I am really sorry for the long time it took me to update this. Had a bit of timing problems, y'know? And now, for the next chapter of my currently most popular fic!

NUMBER 1 OF 14: FOUND IN CHAPTER 5 BY AXEL AND CXNIK.
NUMBER 2 OF 14: FOUND IN CHAPTER 7 BY AXEL.
NUMBER 7 OF 14: FOUND IN CHAPTER 9 BY AXEL.
NUMBER 14 OF 14: FOUND IN CHAPTER 4 BY AXEL.

Chapter Ten: Memories Of A Distant Friend

Axel stepped back in pure shock. Standing right in front of him was Marluxia, the Graceful Assassin. Although by looking at his demeanor, one wouldn't say he was looking very "graceful." Marluxia gave Axel a death glare, as he slowly advanced towards him. Looking behind him, Axel saw the other Organization member take off her hood. The female under the hood was a young adult, with blonde hair that had two strands sticking out in the front like some sort of antennae. Her expression seemed just as dark as Marluxia's.

"How is it possible?" Axel gasped.

"You'd like to know, wouldn't you, traitor!?" Marluxia growled.

"Look who's calling who a traitor, Marluxia," Axel retorted. "I thought you were planning to annihilate Xemnas alongside Larxene."

"We were…but after out "Deaths," we had some new ample motivation," the girl, Larxene, began.

"Oh, such as?" Axel taunted.

"How about revenge against you for all you've done us?" a new voice commanded. Turning his head, Axel saw a black portal appear. Out of the portal walked three men: one man looked old and had faded blonde hair going down his back and down the sides of his face. Another man had a large build, along with scraggly, orangish hair. The final man was probably around Larxene's age, with his hair quaff being as poofy and shiny as ever, but his facial expression was probably darker than Marluxia's, if possible. The old man continued talking.

"None of us have forgotten your actions at Castle Oblivion," the old man growled. Axel just sneered.

"Vexen. And Lexaeus and Zexion, too. What are you all doing alive?" Axel growled. The man with the poofy hair spoke up.

"Well, let's see. After your actions that killed nearly all of us, we eventually came back using something we never expected," the poofy haired man retorted.

"Such as?" Axel taunted. Axel's face then lit up in pain as he tried to turn his head. Looking behind him, he saw the malicious grinning face of Larxene.

"Like we'll tell you," Larxene chuckled. Axel began falling to the floor in pain…whenever he smiled. Without another word, Axel immediately opened up a dark portal and fell directly into it, disappearing from the room. This surprised everyone except the tall and bulky man. Marluxia ran over to the dark portal, but it closed before he could get to it. Marluxia yelled in anger.

"DAMN IT AXEL!" Marluxia shouted, summoning a large, pink-colored scythe from nowhere. Marluxia slammed the scythe into the ground, creating a large gash in the floor. Marluxia grunted in anger for a few more seconds, before regaining his composure and dismissing his scythe. Larxene just laughed.

"Looks like you've got something against Axel, right?" Larxene laughed. Marluxia just shot her a death glare.

"Now what happens?" the tall and tough man asked. Marluxia just turned to him.

"Well, Lexaeus, Axel never caused your demise. But Riku did. I assume you'd want him to have his comeuppance, correct?" Marluxia asked. The bodybuilder, Lexaeus, just nodded his head. Turning to his two friends, Lexaeus talked to the old man first.

"Vexen. Axel destroyed you first out of all of us," Lexaeus reminded. Vexen, the old man, scowled.

"Yes, and he did so under orders by Marluxia…" Vexen growled, staring at Marluxia with a deadly gaze. Marluxia returned said poisonous gaze, until the poofy-haired man stepped in between.

"Hold it, you two," he ordered. Vexen just stared at the poofy-haired man instead.

"What is it now, Zexion?" Vexen growled. Zexion, the poofy-haired man, just sighed.

"Think about it. Axel was assigned to eliminate the traitor. Yet by killing you, that makes him a traitor to the Organization," Zexion reminded. Both Vexen and Marluxia's faces then lit up.

"And he was the last one surviving…other than Riku and Namine, of course," Larxene pointed out.

"What are you saying?" Marluxia asked. Zexion just cooly smiled.

"Why don't we take matters into our own hands? Or, maybe…HIS hands?" Zexion suggested. Everyone was confused on what Zexion meant.

