Geppetto had promised to keep an eye out for Jiminy as they returned the family to Traverse town, the trio promising the same as they boarded back on the gummi ship.

Chip and Dale offered to take up Jiminy's duty as they continued their travel. It wouldn't be the same, but at least it would be something. Donald noticed Kairi's and Goody's downcast aura's.

"HEY!" He quacked, "No frowning allowed on the ship!"

"But..." The two glanced at each other in uncertainty.

"No buts!" Donald snapped but couldn't hold his anger for long as he had to smile enough to power the ship minus two smiles.


They arrive in a dark, spooky place that looked to be something out of a bedtime story.

Donald was dressed as a mummy and Goofy was some sort if Frankenstein's monster. While she herself was some sort of stitched together witch.

"This place is Spooky." Donald commented, he quacked once he realized that his friends were following him, then dragged both of them along by their hands. "Come on, we have a job to do."

Past the gate they arrived in what looked to be a town square...a rather frightening town square. Not helping the scene were ghost looking heartless all organized to reveal a well dressed skeleton man from the fountain of green ooze.

"Bravo, Jack! Bravo! Those ghosts will be a big hit at this year's Halloween!" A strange looking triangle man ran over to him in glee.

"Thank you, thank you! But their movement still needs work. It's not scary enough. I want to strike bone-chilling terror. I'm going to consult the doctor."The skeleton,Jack Skellington, left towards a gated off part of the town square.

"Hm, a skeleton controlling the heartless. We should check it out." Donald recommended. But he grew annoyed again as he saw the moods of his friends didn't chance. "HEY!" Donald quacked, he shocked the two to attention as he casted a thunder spell.

"No more moping, you two need to focus!"

Kairi and Goofy both exchanged a glance as Donald stole their attention again.

The duck sighed in defeat. "I know you two are sad about Jiminy, but standing around is not going to help us find him. Now, come on, we need to investigate." He didn't wait for them, but knew that this time, his friends would follow.

...

...

The skeleton man, Jack, met with a old odd looking man in a wheelchair, freaking them all out as the man's head opened.

"To make a heart, first take a container with a lock…" Jack lifted up the over-sized organ with the lock over it.

"We need the key to this thing first!" The Doctor man said.

"Hm." Kairi looked at the scene curiously, summoning her weapon.

"You're really gonna unlock it for them?" Donald questioned.

She shrugged her shoulders, "Why not? If they succeed, we won't have to fight the Heartless, right?"

Donald glared her but let go of his argument as the Kerblade wielder walked towards the scary duo.

She lifted her weapon towards the heart and a beam shot of the weapon to the heart, but nothing happened.

"My! That was amazing! Uh, and you are…" The Skeleton man said in amazement, but then it turned to confusion as he glanced at the trio standing in his lab.

"I'm Kairi."

"Well done, Kairi! I'd like you to be part of this year's Halloween!"

Kairi brushed off the question, "Excuse me, but what are you doing with this Heartless?"

"Oh, the Heartless came to town just recently. What's frustrating is I can't get them to dance with me. So the doctor and I are trying to improve the guidance system. He's quite a genius!" He turned towards his friend. "Okay, Doctor, let's continue. The ingredients for a heart: Pulse. Emotion. Terror. Fear. Hope and despair. Mix them all together, and we have a heart!"

The Doctor moved his electric wheelchair to the lever, pulling it down to trigger an electric current. It was pumped to the heart, but nothing came of it.

"It failed!" Jack told the doctor.

The doctor's head popped open and he scratched his...brain. "Maybe we're missing some ingredients. Let's try adding memory." He turned his chair around, calling out. "Sally! Sally! Good-for-nothing girl! Don't know why I bothered creating her!" He muttered under his breath as his head lid closed. "Sally's got the memory we need. See if you can track her down."

"No problem. Kairi, would you like to come along?"

Kairi looked back at her friends, specifically Donald, knowing how he felt about, "helping". But he didn't say anything.

