A/N: And now, for the next chapter! Enjoy~

Disclaimer: I own nothing but Shadow & Kurai.

Kingdom Hearts 3D, Shadow's Story

Chapter 3

The next world Sora and I arrived in started off in an amusement park. The brunette gazed at our surroundings in awe, his blue eyes wide with amazement. I smiled slightly at his gleeful expression.

"Wow!" Sora exclaimed. I looked around as well, studying this world. There was a brightly lit Ferris wheel and carousel in front of a tall rollercoaster, while a talking clown face hung on the archway above the entrance.

"That Pinocchio—he must have his poor father worried sick," a familiar voice muttered. Sora looked about for the source, whereas I had already located it. "Still, that little fella's some miracle. Imagine…Mr. Geppetto's wooden puppet, brought to life by the Blue Fairy." Sora looked to where I had pinpointed the source, and we saw a familiar insect with a top hat on his head and umbrella in his lap. "She made his wish for a son come true because he's given so much happiness to others. Now Pinocchio needs me to guide him and be his conscience, so maybe one day, he can be a real—" He paused, laughing to himself. "Well, now, let's not get ahead of ourselves, Jiminy." The cricket stood up, dusting himself off, and Sora and I ran over. "First, you gotta find Pinoke."

"Hey, Jiminy! What's up?" Sora greeted as Jiminy hopped around to look at us.

"Hmm? Who are you?" he asked. "You shouldn't be here, young man." I rolled my eyes at the fact that he completely didn't notice me. I shifted on Sora's shoulder, catching his attention.

"What? Are you okay, Jiminy?" Sora questioned, confused. I tilted my head to the side, puzzled as well.

"Huh? You mean you've heard of me? Well, I'll be," Jiminy said, puffing out his chest a bit. "The name Jiminy Cricket's already spread far and wide."

"Really, you feeling all right? It's us, Sora and Shadow!" Sora persisted.

"Sora and Shadow, you say? Gosh, I don't think I recognize ya, but the names do have a familiar ring," the cricket murmured.

"Umm…Oh, yeah!" Sora said, remembering something Master Yen Sid had told us back at the tower.

X*X(Flashback)X*X

"In the Sleeping Worlds, real time does not flow," Master Yen Sid told us. "Unless one restores the world by waking it from its slumber, it will stay locked in a dream forever. Thus, you may encounter familiar faces…but they are just figments of the dream. In actuality, they are sound asleep—trapped within a world that is also sleeping. What's more, whilst someone may no longer dwell in the real version of a world, dreams may paint a fuller picture, and restore what seems to be missing."

X*X(End Flashback)X*X

"The real Jiminy Cricket wasn't trapped in this world, so maybe…it's like the dream world's putting him back where he belongs," I murmured to Sora in a soft voice.

"What's that? I can't hear ya," Jiminy said.

"Right…It's very nice to meet you, Jiminy," Sora nodded.

"Well, sure. The feeling's mutual, Sora and Shadow," the cricket chuckled.

"Oh yeah. So how come you said we need to get out of here?" I asked.

"You can't fool me. You still think we know each other," Jiminy said pointedly. I gave a sheepish look in response. "And you've just about got me thinkin' it, too. Hmm, but where was I? Oh, yes, this is a terrible place! Boys here are allowed to wreck things and loaf around and make jackamules of themselves! And poor, lost Pinocchio, he wandered in here on my watch." Gasping, he yelped, "That's right! That's where I musta heard your names, Sora and Shadow—from my friend Pinoke!"

"He knows us? But how?" Sora wondered, furrowing his brows in confusion. Jiminy explained to us about how Pinocchio had mentioned a man in black speaking with him, and how the man had mentioned us to him.

"That guy again," I growled.

"Forget him! If I don't find Pinoke, he'll turn into a donkey like the rest of the boys!" Jiminy wailed.

"Right. Then let us help you find him, Jiminy," Sora offered.

"Really? I'd be grateful. But how in the world do you know Pinocchio?" the cricket asked curiously.

"Oh, um…" Sora trailed off, unable to be honest.

"Hey! Over there, I see him!" I cried out suddenly, pointing in the direction of the wooden boy. Luckily, I had spotted him running around near a giant 8-ball ride.

"Gosh! That is Pinoke!" Jiminy yelped.

"All aboard, Jiminy," Sora smiled at him.

"Take it away!" the cricket laughed, jumping on the brunette's other shoulder where I wasn't already perched. We soon caught up to him, but I noticed he looked off. Maybe it was the outfit? Normally it was red and yellow, right? But his outfit this time was purple and green. Huh…

"Pinocchio!" Jiminy shouted when we got close.

"Pinocchio, it's not safe for you here," Sora said. "Listen to Jiminy and go back to—" Suddenly, Pinocchio turned into a Dream Eater called a Jestabocky.

"Oh my!" Jiminy gasped.

"Dream Eaters!" I growled as several more surrounded us. "Only one way to solve this problem." Sora and I fought off the Nightmares easily.

"Those Dream Eaters were pretending to be Pinocchio," Sora remarked when it calmed down. "So, then where's the real Pinoke?"

"Sora, Shadow! Up there! Look at the top of that tower!" Jiminy cried out, and we looked to where he was pointing to see Pinocchio at the top of said tower.

"You're right," Sora nodded. "Come on, Jiminy!" We ran off to the rollercoaster to get better access, and Sora used his Flowmotion technique to slide along the rail until we got close enough to leap off onto the tower.

"Gee, Pinoke, how'd you manage to get up here?" Jiminy asked the wooden boy.

"C'mon, let's go home," I chimed in, but then he turned into another Jestabocky, which stuck its tongue out at us before disappearing.