"What do you mean?" Vexen asked. Zexion just snapped his fingers, and a large book appeared in front of him. Zexion shut his eyes and focused all his energy on the book, creating a purplish glow. Everyone stood riveted, although their facial expression didn't show it. The camera closed in on Zexion's face, until his eyes opened wide.

"Got it!" Zexion shouted.


Meanwhile, Sai"X and Xigbar were blown back into a rock wall forcefully from a blast from before. Before anything could react, Anti-Sora blazed into view, slicing his sharp claws at Sai"X and Xigbar fast and forcefully. Phosnext ran up from behind and slammed his axe upwards to knock Anti-Sora into the air. Anti-Sora flew into the air, but then he did an aerial flip and came back down, knocking Phosnext to the ground immediately and painfully. Cxnik stood from afar, watching and trying to do something.

"Come on, there HAS to be something I can do!" Cxnik yelled in his mind. Cxnik then tried to focus all his energy into summoning a weapon…whenever a strange voice appeared in his head.

"Why would they do that…?"

Almost immediately after hearing that voice, Cxnik's eyes glowed a bright red, and everything seemed to change color for a split second. Immediately, Anti-Sora was flung around madly like a helpless ping-pong ball. Anti-Sora slammed into a wall, into the ground, was flung into the air, and then started being smacked around at such high speeds from nothing that he was already knocked out before it was over. Anti-Sora then plummeted to the ground, landing a couple feet away from Roxas and the Riku-Replica. Cxnik groped his head in turmoil, before falling to the ground unconscious. Sai"X and Xigbar looked on, shocked, while Phosnext slowly walked over to help Cxnik up.

"Well, looks like the rookie has a power after all," Xigbar joked.

"Wonder what it's for…" Sai"X noted. Both of them got up and walked over to the three knocked-out adversaries. Smiling, Sai"X summoned his claymore and walked over to Roxas.

"Revenge is sweet, isn't it?" Sai"X sarcastically asked to no one in particular. Sai"X was about to bring the claymore down and end Roxas forever…when a dark Keyblade threw his claymore out of his hands. Turning to his right, Sai"X saw the Riku-Replica on one knee…except this time, the Riku-Replica had a dark malice in his eyes that wasn't there before.

"What the-?" Xigbar said, surprised. Riku-Replica just grinned and slammed his fist into the ground. Instantly, two dark claws opened up below and grabbed Xigbar and Sai"X. Phosnext turned around and saw this development.

"Annoying little bug," Phosnext spat, before charging at Riku-Replica. Riku-Replica just threw both Sai"X and Xigbar at Phosnext. Even though Phosnext dodged both of them, Sai"X and Xigbar slammed into the ground painfully. Riku-Replica then stuck his hand in the air, forming a dark energy ball.

"See you fakers later," Riku-Replica grinned. In an instant, the dark ball enveloped Anti-Sora, Roxas, and himself and teleported them away. Phosnext ran up to the spot, and when he was sure they weren't coming back, he slammed his axe into the ground out of anger.


Zexion's eyes had a strange stare in them, as if he was in a trance. Before anyone, particularly Vexen, could ask what was going on, a dark orb appeared out of Zexion's book. The dark orb floated in front of everyone, before going to the center of the room. The dark orb then spread out quietly, before closing in on itself and imploding. After the implosion, however, everyone saw the Riku-Replica, along with the unconscious Roxas and Anti-Sora lying where the ball was. Riku-Replica got up first, dazed. Zexion shut his book, and the malice in Riku-Replica's eyes disappeared immediately. Roxas and Anti-Sora both began to stir, standing up as they did so.

"How did you…?" Vexen gasped. Zexion just grinned.

"I have to thank Axel for that one. Had he not tried to eliminate me, I wouldn't have had some of the Riku-Replica's power infused inside of me," Zexion explained. Roxas then, even dazed, caught the glimpse of Axel's name and stood up.

"Axel…what do…you know about him?" Roxas muttered, before recognizing the faces of the so-called "killed" Organization members.

"Roxas, I trust you've continued to apply yourself?" Zexion humorously asked. Roxas just stood up, eyes widened.

"How…never mind. I assume you have no idea what's been happening, have you?" Roxas asked, now on the defensive. Marluxia just chuckled.