"Sure." She shrugged her shoulders.

...

They exited the lab and walked towards the town square. Jack walked out ahead of him, whistling.

"Zero! Zero?!"

A few moments later a ghost dog appeared from the ground with an excited expression, circling his owner.

"Come on boy, have you seen Sally anywhere?"

Zero barked happily as he lead them towards what appeared to be a graveyard. He circled around a woman who looked at him curiously.

"What's wrong Zero?" She asked.

"Hiya Sally!" Jack said as Zero returned to his side, approaching. Sally then grew a concerned expression as the skeleton man approached.

" Jack...Is, is something wrong?" she tilted her head towards the trio. "Who are these three? I've never seen them before."

" Oh, these are my new assistants, this one is Kairi and the rest are…" Jack's words faded off for a moment. "Her friends."

"This is Donald, and Goofy." Kairi said in lieu of the Pumpkin king.

Sally nodded in greeting, "Nice to meet you."

"Now everything's going great." Jack cut in. "We're going to have the best Halloween ever. All we need now is your memory."

"My"memory"? You mean this?" She pulled a bunch of flowers of her pocket, bright blue ones that stood against the dreariness of the town.

"Ah, yes!" Jack tried to grab it in excitement, but Sally maneuvered past him to hand the flowered to Kairi.

"Jack, I have a bad feeling about this. " She said turning back towards her friend. "Why don't you try something else? There's still time.

"Nothing could beat what I've got planned! Once we give the Heartless a heart, they'll dance just as I envision it. Trust me. You're going to love it!" Jack promised, but Sally still kept a concerned expression in her face. "Come on now gang! We've got a heart to build!"

"Kairi, Donald, Goofy, please keep an eye on him. Jack means well, but he can get...out of hand sometimes." Sally said carefully.

Kairi nodded, "We will."


"There you go. This time it's sure to work." The Doctor said, as he set up everything properly and was about to pull the lever again as the heart was suddenly snatched away.

"Ya!"

A kid with a skeleton mask stole the heart while knocking over the Doctor's heart. Sally immediately ran over to the Doctor as Jack and the trio ran after the kid.

Jack quickly whistled, as the ghost quickly appeared. "Zero, after them, quick!" He barked in acknowledgment quickly following after the kids.

They followed after Jack's dog until they reached a further part of the Graveyard watching as the three were escaping in a walking tub towards a monster of a tower.

...

...

"That is this place?" Donald asked.

"Oogie Boogie's mansion. I knew was behind this!" Jack said angrily.

"Who's Oogie Boogie?"

"A burlap sack that enjoys ruining everything he touches. Now come on, we have a heart to get back!" Jack led the charge as the trio exchanged a glance before drawing their weapons and following after him.

The tower was filled with heartless, and just infront of the final room Kairi was about to open the door when Jack placed his hand on her shoulder. "Hold on a second there."

"What's wrong?" She asked.

"If past experience has taught me anything, it's that I should go first." He gently pushed her back from the staircase, adjusted his suit as walked into the room.

"...So what do you think that was ab-" Goody was about to ask until something exploded within the room and the screams of children erupted from it.

The three slammed open the door to reveal Jack standing over the three kids from earlier, now terrified.

"We were just following orders! Oogie Boogie told us to steal the heart. It's all Barrel's fault! It was his idea to tell Oogie Boogie about the heart." The devil masked kid said.

"Yeah, that's right!" Agreed the witch.

"B-But you guys said-" The Skeleton one looked between his two friends, but his words ultimately failed as Jack took a step towards them, making them all flinch.

"Now now, let's be reasonable here. Just tell us where the heart is, and we'll let you leave."

"O-Oogie Boogie has it!" The Devil said terrified.

"Yeah! Just pull the lever! That's what he told us to do!" The witch said.

"Very well, run along now." Jack released them, and they quickly sped past them.

"What was that about?" Goofy asked.

