They flew the gummi ship to the next world. Traveling through space, they came upon a strange gray object ahead.

"What is that?" Donald asked.

"Wow, it's huge!" Sora commented. It flew over them.

"It's a giant whale!" Goofy said.

"In space!?" Chilled and Ethan asked. Fate groaned and rubbed her head, messing up her fur.

"It makes no sense!" Fate complained.

"It's Monstro! He's a whale of a whale, and vicious besides!" Jiminy said.

It flew back around.

"Whoa! Sora, get us out of here!" Donald ordered.

It made it's way towards them, opening it's enormous jaw, revealing a mouth full of teeth.

"Too late! He's going to swallow us!" Sora yelled.

It overtook the ship and Sora's life flashed before his eyes.


He remembered a day, 9 years ago, that he spent with Riku on the Destiny Islands. He walked down the stairs with Riku, his small hands folded behind his back.

"It's true! I saw it with my own eyes!" Sora said.

"You sure you didn't just hear it this time?" Riku asked.

"What difference does it make? There's a huge monster in there, I tell you!" Sora replied.

"All right. Suppose there really is a monster... Think we can beat it by ourselves, Sora?" Riku asked.

"No problem. Let's do it!" Sora replied. They walked to the entrance of the Secret Place. "Listen! There! Can you hear it growling?"

"Shh, quiet." Riku bent closer, listening over the sounds of the waterfall nearby. "We've gotta be careful."

They entered slowly and the sounds of the waterfall drifted away. They found nothing in the empty cave apart from a hole in the ceiling that air was pushing through.

"See that? It was just the wind making that noise." Riku said.

"Aw, man. I wish it was a monster! Hold on! What's that over there?" Sora asked.

He looked over to see a wooden part of the cave wall. Riku inspected it closely.

"A window, or maybe a door? It won't open." Riku replied. Sora looked around at the empty walls.

"Geez, is that really all that's in here?" Sora asked.

"What do you expect in a boring place like this?" Riku asked. Sora continued searching the cave. "Hey, Sora." Sora looked back at him.

"Hm?"

"When we grow up, let's get off this island. We'll go on real adventures, not this kid stuff!" Riku suggested. Riku's eyes grew wide with anticipation.

"Sure. But isn't there anything fun to do now? Hey, you know the new girl at the mayor's house? Did you hear?" Sora asked. Sora exited the cave, with Riku following.


The sounds of the wind became the sounds from Monstro the whale, where Sora, Ethan, Chilled, Fate, Donald, and Goofy have been thrown from the ship inside it's mouth. Sora lied on the ground, hearing a yell.

"Knock it off!"

Sora shook his head and stood up to meet Ethan, Chilled, Fate, Donald and Goofy. Goofy was covering his head with his shield again while Donald tapped his foot on the damp floor. Ethan, Chilled and Fate were watching a small distance away.

"Hey, Sora." Goofy said.

"You're finally awake. Took you long enough." Ethan said.

"Are you okay?" Fate asked.

"What are you guys doing? Where are we, anyway?" Sora asked. Chilled shrugged in response. He looked around before an item came flying from overhead. Sora dodged backwards. "Whoa!"

"Uh, ya know, I think that big ol' whale Monstro just swallowed us. And for today's weather: expect showers." Goofy replied. Another item fell and hit Goofy's shield. "Heavy showers!"

Fate looked up at Ethan and Chilled.

"You know what? I think thisis the weirdest thing that's happeend to us. And that's saying something." Fate said. Ethan and Chilled sighed and nodded.

Donald continued to look up at someone on a high ledge, searching through a treasure chest.

"Hey! Who's there?" Donald asked.

A wooden puppet looked down at them from the ledge.

"It's me." Pinocchio replied.

"Oh, it's just Pinocchio. ... Pinocchio!?" Donald asked. Jiminy jumped onto Sora's shoulder.

"Pinocchio?" Jiminy asked. Pinocchio began walking down the ledge away from them carrying a large gummi block. "Pinocch, where are you going? Pinocch! Come on, everybody! After him! Quick!"

Pinocchio hopped along the various wood piles scattered throughout Monstro's enormous mouth. Sora, Ethan, Chilled, Fate, Donald, and Goofy makes their way over to a wooden coat where Pinocchio was talking to an old man.

"What have you got there, Pinocchio?"

