Fipp: I decided to mix things up a little this chapter.

And please excuse me is anything is inaccurate, as I've never played this one, and spent the least amount of time on YouTube looking up stuff.

XII

Balthier and Fran

It was a dark alleyway, littered with the occasional litter.

A rat scurried through it, stopped, and sniffed the air, but quickly fled when a shadow appeared in the middle of the room.

The shadow soon turned into a dark portal, and three hooded figures left through it, and it vanished when they were out.

"This place is creepy," said one of the shorter figures, looking around. "Are we sure there are Heartless here?" He took off his hood.

The tallest of the three reached up and removed his hood. "I'm sure, from what Xemnas said, there are a lot of people here you attach them. Got it memorized?"

"We do Axel." The shortest figure removed her hood. "But, I still can't help but feel uneasy here."

"Xion's right," Roxas said, folding his arms over his chest. "Where exactly are we again?"

Axel appeared to think for a moment. "From what I recall, we're in a series of worlds called Ivalice, think."

"Ivalice?" Xion asked.

"Yeah. Unlike most worlds, where they are so far apart from each other, that they only appear as stars to each other, this series of worlds are real close to each other that they can use airships to get to one another."

"Don't you mean 'Gummi Ships'?" Roxas said.

Axel shook his head. "No. Gummi Ships are used to travel the vast distances between worlds, while normal airships can easily go from the different worlds of Ivalice that orbit around each other.

"Right now, we're at a port where pirates hang out a lot."

"Pirates?" Roxas asked.

"Pirates," Xion said.

They thought.

"Maybe we should be pirates one day!"

"I completely agree!"

Axel only shook his head and walked down the alleyway.

000

While Roxas and Xion had had their doubts about the pirate town, they were pleased to see that there were Heartless roaming the night lit streets.

Though, while they had managed to destroy numerous Heartless, their battles had brought them unwanted attention from the local populace.

This had resulted in the local pirates throwing themselves into the fights, not only against Heartless, but against the Organization members as well. It was because of this, they had to retreat many times, though several times they weren't able to get away fast enough.

"If I didn't know better," Axel said, rubbing his jaw. "I'd say it wasn't attached to my head anymore." He made a quick tug at his jaw, making a loud snapping noise. "AGH! There, much better. Man, I didn't know those liz-"

"Axel, remember what happened five minutes ago?" Xion said.

"Yeah yeah." Axel had called a lizard-like man a lizard. Apparently, despite the fact they looked like lizards, they didn't like being called that.

"Axel! Xion!" Roxas called. He pointed a head of them and saw a large Heartless wreak havoc among several people.

Axel was the first one to jump. He quickly summoned up his chakrams and flames. He threw one at the monster, embedding the weapon into hide, before throwing the other one at it.

Both weapons then exploded in flames, causing the Heartless to collapse and crash into a building.

"I'm glad that Xemnas doesn't make us pay for damages we cause on missions," Roxas said. Xion nodded in agreement.

"There," Axel said, summoning his weapons back to him. "I think we've had enough work done for the night. We should get-"

A small portion of the wall behind him exploded.

"Wha-?" Axel spun around and blocked several small projectiles that came rocketing at him. "Hey! Who's these?!"

"Now did you have to do that?" said a man stepping out from the shadows, with a gun slung over his shoulder. "That was one of my favorite bars. They had excellent wine too."

Axel narrowed his eyes. "Just who the hell are you?"

The man only smirked. "Why, I'm the leading man."

"Seem a little smug there, don't ya think? And before we get too off topic; why the hell did you shoot at me?!"

"Well, I did say that pub had excellent wine, did I not?" He adjusted the gun and pointed it at Axel. "Also, I find it curious that an oddly dressed fellow such as yourself, would show up only shortly after these creatures do so. Care to explain this to me?"

Axel smirked. "Sorry, but that's none of your business!" Axel's weapons flamed in his hands.

"You're going to be trouble, aren't you?"