"Those three are part of Oogie's gang, they go around pulling pranks on the citizens and knocking over the doctor's wheel chair."

Kairi looked back at the door where the children ran out. "Pranks don't sound so bad."

"They throw bombs at people." Jack informed.

"...Oh." Kairi's argument quickly faded as Jack pulled the lever down.

...

They were dropped into a basement level of the mansion into a large room that had a wheel located at the bottom of it. Across from them was a giant freaky sack, that could talk.

"Oogie Boogie, give me back the heart!" Jack demanded.

The sack, Oogie Boogie held up the beating heart, "You want it? Well, then come on over and get it!" He then swallowed it whole, much to their shock. "Now, let's see if I can get their attention. Oh, Heartless!" He called out and the four readied for approaching enemies.

However only two winged heartless appeared.

Oogie Boogie looked between the two of them, his face twisting into anger. "This is it? Nobody disrespects me! Nobody!" A dark began forming around him as more and more heartless appeared around him. He then cackled in joy hitting a button and knocking them into the wheel below.

"Hope ya'll are gamblin' folk!"


Jack dealt the final blow at Oogie who writhed in agony as he knelt over in defeat. From his body emerged copious amounts of bugs that effectively creeped the trio out as they then dispersed.

Jack kicked at the heart no longer beating. "So, that heart was a failure after all."

"He summoned the heartless though."

"Yes, but it wouldn't be presentable if my dancer's were to consume me...Now wait a second-" But the three dragged him out of the basement before he could finish that sentence.

They left the heart behind as it had no more use, however as they were about to leave the area, the ground began to shake under feet. From where they stood, they saw Oogie Boogie merged with his mansion in a monstrous form.

"Woah, how did he get so big?!" Kairi asked, now remembering they left the heart inside of the mansion.

" Oogie Boogie is drawing power from those dark globs all over the building." Jack said.

Kairi narrowed her eyes and saw that the heartless were gathered around those specific spots, hovering around. "So we just have to destroy those things, right?"

"Seem like it." Donald commented as he noticed that his friends had jumped down first.

A Keyhole appeared on the ground around them as Oogie was destroyed, hopefully for the last lime. Kairi lifted up her Keyblade and a familiar light beamed on the Keyhole to seal this world away from the darkness.

"Did the heart really do that to him?" Kairi questioned.

"I doubt it." Jack responded walking up to her.

"Hm?" She looked back towards him.

"A heart itself can't make anyone do anything, but becoming one with the Oggie Boogie man would make anything squirm."

She shuddered at the thought of all those bugs coming out of the villain.

"Yeah..."


"Well, you were right on the nose again Sally." Jack admitted as he hung his head as he spotted Sally and the Doctor waiting for them in the town square. She smiled as soon as she saw the four of them moderately safe and sound.

"Don't feel bad, Jack. We'll come up with another plan for Halloween." She said holding their hand together affectionately. "Next time, we'll do it together."

"Well, I guess we have no choice. We'll have to cancel the Heartless Halloween festival for now." Jack admitted. "Sorry Doctor, but the heart turned out to be a total dud."

"Emotion, memory... We put in all the necessary ingredients. What else do you need to make a heart? What is a heart anyway? I can't figure it out."

"Perhaps it's not meant to be Doctor, after all, we wouldn't want to end up like Oogie.

"What happened to Oogie now?" The doctor questioned but Jack turned back towards them.

"Kairi, Goofy, Donald, make sure to come back okay? Next year's Halloween will be the scariest ever! Now come doctor, we have work to do!"

"Wait, what happened to Oogie?!" The doctor demanded as he chased after the Pumpkin king as fast as he could.

Sally sighed as she watched the two run off, "I'll try to make sure he doesn't cause too much trouble, you're always welcome to come back whenever you want."

"Thank you Sally." Kairi said with a smile on her face, as the three said good-bye to their new friends."


