Hello everyone! Lilith here.

Everyone enjoying their holiday so far? I sure hope so.

Since I've got myself an opening, I figure why not get another chapter out. I hope you guys will like this!

I own nothing of Kingdom Hearts except for my OCs.

Read, leave me a review, but flames are unacceptable.


Chapter 12: Floor 6 – Halloween Town; Sora

"Alright, Luna, let's do another recap. This time, we'll tackle the people you've met in your kid years, kay?"

"Okay, Medea. Let's do it."

After leaving the belly of Monstro, Medea thought it a good idea to perform another memory recap just to make sure Luna hasn't forgotten too much too soon. Ever since Sora started claiming to begin remembering someone different despite losing other memories, both girls wanted to check up to ascertain that certain memories haven't been completely lost by the tweaked out castle. After that fallout that is her memories of her past surrogate family, Luna agreed to check and see if she still remembers anybody she's met in her first travels across the worlds ten years ago.

"Right, then. First question: Do you still remember any of the princesses you've met?" Medea quizzed her.

Luna took a moment to think. "Yes. I remember Cinderella. I remember how kind and beautiful she is when we first met." She paused. "And the other princess… Oh, that's right. I remember Snow White. I remember how sweet and caring she was, how she let me stay with her and seven dwarves." She frowned a bit. "I can't quite remember the names of the dwarves, though. But I know they were a friendly bunch, and they were funny, too."

Medea's brow furrowed a bit. "Damn… Well, at least you still remember the princesses. That's good news." She then moved on. "Okay, then, second question: do you remember anybody else you've met in your travels?"

Luna thought about before she answered. "Well…I remember Queen Minnie. She was such a kind queen. And I remember how I helped Daisy with the moonflowers." That last bit she mentioned suddenly made her wonder a moment. "Come to think of it…when was the last time I ever saw a moonflower?" She dismissed it, focusing on the recap. "Never mind…I'll worry about it later." She shifted back to her memories, but then ran into some trouble. "Hmm… I think I've met someone at the coliseum besides Hercules. But… Oh, no. I can't recall what his name was, or his face…"

That raised a few alarms in Medea's head. "That's not too good. You're losing more memories as we keep going. I hate to think of what's running through Sora's head right now…"

"But there's something else, too," Luna said, worried. "Ever since Nero came with us, I've actually noticed something about myself that felt…wrong. When we were doing our recap, I couldn't help but feel like certain memories were being…locked away, like there's a lock on my memory to which I have no key to. I can't access my memories of that older man I can't remember the name of, and now it's happening to my memory of that man we met at the arena. I don't want to think of how many more will be locked out of my reach."

Now, that was something that raised a red flag in Medea's mind. How can memories be locked away? Luna is not the type to lock up a memory, only push it down when a part of it hurts.

And besides, if there's something that the Guardian is not looking forward to, it's having to convince her master to remember the events that transpired when she had known the people who made her childhood a living hell before her traumatic breakdown – and what happened after is something that Luna has yet to remember completely! The only thing she can hope is that nobody even tries to dig up the dark parts of her life before she can revive the memories she lost from another traumatic stress.

"I dunno what the hell is going on, but I'm gonna hope to Kingdom Hearts that you don't lose too much more memories," Medea confessed.

"I hope not, either. I don't want to forget the things I've been through before," Luna agreed worriedly.


Hearing Luna and Medea checking up on their memories made Sora attempt to search his memories by himself. Gradually, he's been remembering about that mystery girl who he felt so sure he's known somewhere prior to Luna's arrival on the islands. He was disappointed, though, that Nero wasn't too willing to spill to him what he knew about her because he didn't want to risk anyone trying to eavesdrop on them; perhaps he just didn't the guys in the black coats to exploit them at the first chance. If only he could remember more about that girl, then maybe he can help Luna remember her, too.

Donald noticed him lost in thought and asked, "Sora, is there anything else you remember about that girl?"

"Hmm…" Sora replied in contemplation. "Just bits and pieces."

"Then that means you're getting somewhere," Nero assured him, "You just need the right moment for it to come full circle."

"Maybe you could try tellin' us some more stuff about her," Goofy suggested. "Who knows? It might help ya remember other things."