"Axel!" Roxas called. He and Xion called out their Keyblade and were about to charge into the battle when a woman stepped in front of them.

The odd thing about her, beside the revealing armor (1), was the long pair of rabbit ears that sat atop her head.

"It would be best if no one interrupt this," she said, turning around to Axel and the man.

"Get out of the way!" Roxas said.

"Do not worry about your friend," she said. "My partner has no actual intention of hurting him."

"What do you mean?" Xion asked.

She folded her arms over her chest. "Earlier today we had attempted a raid, but due to circumstances beyond out control, we were unsuccessful in it."

"Really?" Roxas wasn't sure if he cared about this or not.

"Yes, and despite all his sophistication, he is in many ways still a child, and thus will pout as such unless he has his tantrum."

"That's not the kind of thing I like hearing about myself," the man said, dodging one of Axel's attacks. "So, therefore, I did not hear it." He fired, but Axel dodged.

"Are you sure?"

"Yes. Though, it may be a while."

The two young Nobodies sighed, and sat down on the ground.

Basch fon Ronsenburg

Roxas opened his eyes and looked up just in time to have sand fall into his eyes.

"AGH!" he cried, jumping up and trying to rub his to get the sand out of them. When he was done, he looked around to see if he could find either Axel or Xion.

Neither one was there.

He got up and ran out of the room.

000

Xion walked through the halls, trying her best to avoid the less than appealing residents of the prison.

She knew that the three of them should have been more careful in that airship.

She wanted to find Axel and Roxas, fast, and get out of here very fast, as she did not feel at all safe in here.

There were then heavy metallic footsteps and quickly brought out her blade and hid in a small alcove.

The footsteps became louder as the person approached. From the shadows she watched as the armored man walk by her.

He was several meters away when she heard him stop.

"There's no use hiding," he said, his voice muffled by the horned helmet he wore. "I already know you're there." He lifted his weapon, a staff with a blade at each end, and grabbed it with both hands, then pulled it apart.

000

"Dammit," Axel said, walking away from a scorched hallway. Had he been in a better mood, he would have made a 'roast pig' joke.

He wasn't too sure on how long he had been looking for Roxas and Xion, though he knew that he had been looking long enough to become very irritated by the face he hadn't had found them.

Another groan. He walked down a hall and soon stopped in his tracks.

"Well, don't see that every day."

Now finding himself in a sizable room, Axel now faced himself with a ragged man in iron shackles, hanging in an iron cage, which was in turn, hanging over a large hole in the ground. The shadows in it prevented him from seeing the bottom.

Axel looked around the room. "Looks like a dead end." He shook his head. "Man, I'm so lost. How am I going to find those two?" He made to turned around but-

"It's been a while since I've had any visitors," said a voice, raspy from disuse, from behind. "Well, at least any ones that could provide enjoyable company."

000

The wall exploded, and Xion was thrown against the wall, then slid down to the floor, and her Keyblade falling out of her grip.

"So," the armored man said, walking through the hole in the wall. "She is one of these wielders of this 'Keyblade'. For some reason, the Empire is in need of your weapon, and with reports that two children wielding such weapons have come here, to the prison that hangs over my world."

Xion groaned in pain, blood pouring from the large cut on the side of her head. She tried to stand back up but the man knocked her down again. "Surrender, there is no hope for you." He raised his arm, the one with the larger of the two blades, and swung down.

It clashed against a weapon.

Underneath his helmet, his eyes narrowed. "Another one?"

Roxas glared at the man, and made to push him.

000

Axel stared at the man. "I thought you were dead. Looked dead."

"I'm not dead," the man said. "As you can clearly see." He looked down at himself. "Though, I can see why you would think that."

"Doesn't look like you got one of the best rooms in this hellhole. Must have really screwed something up to end up here."

The man looked down, and was silent for several moments before speaking. "Yes, yes I did. But, I will not give up hope because of it."

Axel raised an eyebrow.