"All we know is that Axel betrayed someone named Xion. And then we stepped into Axel's view," Marluxia explained. Roxas's eyes widened.

"Betrayed…Xion? How? Did he mean that incident in the Tram Common?" Roxas inquired. Vexen just shook his head.

"No, but maybe his memories can explain. Larxene?" Vexen somewhat-politely asked. Larxene just scoffed and held out the kunai she had used to stab Axel with earlier. The kunai then transformed into a blue card, shaped like a crown. Larxene just threw the card at Vexen, who caught it promptly.

"Roxas…if you wish to know, then trust us. After all, we haven't been here long enough to give a grudge against you," Vexen chuckled. Roxas just summoned his two Keyblades, making everyone in the room go into shock.

"TWO!?" Zexion shouted.

"How did he-!?" Larxene gasped.

"Roxas…!" even Marluxia was astounded. Vexen just yelped and jumped back.

"WHY THE HELL SHOULD I TRUST ANY OF YOU ORGANIZATION MEMBERS!?" Roxas shouted. "If you want me to trust you, give me a good reason. And you'll HAVE to do really well if you want me to believe you for a second. Why? Because I haven't forgotten that two of you are traitors, Xemnas is a liar about who Xion and I really were, and Axel…Axel…YAHHH!"

Roxas then slammed his Keyblades into the ground, proceeding to smash every last object in sight. After breaking several white vases and columns, Anti-Sora stood up.

"Roxas!" Anti-Sora shouted. Roxas stopped and looked at his partner-in-crime.

"What is it?" Roxas asked, obviously not caring.

"Here's a good reason to trust them. These Organization members were killed within these walls…these walls of memory," Anti-Sora explained. "Therefore, even though their powers and body were scattered, their memories were retained within the castle walls. All I needed was for someone to open the doors to the inner parts of Castle Oblivion to re-awaken these old members."

"Why? I thought you hated Organization XIII," Roxas accused.

"If I hated them, why would I join forces with you?" Anti-Sora pointed out. Roxas gasped, then dismissed his two Keyblades and stood up, recomposed.

"Good point. But how could you do it?" Roxas asked.

"Well, I first needed to wait for that imbecile Pete to open the doors and reawaken the old witch Maleficent," Anti-Sora pointed out. "I also needed to wait for someone to die outside of Castle Oblivion. And the first person from the Organization to pass outside of Castle Oblivion was…?"

Roxas then gasped at this revelation. "…Xion…" Roxas moaned.

"Wait, Xion's dead?" Larxene skeptically asked.

"How do you think Roxas can dual-wield Keyblades?" Riku-Replica coldly shot back, obviously being displeased by being in the same room with people who had manipulated him.

"When Xion passed, although I didn't know it was her at the time, I gathered her body's essence of being…and forged my own twin brother from the darkness," Anti-Sora explained. Roxas was now truly surprised.

"Who?" was all Roxas could ask. At that moment, a door leading downstairs slowly opened. Vexen and the others all turned, not surprised to see who was standing there. The only surprised face was Roxas's.

"…I'm sorry I never fully explained it to you before, but now is the time to show you, Roxas. The man you see before you…" Anti-Sora explained. The camera shifted from Roxas's deathly surprised face to show a being clad entirely in black. The being was Roxas's height, and had dark claws like Anti-Sora. Looking up at its face, Roxas could see its malicious intent on slicing open the first enemy it came across. The set-off about it was its composure as well; it didn't act ravenously, but instead it gave off an air of a gentleman, adding a creepier tone to the being. The big revelation for Roxas, however, was the being itself.

"…I'd like you to meet Anti-Roxas, or "The Friend From Beyond The Wall," as the people of Twilight Town call him," Anti-Sora finished.


Axel had just reappeared within the Round Room in the Organization's castle. Currently sitting in their respective chairs were Xemnas, Xaldin, Demyx, Luxord, Exsan, and Alexx. He had finished his long explanation of how the other Organization members had returned from the grave. Everyone was set-off by this, but Xemnas, Xaldin, and Sai"X were still calm.

"So, now that they're back, what do we do now?" Demyx asked, confused.

"Demyx has got a fine point," Xaldin explained. "But the question is: should we admit them back into the Organization?"

"We already know Marluxia and Larxene are traitorous and they should be eliminated as soon as possible," Xemnas informed. Alexx and Exsan both stared up at their illustrious leader.