Back on the ship the mood slumped back down again, resulting in Donald abruptly stopping the Gummi ship.

"Why'd we stop?" Goofy questioned.

"Because we have a job to do and you two are still sad!" This time Donald got out of his seat and faced the two of them head on. "Once we find Jiminy and his majesty if you two are still in a rut they'll be disappointed!" Donald scolded. "And you!" He glared at Kairi. "Do you want to find your friend with a frown on your face?"

"...Maybe."

Donald quacked in surprise, not expecting this answer, even Goofy glanced at her in concern.

"Last time we saw Riku he said something and now...I think something bad happened to Sora."

Donald and Goofy exchanged a glance.

"Do you really think so?" Goofy questioned.

"Yeah, it makes sense, Riku must have found him and something bad must have happened. That's why he's been wandering around on different worlds, to try and help him. Except," Kairi grasped her necklace. "He's been hurting people."

"But now you know where your friend Sora is now." Goofy reasoned.

"Yeah, so now, next time we see Riku, you'll be able to ask him about Sora." Donald added.

Kairi smiled slightly at this truth, though she was still sad recalling Jiminy's words. "You're right, we shouldn't be so down when we still have friends counting on us."

"Goofy nodded in agreement as Donald took back to driving the ship with an approving huff. All of them flying towards another world now more determined than ever…


Omake:

"Kairi!"

The small girl looked up towards her friend running towards her with a gleeful look on his face. She was sitting near the seashore scraping around in the sand, her hands now dirty. He panted for a few moments, catching his breath, he looked on the edge on his seat about to tell her something, but then tilted his head curiously.

"What are you doing?"

She didn't say anything, looking back down towards the ocean as the tide came in again over both of their feet.

"Oh, are you looking for shells again?" Sora guessed as he knelt down beside her. "Do you want any help?"

She nodded gently.

"Hmmmm." Sora looked around for a while on the shores of the island. "Ah!" He then ran back to her. "How's this one?" He held out a blue and green one hopefully.

But she shook her head, holding out a pink and yellow one that Sora looked at curiously. "Oh, my mom says that pink ones are really rare. You sure you want those ones?"

Kairi nodded sheepishly, embarrassed at her tall order but Sora just smiled at her. "Okay, betcha I can find more than you can!" Then he ran off again before she could even react.

They searched until the sun began to set, still no pink shells found. Kairi began to wander around the island, finding her friend sleeping on the sand of the shore. She giggled to herself at how distracted he got. She looked down at her friend for a moment before getting a playful expression on her face. Gently, she poked his cheeks as he mumbled in his sleep, opening his eyes wide.

"WAH!"

He flipped over onto his stomach looking up at his friend now giggling.

"Kai-Ri!" Sora pouted.

She smiled cheekily at him before he pulled something out of his pocket. "I found this for ya!"

Her eyes widened as in the palm of his hand was the pink Thalassa shell.

"It took a while but I finally found one!"

Kairi looked at it in amazement, honestly thinking that he'd forgotten all about it in favor of his nap. She sat down next to him as the two now looked towards the sunset together.

"Sora!"

They both turned to see Riku walking towards them with an upset expression.

"Oh, hi Riku!" Sora waved, not reading the room.

His best friend glared her for a moment before he addressed their shared friend. "I've been looking for you all afternoon!"

"Oh yeah, we were suppose to look for falling stars together." Sora now recalled, but he giggled to himself, ignoring his friends anger. "Oh, but me and Kairi went looking for shells, and look at what I found." He showed Riku the pink shell with a proud expression on his face.

But it came shattering down as Riku swiftly threw it back in the ocean.

"Wha-" Sora took a double take to his best friend and the ocean and immediately ran into the ocean to find it again.

Kairi stood, glaring at Riku, who for a flash had a look of guilt on his face but didn't back down as they were now mad at each other.

All while Sora was looking through the ocean for the shell, his eyes welling up with tears, unable to find the shell.