In retrospect, he hadn't thought about trying to talk about her; maybe using the bits and pieces of memories that he's been gaining thus far, he could put together the identity of the girl he believed he had forgotten about for some time. Perhaps the new memories could help him explain to Luna who the mystery girl is so that she can better understand who she didn't know about. It was worth a try.

Well, uhh…" Sora took a moment to think over the fragments of memories. "She was quiet…and always drawing. When we'd go to the beach, she'd draw pictures rather than swimming. Sometimes she'd draw us, too! She was really good." He chuckled a bit. "I remember Riku and I fighting over who she'd draw next, while Luna watched her. But one day, she was gone, just like that. I think the grown-ups knew the reason. They might have even tried to explain some of it to me." He paused. "But I was little. I probably didn't understand what was happening. I remember crying after she was gone." He returned to reality. "But still…that's all. I still don't remember her name."

"Oh, I'll bet you'll remember it in no time!" Donald promised optimistically.

The duck's confidence seemed to perk up Sora a little bit; but then Jiminy came out, a little uncertain about it.

"I must point out," he said with unease, "Sora keeps remembering things instead of forgetting them. It seems to me forgetting things may be the only way – to reach the memories buried deeper inside each of us."

Luna felt herself shaking from dread. "Memories…buried deeper inside."

"I dunno about you, Jim, but I'd say that all this is getting way too screwy," Medea commented, her suspicion evident.

"So we should forget in order to remember?" Goofy asked.

"Like those guys said…'Our most precious memories lie so deep in our hearts, that they're out of reach'," Sora reminded them, "All that stuff about finding being losing and losing being finding… I didn't get it at first, but maybe this is what they meant."

"Think what you like, Sora. It's your memories after all," Nero said casually, "just as Luna's memories are hers."

"Gawrsh, Sora, I think I'm a little jealous of ya," Goofy said playfully, "How come me and Donald and Jiminy aren't rememberin' some of the stuff from our memories?"

That got Donald very excitable. "Come on, Goofy! Let's get going. We've got to forget things faster."

While Donald and Goofy hurried up the stairs to the next floor, Luna and Medea followed slowly behind Sora and Nero as they started up the stairs, too. However, Sora happened to notice this and slowed down so he find out what the two girls are really thinking about the whole situation; if anything, he felt like he was missing something in all of this.

"Hey, Luna, are you starting to remember anything new?" he asked her out of curiosity, "I'm pretty sure you thought me crazy to think another girl was one of our friends."

"Well…it's not like I doubt your sanity," Luna answered, trying to reassure him of his sound mind, "It's just that hearing there's someone else is a lot to wrap around my head. I mean, I remember that I've been rather ill in my head for years ever since I came to the islands. But I don't think I even recall anything about this girl you talked about."

"Well, then, what about Nero? Do you have any memories about him that you lost?" Sora asked her.

"Why the hell would she? The only brother she ever had in her childhood was her real brother, while everyone else was either a surrogate sibling or a grandpa figure," Medea insisted brazenly. "If she had any other sibling, she would've confirmed it herself."

Luna nodded in agreement. "That's true. If I did have a brother I didn't know about – and that's if I did – then where was he the past ten years, or the years before that when I was but an infant? That's what I would like to know."

Sora didn't bother to argue about that at this point; it gave him reason to believe that perhaps Luna is just a little slower at reaching for deeper memories that are hiding somewhere within the recesses of her mind. Aside from what memories she had, he only barely knew that there are still some memories of hers that are yet to be found due to her persistent trauma lurking within.

Unknown to all of them, though, Nero was listening warily to their conversation. He couldn't help but notice Luna's insistence on not knowing him and Medea's denial about his existence; not helping is that Sora is completely oblivious to what he was missing regarding his introverted friend. If there's still skepticism about his words, perhaps they might need more substantial evidence of his connections as part of the family.


Elsewhere in the castle, Axel and Larxene were watching the whole exchange unfolding as the party proceeded up the stairs to the next floor. They weren't at all surprised that the progression of events were going rather smoothly with their unsuspecting heroes; if anything, things are just going along as they were supposed to.