"Another imposter," the cricket sighed. Sora and I searched about from the vantage point of the tower before I pointed to where I had spotted Pinocchio.

"There! See him walking?" Sora told Jiminy.

"Well, sure, if that's really him," he muttered.

"Don't give up, Jiminy! Come on, let's go!" I said optimistically. We eventually followed a long trail through circus tents and found Pinocchio standing a good height above a large trampoline, surrounded by Komory Bats.

"Pinocchio!" the three of us cried out.

"Jiminy! Help me, Jiminy!" Pinocchio wailed from where he was trapped.

"Oh my stars above! We've gotta do something!" Jiminy yelped, panicked.

"Okay, we've got it covered," Sora assured him, and we ran up the ramp to the trampoline, and then bounced on it high enough to grab Pinocchio. When we landed, the brunette set the puppet on the ground carefully.

"Oh, Pinoke! Look at ya!" Jiminy gasped, for Pinocchio had the ears and tail of a donkey.

"I think, for now, you two better get out of here," I told them. They nodded and quickly fled for safety, whereas Sora and I returned our attention back to the Dream Eaters. We quickly fought them off with a slight amount of difficulty, and once they were beaten, Sora dispelled his Keyblade. The brunette turned to leave as I perched on his shoulder, but we were suddenly blocked by a dark corridor that appeared in front of us. The young man from before stepped out of it.

"You again?" Sora snapped as I bristled angrily. A very familiar tall man with silver hair, also in a black coat, followed.

"Xemnas?!" I yelped, horrified. "This is impossible!"

"My, my. A hollow puppet that's managed to grow a heart," Xemnas remarked. "Just imagine that."

"Pinocchio isn't anything like you Nobodies," Sora pointed out. "But if Pinocchio could be given one—shouldn't you be able to have a heart inside you, too?" Xemnas gave a breathy laugh before answering.

"Maybe so," he said. "However—do not forget that you, yourselves, are not so very different from us." He then vanished back into the corridor.

"How are we anything like a Nobody?" I wondered aloud, shaking my head in disbelief. "That doesn't make any sense." Sora shrugged, and we left the circus tent.

"Well, I hope they got home safe," the brunette told me as we stopped outside. Out of nowhere, a blue star in the night sky flashed, and floated down to Sora and me. We shielded our eyes from the bright light, and when we lowered our hands from our faces, we were surprised to see the Blue Fairy before us.

"You must be Sora and Shadow," she guessed.

"Oh. Yes, ma'am," Sora said. "And you must be the Blue Fairy."

"That's right," she nodded. "And I'm afraid that I have grave news. Good Geppetto went off to look for Pinocchio, and he was swallowed by a whale named Monstro."

"What? Have you told Pinocchio and Jiminy about it yet?" I asked urgently.

"Yes, and when I told them Geppetto was still alive inside the whale, and at the bottom of the sea, those two little ones ran off at once," she answered. "They're very determined to save him."

"But that's crazy! We've gotta find them!" Sora declared, and we took off down along the cliff to the edge of the sea.

The brunette and I trudged through the sand at the bottom of the sea, making our way to a wavy sea bed, where we noticed Pinocchio and Jiminy running away from something, and coming straight towards us. I looked past my partner to see Monstro the whale swimming right at us, his jaws opening angrily and roaring. Screeching, I immediately gained Sora's attention with the noise, and we ducked as Monstro flew over us, knocking us into the surrounding land. Pieces of rock and debris fell and blocked off the entrance where Sora and I had come in at. The current Monstro had left in his wake was intense, and it pulled the four of us around in the water. I was swift to regain my balance, and Sora copied my actions as Pinocchio and Jiminy flailed about in the water, paddling for dear life. Monstro's open maw slowly gained on them.

"Pinocchio! Jiminy!" Sora and I cried out. Monstro's great jaws closed down on either side of them, trapping them inside of him. The brunette and I rapidly swam towards the whale, but were passed by a Dream Eater called a Chill Clawbster. It shot past us, swimming towards Monstro, who roared as the Nightmare fired a beam of ice at the whale. Monstro slowed considerably as he neared the surface, and I growled with frustration.

"Oh no!" Sora gasped, and we swam as fast as we could after them. Finally, we caught up with the frozen whale caught in a sea of ice. The Chill Clawbster flew overhead.

"We'll have to claw our way past, then rescue our friends!" I told Sora firmly, and he nodded in agreement. The brunette summoned his Keyblade which made my claws glow with their light, and we leapt into action against the Chill Clawbster. As we fought, we chipped away at the ice encasing Monstro, eventually breaking it. Encasing the giant whale in a bubble, we used it to follow Chill Clawbster as it attempted to escape. As we got closer, Chill Clawbster tried to attack the bubble, but popped it instead, giving Monstro the chance to swallow the Nightmare instead. The force of the bubble popping knocked Sora and me down into the water. As soon as we resurfaced, we immediately noticed the giant whale opening its mouth, but we had no time to move. Screaming, we were blown away when Monstro sneezed.

When we came to again, we were once more on the mainland. Sora sat up as I stretched and shook in a dog-like manner. We looked out as the waves lapped against the shore.

"I get it now," Sora realized as we gazed out upon the ocean. "After this, Pinocchio and Jiminy's world gets dragged into darkness, and they end up cast into the sea between worlds, along with Monstro."

"And then…they end up in Traverse Town, and the belly of the whale," I continued. "That's when we meet for real. It's like Mater Yen Sid said—we're in the dream Pinocchio's world is dreaming. And that world will never be right again until it wakes from sleep." A Keyhole appeared in the sky, and Sora and I sealed it before preparing to leave for the next world.

A/N: Fifth update today! Impressive, right? R&R, peeps!