?" Everyone had that question in their heads. All Kyle knew was that Kyuubi had to be stopped, and there was no more time to waste. At the same time, if this would help him stop Kyuubi, he wasn't going to waste it.

"I think I might know where Kyuubi came from," Tonto said, smiling, "But to confirm this theory, I need to talk to someone first."

Tonto then went for his Omnitrix and started cycling through his aliens. Then, he brought out the dial and then transformed into XLR8.

"I'm gonna head back to the warehouse," Tonto said to the group, "You guys keep an eye out for Omni."

And with that, Tonto rushed off, leaving the group.

Kyle had transformed into Jetray again to try and find Kyuubi. Whatever was up, he was sure he wanted to get the job finished fast. Any second, Kyuubi could get the idea to attack and destroy civilians. Granted, he seemed confused, but he was SURE it was a well-acted ruse. He wouldn't kill him. Yet. If he really had gotten within Omni's body, he wanted to be sure they got Kyuubi out first.

Yuffie asked, "Kyle, are you sure we need to be this worried?" Kyle nodded.

"Yes. Kyuubi will stop at nothing to destroy everything. That's why he was sealed inside of me," he said, recollecting his past experiences.

"Well, we can tell you when we find him, but it won't be soon," Donald said.

"A-hyuck! Donald's right! We need to be strategic! Kyuubi may have gotten somewhere else. I just hope we can reach him before the Organization does," Goofy noted. Kyle nodded.

"Guys, if you see him, call me," Kyle said before flying away. So many things were jumping about in his head as he flew. Finding Kyuubi wasn't going to be easy. He wished he could use Sorceressa. Her tracking spells would be perfect. But no, Kyuubi's mana was erratic to track on its own. For now, he had to rely on speed. Kyuubi was a ruthless killer that had to be stopped. And what was Tonto doing? Was whatever he was going to find help them? He had hoped so. Another goose chase, he did not want. Especially not with Heartless and Nobodies flying about.