"Just as we intended," Larxene said gleefully.

Axel nodded. "We'll continue with our plan. Let's see how far this group will go."

He made a move to take his leave and play around with Sora and Luna again, but Larxene immediately stopped him in his tracks.

"You had your fun on the first floor," she said, "So this time, it's my turn."

As much as he didn't want to admit it, she did have a point; he had tested what Sora and Luna are capable of, especially with their friends in tow. Reluctantly, he turned around and tossed the card her way, which she efficiently caught. Excited that she got her way, she gave the card a quick peck before she approached Axel.

"I'm not going to just give it to them," she promised.

"Don't break them," Axel requested with a deadpan tone.

Larxene raised a brow at him. "Well… Do I detect a soft spot?" She rolled her eyes as she walked away from him. "I'm not going to break the toys. I'm not dumb."

"Don't forget. Sora is the key. We're going to need to need him if we're going to take over the Organization," Axel warned her, "Luna is still needed, too, even if she's not part of the plan."

Larxene put her finger up to silence him. "I know that you're in on it, too… But keep it under your hood at least until the time is right."

With a nonchalant wave of farewell, Larxene vanished in a cloud of darkness, leaving Axel alone.

But when she was gone, though, he couldn't help but let out a knowing smirk. He couldn't believe that she had gone through with doing the dirty work like that. He had no doubt that she'll be in for a bit of a surprise when she meets Sora and Luna, even if the operative is walking along with them. Besides, what else would make things a little more fun?

"You would have been wise to have done the same thing, Larxene," he said to himself.


"So, Sora, did anything back there help ya remember your friend's name?" Goofy asked.

Sora thought about for a bit before he replied, "Her name's the only thing I can't seem to remember."

"You gotta try! Hurry up and remember it so that Luna can remember, too!" Donald pressed him.

"Actually, Sora, you don't have to do that just for my sake…" Luna tried to politely decline.

"Don't worry about it, Luna," Sora reassured her, "Once I remember, I'll let you know her name for real. That way, you can figure it out for yourself when you're ready."

"Perhaps other memories you've missed will come back in the process," Nero agreed eagerly.

"Yeah, well, we still got other places to be, so let's just drop the whole memory shtick for a bit and focus on where we're going next," Medea quickly changed the subject.

That was when Sora pulled out the last of the world cards given to them, knowing that they have only one more to go through before they've reached the halfway point of the castle. This time, the card bore the image of a town that seemed more like something out of children's ghost story than anything else. He certainly had an idea on what this will mean…

"Well, then, let's head on in and see what exciting things we can find," Sora said excitedly as he used the card on the door.


When they stepped inside the spooky town, the party immediately found that their wardrobes have been changed to better fit the new environment they're in.

Sora is dressed in a black-and-white jumpsuit with white gloves and bat wings protruding from his back, along with black stockings held by red strips of cloth; his face looked like it had been covered in black makeup, fangs are barely visible from his mouth, and a devilish mask is worn over one side of his face.

Luna wore a dark blue, worn-down bridal dress decorated with spider and spider web laced train and her moonstone brooch pinned to the top of her dress; she wore a decorated flower headdress with a translucent purple veil and a net veil over her eyes, and on her arms were worn-down and tattered net gloves and stitches around her arms.

Medea's purple dress turned white with tatters around the skirt hem and the sleeves, and her skin became paler than it was with dark circles under her eyes; her bright red hair and violet eyes remained the same.

Donald had a lot of old mummy bandages wrapped around his body, but his midsection was missing from the rest of him. Goofy went for a man-made monster look with patched clothes and a big screw embedded in his head, complete with a tiny pumpkin on the tip of his nose.

Nero found himself dressed in a tattered black and green hakama with a dark brown sash around his waist; worn-down bandages are wrapped all over his legs and feet, and his skin went whiter than his normal color with dark circles around his eyes; on his forehead is a paper slip with strange symbols inscribed on it whilst held by a nail.

"Is this something that happens when you go to new places?" Nero asked, examining himself.

"It happens sometimes," Luna replied, not too worried about the changes, "It's not the first time we've gone through this sort of thing. And besides, it'll actually feel pretty good once you get used to it."