Pinocchio set the green block down on the deck.

"With this, we can get out of here, Father." Pinocchio said.

"Really? With this big block? You think so?"

"It's true." They turned to see Sora, Ethan, Chilled, Fate, Donald, and Goofy climbing the edge of the ship. "So, how did you end up here, Pinocchio?" They stood onto the deck.

"Oh, my. So the whale swallowed all of you, too? My goodness."

"Yeah, looks like it." Ethan said.

"My name is Geppetto. I'm Pinocchio's father. When we got separated, I traveled all over, looking for him." Geppetto explained.

Pinocchio was distracted by something behind him and he walked over the plank.

"Thank goodness we're together again."

The puppet saw someone running further into the whale as Geppetto picked up the gummi block.

"So, you seem to know Pinocchio quite well. I hope he was a good boy in my absence." Geppetto said. He placed the block near his bed as a goldfish swam in it's bowl on the bedside table. "Well, we've all had quite a journey. Right, Pinocchio?" He looked around for his son. "Pinocchio? I warned him not to wander off here. He can be a naughty boy. Even so, he's very precious to me."


Sora, Ethan, Chilled, Fate, Donald and Goofy went after Pinocchio, finding him hiding in an inner chamber.

"What are you doing? Come on, let's go back." Chilled said.

"You know, Geppetto's awfully worried about you." Goofy said.

"Pinocchio, stop fooling around! This is no time for games!" Sora said sternly. They started to turn away.

"But, Sora, I thought you liked games." They whirled around to see Riku. "Or are you too cool to play them now that you have the Keyblade?"

"Riku! Wh-What are you doing here?" Sora asked

"Just playing with Pinocchio." Riku replied.

"You know what I mean! What about Kairi? Did you find her?" Sora asked.

"Maybe. Catch us and maybe I'll tell you what I know."

"Come on!"

Riku grabbed Pinocchio's hand and lead him further into Monstro.


They searched through the various maze-like innards of the whale, fighting numerous Heartless, though finding no trace of Riku or the puppet.


Maleficent appeared to Riku.

"Why do you still care about that boy? He has all but deserted you for the Keyblade and his new companions, after all." Maleficent said.

"I don't care about him. I was just messing with him a little." Riku said.

"Oh, really? Of course you were." She smiled. "Beware the darkness in your heart. The Heartless prey upon it." She summoned a corridor of darkness and walked into it.

"Mind your own business." Riku snapped. He stared at her as she left.


Sora, Ethan, Chilled, Fate, Donald, and Goofy chased Pinocchio, who passed by Riku into the bowels of the beast.

"Riku! What's the matter with you? What are you thinking? Don't you realize what you're doing?" Sora asked.

"I was about to ask you the same thing, Sora. You only seem interested in running around and showing off that Keyblade these days. Do you even want to save Kairi?" Riku asked.

"Of course he does! We all do!" Ethan replied.

Pinocchio screamed and they ran into the Bowels. They found him trapped inside a large Parasite Cage Heartless. It swung it's appendages when they entered, waiting for them to come near.

"You up for this?" Riku asked. They all assumed fighting stances.

"No problem. Let's do it!" Sora replied.

"Get me out of here!" Pinocchio begged.

Sora attacked the small head attached to it's arms as it swung the arms wildly. Riku ran behind it to avoid them and striked. Sora leapt at it, while Donald sent a Thunder spell, but it lifted an arm and Sora crashed into it, falling to the damp floor.

"Help! It's scary in here!"

Sora attacked the bottom cage-like head of the Heartless where Pinocchio was trapped, but the beast will not budge. It's arms took out Goofy, who Fate rushed to heal, while Sora gave it an upward strike as Ethan and Chilled used their spells to attack it. It began to wobble, grabbing the ceiling for balance, and spat out Pinocchio into a hole in the floor. Riku jumped in after him as the Heartless escaped.


The water level in the mouth decreased as Sora, Ethan, Chilled, Fate, Donald, and Goofy landed on the deck of Geppetto's ship.

"Pinocchio! Pinocchio! Please! Give me back my son!" Geppetto begged.

Riku was on a high ledge, holding Pinocchio under his arm.

"Sorry, old man. I have some unfinished business with this puppet." Riku said.

"He's no puppet! Pinocchio is my little boy!" Geppetto said.