"Tell me, what have you done to be thrown into these dungeons?" the man asked.

"Who cares. I just need to find my friends, and then I'm outta here."

"Your friends?"

"Yeah. I'm worried about them, they're just greenhorns after all." He folded his arms over his chest and shook his head. "This place defiantly isn't the kind of place for kids."

"Then why are you here?"

"Huh?"

"Go. You are correct; this is a dangerous place indeed. So you should go and find them."

Axel stared at the man. "Not really sure why you care so much about why you care about my personal life," he turned around towards the exit, "but that doesn't matter. I'm going to find them." He then walked away.

The man nodded. "That is good. We must defend what is precious to us."

000

Roxas slid back, breathing heavily. "Dammit," he said. He looked across the room to where Xion was, slumped against the wall as she had fallen unconscious.

The armored man held his two weapon in front of him horizontally. "Tired already?"

"I can keep going." He was lying. He felt as though his arms were about to fall off from all the blocking he was doing.

"Just surrender, there is nothing more you can do."

Roxas shook his head. "No. I have to keep fighting. I don't know what you want, or why you want it, but you're not laying a hand on Xion."

The man felt like laughing, but he didn't. "Is that so?" he sneered. "Then that is all the more reason to stop defending her."

"What do you mean?"

"All we care for will eventually stripped away from us. All we defend will be lost. There is nothing anyone can protect, and because of that we will only know despair and emptiness."

"That's not going to happen." Roxas growled. "I'm protecting all my friends."

"Then, allow my to take it all away!" the man held the two weapon in front of his vertically. It looked as though he was about to perform another attack, when a wall of flames appeared around him.

"Roxas!" No. XIII turned around to see Axel, with Xion slumped over his shoulder, standing near a portal. "Come on! We have to go!"

Roxas looked back to the flames one more time to see the armored man run out of the flames, before going through the portal.

The man saw the portal vanished as the flames died away.

He simmered in rage for several moments before storming down the path Axel had arrived from.

Ashelia B'nargin Dalmasca

Roxas, Axel and Xion walked out of the portal.

The blonde wiped his brow. "Just how many of these worlds rotate around each other anyway?"

Axel appeared to think for a moment. "I think there are five." He looked around the area. "And Xemnas wants us to search all we can."

Roxas and Xion lowered their heads.

"Wow." They looked up to see Axel had walked up to a small wall and was looking over the edge. "We are real high up."

"How high?" Xion asked, as she and Roxas walked up to the wall and looked over it.

. . .

"Is that the ground?" Roxas asked.

"It's so . . ." Xion started.

"I think this city is in the air," Axel said.

"That's great."

Roxas stood away from the wall, slightly unnerved at the prospect at falling to his death. "Let's go." He walked away, with Axel and Xion behind him.

000

"Guess there are no Heartless here," Roxas said, after the three of them had traveled the city for thirty minutes not have seen a single Heartless.

"Looks like this has been a wasted trip," Axel said, rubbing the back of his head.

Xion nodded her head in agreement. She looked around the market place.

Her eyes widened in surprise and she grabbed Roxas and Axel by the wrists and pulled them into an alley.

"Xion?" Roxas asked. "What are you-?"

"There!" Xion pointed out of the alley, to a small group of armored soldiers.

"Wait, aren't those the guys who-?"

"Yeah! Those are the guys who threw us into that prison!" Axel growled. "I say we get back at them!" Axel summoned a chakram

"No!" Roxas said. "We can't just attack them!"

"But they used police brutality on me last time!"

"You were making very large explosions," Xion said. "In fact, if they had showed up any later, the ship, along with us, would have blown up."

"Still . . ." Axel kicked at a pebble.

"And I don't think it's wise to going attacking soldiers in their own lands."

"Actually, this city is neutral." The three of them turned around to see a young woman approach them. "While this city acts as a port to all the worlds, it has no ties with any of them."

Roxas sighed. "That's good to know. We kind of had a bad running in with them a while back."