"Take it from us. If you visit places like this, don't expect to stay yourself," Medea agreed.

"Just don't expect everyone to take us in stride," Sora advised, which was true.

As they passed through the gates into the creepy town, they looked around to see various sizes of haunting houses surrounding a fountain pouring out an eerie green liquid from its mouthpiece, the houses themselves decorated with numerous spooky pumpkins and an iron gate blocking entry outside of the town; a guillotine nestled in a corner, and deadened trees stood crooked like they could very well be hands waiting to snatch anyone who dared to get close.

Goofy looked around nervously and said, "Gawrsh! Don't like the looks of this place. I bet it's crawling with ghosts!"

"Aw, phooey! There's nothing to worry about," Donald didn't believe him. "You won't be spooked if you already know what's coming! Not even real ghosts can frighten us anymore. If they take one look at us, THEY'LL be the ones to run away!"

"You really think so?" Goofy asked.

"Trust me!" Donald insisted confidently.

Medea just rolled her eyes. "Oh, please. The next thing you know, you'll be the first one to scream like a girl."

"Do we even know what might scare us?" Luna asked, uncertain.

They got their answer soon enough when, just as Donald walked over the fountain to prove he has no fear, a tall spindly skeleton in a black and white suit abruptly emerged from the fountain in an eerily flamboyant display for all to see.

"Welcome to Halloween Town!" he greeted with a bright baritone voice.

Sure enough, Donald shrieked in fright as he fell over. "Waaak! A ghost!"

Everybody immediately took up their weapons, ready to fight. But instead, the skeleton just chuckled at the scene he had made from his performance.

"Wow, that was the best shriek I've heard in ages!" he exclaimed jovially. "If you're THAT easy to scare, we're gonna have a great time!" But then he paused, realizing his breach of etiquette. "Sorry, I haven't even introduced myself. I'm Jack Skellington! And this is Halloween Town. People around here call me the Pumpkin King! So if you're lookin' for a ghoulishly good time, you've come to the right place."

"Well, we aren't!" Donald fumed angrily, ashamed at his own folly.

"At least I got a first glimpse of how this town works," Nero admitted under his breath.

"I'm not sure if I want to be scared, at least in this place," Luna didn't feel too sure about facing more scares.

"Well, that's too bad, because at the moment, we've got a bit of a problem in Halloween Town," Jack admitted.

"What kind of problem?" Sora asked.

"Well…" Jack started to explain himself.

But then, without a word of warning, a large swarm of Heartless suddenly manifested out of the shadows, surrounding them and clotting the square with their numbers.

Jack, seeing this coming, said, "Like that!"

Sora gave out a startled cry as he took stance against the Heartless.

"Somehow I had a feeling this would happen," Medea groaned in frustration.

Banding together, the party split into different groups to whittle the Heartless down and clear the streets of their presence. Thanks to the unpredictable magic let loose by the Pumpkin King, it was possible to clear out the more annoying gargoyle types that hung around in the sir while everyone took care of the rest. Several magic blasts and blade strikes later, the creepy critters have momentarily ceased their assault and left them with some breathing room to assess the current situation. Though, the duck certainly felt pretty peeved about it, thinking that the appearance of the Heartless was all Jack's doing to try and scare them some more.

"What's the big idea? Why'd you go and call the Heartless?!" Donald demanded, bouncing in anger.

"I didn't call them. I just knew when they were going to show up," Jack explained honestly. "In fact, I'd love to get rid of them. They actually go around attacking people, instead of just scaring them."

"That's terrible! Especially for a town like this," Luna gasped, pitying the problem.

"Yes, indeed," he agreed wholly.

This made Sora curious. "Why are they here?"

"I was just going to go ask Dr. Finkelstein the same question," Jack replied, "I'm heading to his laboratory right now. Follow me!"

As Jack started to walk away toward the laboratory nestled outside of the town, Donald turned over to Sora, uncertain as to whether they should follow along with him after what just happened moments before.

"Sora, what should we do?" he asked.

"I guess we'd better go," Sora answered, wanting to get answers on Halloween Town's issues.

"I agree on this. If what Jack said is true, then maybe there's something dangerous at work that's giving the leader every reason to be concerned," Luna agreed with him.