"To think we actually had a female member at some point," Exsan sighed.

"Why are the old Numbers XI and XII so bad?" Alexx asked, confused.

"About a year ago, we had a vital mission involving Castle Oblivion and the Keyblade master, Sora," Xemnas explained. "Marluxia and Larxene were planning to overthrow me and destroy me, but thanks to Sora, that plan was halted."

"Halted, more so or less, by Axel himself. However, I do not seem to recall Vexen, Lexaeus, or Zexion being branded as traitors themselves," Luxord pointed out. Xemnas then turned his attention to Axel.
"Luxord beings up quite an interesting point of discussion, Axel," Xemnas stated. "Vexen was a pillar of success within our Organization. So why would he have happened to disappeared whenever we knew Xion had no memory of that type of assassination after all?"

Axel turned his head away in disgust. The tension was high in the room, but Alexx broke the silence. "Who's Xion?" Alexx asked.

"None of your concern," Xemnas stated. "All you need to know is that she is no longer one of us."

"Oh…" Alexx mumbled, shuddering at that thought. Xaldin then got impatient with Axel.

"Axel, the Superior had spoken. Tell us what you know or perish," Xaldin ordered, summoning one of his six blue air lances as he did so. Xaldin then shot the lance directly at Axel, just barely missing Axel's head and sticking directly into his chair as he did so. Axel didn't flinch, even though some of his hair was shredded by the blade.

"Haha…you missed," Axel half-heartedly taunted. Xaldin clutched his fists together, but Xemnas stuck up his hand. Xaldin got rid of his anger in a somewhat-loud sigh, and he dismissed his lance. Xemnas then stuck up his hand and a dark orb of white electricity formed in his hand, shaping into a large ball.

"What do you know about Castle Oblivion that was kept secret from us?" Xemnas again asked. Axel scowled, before remembering something important. Axel's eyes darted to all the chairs, and Axel grinned when he saw the coast was clear.

"Looks like the time HAS come…" Axel thought. Axel then cleared his throat. "Fine, I'll tell you everything you need to know…"


Roxas was still standing still in shock. Anti-Roxas returned a dark gaze at him, before he spoke up in a creepily similar, yet still dark and distinctive, voice like Roxas's.

"Anti-Sora. Is this the one you duplicated me from?" Anti-Roxas asked.

"Yes, brother. I hope you aren't annoyed," Anti-Sora politely apologized. Roxas then took all this information in and tried to process it in his head.

"I don't believe this…" Roxas thought. Vexen then stepped forward, holding the blue card in his hand.

"So, Roxas? Shall I unveil the truth about Axel?" Vexen asked. Roxas turned to him, and just nodded. Vexen grinned evilly.

"Good…" Vexen chuckled, before grasping the card in an even tighter grip. Immediately, the card shone a bright white light, and it enveloped everyone in the room. Everyone was transported to the grounds of an old mansion, and they were outside the brick-and-metal gates leading inside. As soon as Roxas took in the view, he looked at the gates and saw a girl standing there, looking back and forth frantically. Roxas realized who it was in an instant.

"XION!" Roxas laughed, tears of joy almost immediately appearing in his face. Running towards her, Roxas stuck his hands out to embrace her in a hug…whenever he ran right through her like a hologram.

"What the-?" Roxas asked, now surprised. Xion acted as if she hadn't even seen him. Vexen then spoke up.

"Roxas, this is a memory that has already occurred," Vexen explained. "You can't interact with it, because it has already happened."

"Then…?" Roxas asked, confused. As soon as he finished, a dark portal opened up near the entrance to the woods near the mansion. Roxas was surprised, but Zexion just held Roxas's shoulder.

"Watch for yourself," Zexion ordered. Roxas just stared as he saw Axel walk out of the dark portal.

"Why do I always get stuck with the icky jobs…?" the memory-Axel muttered. The memory-Axel then lifted his hand and shut the dark portal, proceeding to walk towards memory-Xion. Roxas looked at memory-Xion and saw her face turn to a sad expression.

"Axel…" memory-Xion sighed.

"Xion…" memory-Axel replied. "…what are you gonna do?"

"I've decided that I have to go back to where I belong," memory-Xion explained. Roxas knew what she meant, and he shed a silent tear for his fallen friend.