The woman shook her head. "I am not surprised." She looked to the soldiers and scowled. "These people, they take everything from anyone. Their goal is nothing but domination, and if they say anything else, it is nothing but lies.

"Sounds like you don't care for them either," Roxas said.

She then turned her scowl on him. "You have no idea." She then turned around and went back down the way she came.

Roxas wasn't sure, but he though he saw her face soften into a sadder expression for a moment when she said that.

Vaan and Penelo

"I like this place," Roxas said as he, Axel and Xion walked through the crowded streets of the bazaar. "We've been here almost twenty minutes and no one's tried to kill us yet."

"That's always a good thing," Xion said. "Though, it is kind of hot here."

"There is a desert outside the city wall."

"Really? I'm not that hot," Axel said.

"You saying you're hot is like Luxord saying he's bored with those playing cards of his," Roxas flatly said.

Axel shrugged. "Meh."

"Though, there are more of those Empire guys though," Xion said, gesturing to several armored guards that stood by one of the doors that lead to the outside.

"Man, these guys are everywhere, aren't they?" Axel said, scratching his head.

"That woman said that they were out to control everything," Roxas said. "Maybe this place is one of those places they took over."

"I wouldn't be surprised."

Someone then bumped into Axel as they were running by.

"Sorry!" the person called, before he ran into the crowd.

"Hey!" Axel called after him. "Watch where you're going!" He glared at where the person went. "Wait." He patted his pocket. "Dammit! The kid stole my wallet!"

He went racing into the crowd, chasing after the thief.

Roxas and Xion exchanged a glance before following after them.

000

"Where did they go?" Roxas asked as he walked onto the bridge. He had tried to follow Axel, but had lost track of them, and soon separated from Xion, in the large crowds of various people and races.

No longer able to see Axel, nor Xion, Roxas leaned against the stone pillar and looked up and down the bridge.

"You!" he yelled, sprinting down the bridge and catching the blonde boy by surprise.

"Huh?" he said, turning to face Roxas. "What do you want?"

"You stole my friend's munny!"

"No I didn't."

"Yes you did!"

"No I didn't!"

"Yes you did!"

"No I did-Hey!" he turned around just as the munny pouch he was trying to keep out of Roxas' sight was ripped from the hand he was hiding behind his back.

The girl in braided blonde pigtails only shook her head. "Vaan, what have I told you about stealing?" she asked. She then walked by Vaan and handed Roxas back Axel's munny. "You have to forgive him," she said. "I keep telling him to quit it, but he never listens to me."

Vaan placed his arms behind his head. "I didn't see you argue with the results yesterday, Penelo."

Penelo turned to Vaan. "That's because you stole from the Empire's guards. As citizens of the world they've taken over, we have every right to get back what they've taken."

Vaan grinned in victory.

"Not from a poor passerby."

Vaan frowned.

"Now say you're sorry."

He growled.

She smacked him on the back of the head.

"Ack! Sorry, okay!" he said to Roxas.

"Don't worry about it," Roxas said. "Though, I wouldn't let my friend you stole from, otherwise he'll probably set you on fire."

"Yeah right."

"No. I'm serious. He may actually set you aflame."

" . . oh."

Penelo began to walk away. "Come on Vaan, we have a lot of errands to run today."

"Right, right!" Vaan called. He was about to follow her when a large shadow passed over the bridge, causing both him and Roxas to look up as the massive airship gently soared above them.

"Wow," Roxas said. Despite the fact he had seen numerous airships during his travels in this world, they still impressed.

"One day . . ." He heard Vaan said.

He was going to ask him what that meant, but he had already began to walked down the bridge, following his friend.

Roxas, after several moment, pocketed the munny and left to find his own friends.

(1) It is an odd fashion statement to wear revealing armor, as armor is supposed to protect your body, and not expose skin. This defeated the whole purpose of armor, as Roxas would later think.

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Mrfipp