But Donald wasn't too sure about it. "I don't like this. What if he's leading us right to the Heartless?"

"You're just asking for trouble, duck," Medea warned strenuously. "Do you want to get a heart attack from another scare?"

Suddenly, Jack sprang out of nowhere right into Donald's face. "Bingo! You saw right through me!"

The skeptical duck suddenly squawked with terror at the sudden reappearance right in front of him, jumping for a brief moment before he plummeted to the ground. Medea simply rolled her eyes, unamused at the petty prank that Donald had to suffer from at the hands of the skeleton who orchestrates the scares every year.

"Told ya," she deadpanned.

Nero was in disbelief at the sight. "And this is coming from a duck who claims he isn't scared of anything? What a joke."

Jack just laughed at the prank. "I'm just kidding! Now let's get going."

"That would be a good idea," Luna agreed, not wanting to make any arguments.

This time, for real, the party didn't argue with Jack and followed him up the hill outside of town to the doctor's laboratory for an investigation into the Heartless problem. And besides, the last thing they want is to get another scare out of the Heartless trying to sneak up on them while they are trekking through the town.


When they arrived at the laboratory, they stepped inside to find a scrawny, wheelchair-bound creature with a large head reading over a giant book while scratching his brain in deep thoughts only he knows about. As a matter of fact, he seemed to be too absorbed in his studies to even realize that there are visitors coming in right through his doorstep. He must be the doctor that Jack spoke about when he brought up the Heartless problem.

"Allow me to introduce Dr. Finkelstein!" Jack announced in introduction. "He's a world-famous genius!"

"Yes! Maybe I'm TOO smart," Dr. Finkelstein grumbled as he turned his wheelchair. "I'm afraid I've created something horrible!"

"What's that?" Donald asked out of curiosity.

"Well…" the doctor paused a moment before he asked a question. "Have you ever stopped to think about the power of 'true memories'?"

That's something Sora never heard about. "True memories!?"

"What do you mean by that?" Luna asked, equally confused about it.

"You see, my children, our hearts are full of memories," the doctor explained, "but not all of them reflect the truth. The heart isn't a recording device. Even important memories change with time. They warp or fade, leaving us with but a shadow of what we hoped to remember."

That worried Sora. "Could that be happening to me?"

"Me, too?" Luna asked nervously.

Dr. Finkelstein shrugged. "It happens to everyone. Some memories grow ugly, and some become more beautiful. If we could recover our true memories, the world would seem completely different. So, I devised a potion from forget-me-nots that brings our true memories back."

That raised a lot of eyebrows in the lab: a potion that can recover true memories? How can such a thing be possible? As tempting as it might be to think that such an innovation could be promising, there's a planted doubt in most of their heads as to whether or not such a project would be safe to dabble into even if it were successful.

Just to be safe, Sora asked, "Did it work?"

The doctor frowned. "Well, that's the problem…"

"As soon as the doctor got a whiff of the potion, Heartless started popping up!" Jack finished for him.

"Why does that not surprise me?" Medea asked sarcastically.

"Sounds like a failed experiment to me," Donald said, jumping to conclusions.

"No! My research is flawless!" the doctor snapped insistently, "I just need another look at the potion to find out what went wrong!"

Dr. Finkelstein shifted his wheelchair away from his book and over to his machine that bubbled a green liquid in a perpetual chain of chemical reactions – but as he did, though, he suddenly looked around the place as though he couldn't help noticing that there's something missing when it shouldn't be.

"Unfortunately…it's vanished," he noticed.

"Maybe somebody swiped it?" Sora wondered.

"If they did, there must be a good reason," Luna guessed.

Dr. Finkelstein growled in frustration. "It must've been Sally!" He turned around. "Jack, you've got to find her and bring my potion back."

"Leave it to me!" Jack replied eagerly.

"Can we tag along?" Sora asked him.

Jack got puzzled about it. "What for?"

"We want to know more about these 'true memories' the doctor keeps talking about," Sora replied.

"I'm rather interested in knowing more about that potion as well," Nero agreed eagerly.