"Well, to be honest, I thought that was best; right from the very beginning," memory-Axel agreed. Roxas then looked at Axel, confused and slightly angry.

"Wait…did he mean he knew about Xion before any of this ever happened!?" Roxas growled.

"Keep watching, Roxas," Lexaeus ordered. Roxas sighed and continued to watch the memory.

"But you know, it still really bugs me. Something about this just stinks!" memory-Axel replied, putting his right hand into a fist as he said so.

"It's for the good of everyone…" memory-Xion tried to explain.

"But how do you know that?" memory-Axel contradicted. "Everybody thinks they're right…"

Roxas then gasped as he realized why this sounded oh so familiar. Having a short flashback to Chapter 5 whenever Roxas woke up in Hollow Bastion alongside Namine and Leon.

"This is right," memory-Xion pointed out.

"THEY'RE GONNA DESTROY YOU!" memory-Axel screamed, before gasped in surprise. Roxas looked at memory-Xion, and saw that she had summoned her Keyblade.

"Please don't hold back, Axel. Promise," memory-Xion asked. Roxas's jaw dropped, and he fell to his knees.

"What…did she say?" Roxas asked, now feeling goosebumps start to rise from his arms up to his neck. Memory-Axel then began to grunt weirdly, while trying to also comprehend that same fact.

"WHAT'S YOUR PROBLEM!?" memory-Axel screamed. Roxas was surprised by this sudden outburst, and he stared at memory-Axel, looking at him not as a friend, but as a feared foe.

"You both…think you can do WHATEVER you want…" memory-Axel sighed. Roxas then widened his eyes, and clutched his hands together.

"Does he mean me…?" Roxas asked. Zexion just put a tighter grip on Roxas's shoulder.

"Focus," Zexion ordered. Roxas continued watching as Axel then straightened up, now angry beyond words.

"…well, I'm sick of it," memory-Axel spat. Roxas just began to clench his teeth and fists.

"GO ON! You just keep running…" memory-Axel began to finish, sticking out his hand and making a small ball of flame appear below the stretched-out hand. "…BUT I'LL ALWAYS BE THERE TO BRING YOU BACK!"

Memory-Axel then summoned one of his trademark chakrams, and was staring at Xion with a death glare. Roxas looked at memory-Xion and saw her face. Roxas even noted a small tear she shed, before she began to run towards memory-Axel, Keyblade in hand. Memory-Xion and memory-Axel's weapons collided with a metallic bang, and everyone, from the unmoving Anti-forms to the sadistic Larxene, were watching the fight unfold intently. Roxas was gasping for air as he sat on his knees, breathless. Memory-Axel smacked memory-Xion right in the stomach with a spinning chakram, and then memory-Xion smacked memory-Axel across his face with her Keyblade. More blows were exchanged, as memory-Axel jumped and ran alongside the brick wall before pushing off and punching memory-Xion right in the face with not his chakrams, but his own fist. Roxas's jaw would've hit the floor, had this been some sort of fantasy cartoon. Unfortuantly for Roxas…it wasn't. Memory-Axel flipped and landed on his two feet, but memory-Xion took opportunity of the moment and cast a Thundara spell, creating many lightning bolts to come down and strike memory-Axel. Memory-Axel was temporarily pre-occupied with the Thundara spell, and memory-Xion took that opportunity to cast a Cura spell upon herself to recover from her wounds. The Thundara spell wore off, and memory-Axel again charged back at memory-Xion, eyes blazing with fury. Memory-Axel threw a chakram at memory-Xion, but memory-Xion ducked right under it and smacked memory-Axel back with her Keyblade. Memory-Axel waggled a finger back towards him in a taunting pose. Memory-Xion took this as an insult and tried, against her will, to continue to fight. The waggling finger wasn't a taunt, however; he was summoning his chakram back to him, and it flew back and smacked memory-Xion in the back. Memory-Xion fell over, dropping her Keyblade. Memory-Axel got his chakrams back and looked down at memory-Xion, who was struggling to stand up. Memory-Xion then re-summoned her Keyblade and sliced at memory-Axel. Memory-Axel gasped in surprise, and he dropped both his chakrams. Both chakrams disappeared in a mist of flame, but memory-Axel continued to stand, although still staggering. Memory-Xion, however, fell over, knocked out by the pain. Memory-Axel slowly turned around and picked up memory-Xion in a bridal-style position. Memory-Axel summoned a dark portal, and he staggered through it. Roxas then stood up, summoning both his Keyblades.