"He is unusual. Not many puppets have hearts. I'm not sure, but maybe he can help someone who's lost theirs." Riku said.

"Wait a minute. Are you talking about Kairi?" Sora asked.

"What do you care about her?" Riku asked. He walked toward Monstro's throat. They went after him by climbing the piles of wood near the mouth. Sora found another summon gem on top of one of them. They entered the throat and made their way to the stomach. Riku set Pinocchio down on one of the platforms lining the walls as stomach acid pools on the floor.

"Hey, let Pinocchio go, Riku." Sora said. He turned to see them. Pinocchio sat, unmoving.

"A puppet that's lost its heart to the Heartless... Maybe it holds the key to helping Kairi. How about it? Let's join forces to save her. We can do it, together." Riku said. He started walking toward Sora, who took out the Keyblade. Riku stopped.

"What? You'd rather fight me? Over a puppet that has no heart?" Riku asked.

"Heart or no heart, at least he still has a conscience." Sora replied.

"Conscience?"

Jiminy Cricket ran over to Pinocchio.

"You might not hear it, but right now it's loud and clear. And it's telling me you're on the wrong side!" Sora said.

"Then you leave me no choice." Riku said.

"Pinocchio! Pinocchio!" Jiminy called.

"Jiminy... I'm not gonna make it." Pinocchio said weakly. Suddenly, his nose grew. "Oh! I guess I'm okay!" Jiminy jumped happily.

Sora looked over to Ethan, Chilled, Fate, Donald and Goofy. Riku thought for a second before looking up suddenly as the Parasite Cage fell from a hole in the ceiling. Riku made a quick exit through a corridor of darkness, leaving them alone with the Heartless. Pinocchio ran out of the stomach and the Parasite Cage picked itself up on it's arms and swung itself at Sora and company. Donald yelled and sent a Thunder spell at it, while Sora, Ethan and Chilled ran up to it and began striking it's body with the Keyblade and magic. The Parasite Cage began swinging it's arms again, but Goofy slammed his shield into them, causing the Heartless to reel back. The top head fell backwards, causing the cage to open. It lied there, unconscious, while Sora, Ethan and Chilled continued to deal damage to it. It straightened up and began swinging it's arms again, knocking out Donald. Fate flew over to heal him, but what hit by one of the arms as well. The impact to the ground dispelled her wings. The Heartless placed it's arms into the stomach acid, sucking it up through it's appendages, and blowing it out through it's mouth. Sora, Ethan and Chilled fell in pain Goofy fell unconscious. While the Parasite Cage continued swinging it's arms madly, Sora used Cure on all of them and him, Ethan, Chilled, Donald and Goofy moved in unison, while Fate got up to support them from a little distance away. With a few more strikes, it flew backwards, a glowing heart coming out of it's cage-like mouth and floating away. It began to fall over, splashing acid everywhere.

"Run!" Donald yelled.

"Riku! Riku, where are you?" Sora asked.


Riku had returned to his vessel, standing in the captain's hold, talking to Maleficent.

"So, Kairi's like a lifeless puppet now?" Riku asked.

"Precisely." Maleficent replied. He stared at Kairi's body, lying on the couch in front of him.

"And her heart was..."

"Taken by the Heartless, no doubt."

Riku whirled around, the desperation showing in his eyes.

"Tell me! What can I do?" Riku asked.

"There are seven maidens of the purest heart. We call them the princesses of heart. Gather them together, and a door will open to the heart of all worlds. Within lies untold wisdom. There, you will surely find a way to recover Kairi's heart. Now, I'll grant you a marvelous gift." Maleficent replied. She leaned closer to him. "The power to control the Heartless." She raised her arms and green energy surrounded him. He took it in, feeling it's power, and turned to look at Kairi.

"Soon, Kairi. Soon."


Monstro, disrupted by all the agitation, sneezed everyone out. Sora, Ethan, Chilled, Fate, Donald, and Goofy were back in their gummi ship.

"I sure hope Pinocchio and Geppetto are okay." Goofy said.

"Yeah, hopefully they landed safely somewhere." Donald agreed.

"Note to self... don't mess with whales." Chilled said.

"Note to self... this is... getting out of hand..." Ethan complained.

"Noted." Fate said, obviously annoyed by something.

"Riku..." Sora muttered.