"GIVE HER BACK, YOU LIAR!" Roxas screamed, running towards memory-Axel. Memory-Axel went into the dark portal, and Roxas sliced at him. The dark portal disappeared before the slice could connect, and instead Roxas ended up hitting another white vase to the ground. Looking around, Roxas saw that he and everyone were in the same room as before. Roxas gritted his teeth, now shaking uncontrollably.

"Axel not only did that," Anti-Sora explained. "He had something ELSE on his agenda."

"What 'something else?'" Marluxia asked, intrigued. Anti-Sora just turned to them.

"The Organization's stealth is impeccable, although I find it ironic that they never noticed me or Riku-Replica whenever we spying on them from right under their noses," Anti-Sora sighed. "And I did see something one day that I'm sure you'll want to know…"

Anti-Sora then held up his hand, and a dark ball appeared. Doing the same technique as before with Riku-Replica, Roxas and the others ended up floating outside a window in the Organization's castle. Roxas looked inside, and saw Axel and Sai"X talking.

"I disposed of Vexen and Zexion for you," memory-Axel told memory-Sai"X. Memory-Sai"X turned around, quiet.

"I'll play it your way…for now," memory-Axel explained.

"Whenever we find the Chamber Of Awakening in Castle Oblivion, I'll reward you," memory-Sai"X promised. "Just hold up your part of the deal and follow orders."

Roxas just stared. Even Vexen and Zexion were astounded. Looking up, Roxas and everyone else saw Anti-Sora observing everything from a small shadowy hole in the corner of the room. The scenery changed back into the room everyone was in before.

"THAT JERK!" Zexion yelled.

"A set-up all along…by Sai"X," Vexen growled.

"The traitor was him all along, hmm?" Marluxia realized.

"There IS one last thing," Anti-Roxas spoke up. Roxas turned to his Anti-clone, and he saw him pull out a piece of paper. "Whenever I was born from Xion's old body, I found this tucked in a pocket. I believe it would be great if you saw it."

Roxas took the paper and read it aloud.

I awoke from my failed battle with Axel today. Xemnas had given me ultimate power, more power than I ever could have hoped. I'm surprised Xemnas would allow me to live, but he explained everything. I must either kill Roxas or die trying. Call it a suicide mission, at most. And I accepted it. Xemnas seemed glad I did, but I wasn't doing it for them. I plan to keep all my power held back the entire time. I could use my power and kill Xemnas now…but Riku told me better. Sora must be awakened. And because of which, I cannot fight them. If I die here, Xemnas could use my fading memories and seal them away forever. He told me so himself; he had a fourth device that he had told Roxas, myself, and Demyx to plant at different locations 2 days ago. Now, I will find Roxas and fight him. I plan to take him to Wonderland, then Halloween Town, and then finally Agrabah. But what Xemnas doesn't know…I will use my power and end up in Twilight Town. That way, if I die, my memories—no, Sora's memories—can return to him quicker. Roxas, be prepared. I'm sorry this had to happen, but I'm glad I got to meet you. Even Axel, despite his rash attitude. I hope we can all hang out again someday. I know I will fade away…but maybe we'll end up in a different world; a world where Nobodies go when they perish. I did ask Luxord about it one day; he said such a place didn't exist. But one can hope and dream…and Roxas: if you are reading this, then keep dreaming. Dreams will keep us held together. Dreams of an absolution, Roxas…and this absolution will end when Sora is awoken. Thank you for everything, buddy.

Roxas's eyes widened in pain, and then he screamed extremely loud, louder than anything he ever screamed before.

"AXELLLLL!" Roxas screamed. Roxas then started glowing, before Roxas began to transform. In a flash of light, Roxas was clad in a black cloak with white stripes arranged in a pattern of evil. (NOTE: similar to Final Form Xemnas's cloak in Kingdom Hearts 2)

Roxas turned to everyone else, and he summoned a dark portal. "Follow me if you want vengeance," Roxas ordered. Everyone grinned maliciously, as they all charged into the dark portal, heading for the next battle.

Review if you liked this chapter. You know you want to…:D