"Excellent! Then let's go find Sally!" Jack said excitedly as he led the way.

As they were leaving the laboratory, the girls couldn't help but feel that there's something shady going on with a memory restoring potion involved in the Heartless mess. If someone stole the potion, there had to be a good reason. Also, why would anybody want to know about 'true memories' that the doctor spoke about? Whatever the subject is about, something about it just didn't sit well for either of them.

"Medea, do you suppose someone feared possible danger that came with the potion?" Luna asked quietly.

"Who knows? Maybe we'll know more about this mess when we talk to Sally," Medea replied cautiously, "And when we do, we could help her get rid of it as soon as possible."


Their search for the doctor's man-made assistant led them far out of town into the cemetery surrounding a curled hill past the gated walls. Sure enough, from identifying the patchwork job of the female figure looking out at the curled hill, they had found Sally seemingly lost in her thoughts – most likely feelings of dread only she understands very clearly.

"There you are, Sally! I thought I'd find you here," Jack exclaimed in relief.

Surprised from the familiar voice behind her, Sally turned around abruptly to find that the Pumpkin King had brought along six other people that didn't seem familiar to her. As she did so, though, Sora and Luna noticed rather quickly that, as she turned to face them, she appeared to be hastily hiding something behind her back with one arm while trying to hide her fears.

"Who are your friends?" she asked, trying to be nice.

"They're interested in true memories," Jack replied like it's no big deal. "You have the potion, don't you?"

Sally hesitated as she answered, "Well…yes."

Carefully, she moved her arm out and held out a glass bottle filled with the same green liquid that they saw in the laboratory. It's the potion that was in the laboratory before it was stolen. It left no doubt that she was the one responsible for stealing the potion without anyone knowing about until it was too late. But the question is: why did she do it? Was she afraid that someone might misuse it, or was there something to be afraid about?

"Could you give it back?" Jack asked her politely.

"I guess so, if you insist," But Sally was not too sure about it. "But…I'm afraid. All the doctor did was smell it and the Heartless appeared. What if someone drinks it?"

That unnerved Luna a bit. "That is a scary thought, now that you mention it…"

"Are you kidding? What could be more exciting?" Jack said, not getting the point.

Medea gave the skeleton a weird look. "Where the hell's your common sense, bonehead? She's scared, can't you tell?"

"I'm worried, Jack. Isn't there another option?" Sally insisted to him.

Now that was a rather interesting dilemma. As intriguing as it would be to find out what the potion can really do, there is a fair point that there might be a potential hazard if it is used in any way.

Sora turned to Jack, now not so certain about it. "Any ideas, Jack?"

For once, the Pumpkin King had no plan in mind. "I can't think of a thing."

"I say we just take that potion and dump it all somewhere out of reach," Medea proposed.

"Or bury it someplace where nobody can find it," Luna suggested.

"Can anyone think of something better than that?" Nero asked impatiently.

"I can! Give it here!"

At the cue of a deep, sleazy voice, an oversized sentient sack suddenly dropped down from behind Sally, catching her off-guard; just as she turned to see who it is, it roughly knocked her to the side as the potion was forcibly snatched from her hands.

"Oh, no! The potion!" she cried in horror.

But Jack quickly identified who it is, and he wasn't happy about it. "Oogie! You again!"

Oogie just laughed at him. "Jack, where are your manners? I'm just helping you put the potion to good use! You should thank me!" He looked over at his prize. "Well, well. Just one sniff, and the Heartless appeared. What would happen if I chugged the whole thing? THAT would be scary!" He laughed maliciously at the thought. "Poor Jack! You can't hold a candle to Oogie Boogie. Time for Halloween Town to taste pain and despair beyond any nightmare!"

Jack was outraged at this. "Pain and despair? Oogie, you monster!"

However, Oogie Boogie didn't pay any attention to him as he hurried off with the potion in his hand. It was bad enough to hear about the possibility of the potion being dangerous from one smell of the material, but to hear someone intend to consume it for no good reason? That sounds like a bigger disaster than anybody would want to deal with, and that boogeyman will be the first to very likely make the biggest mistake of his monstrous life. And this is something that they're just going to have to put a stop to if they don't want the town to get into any more trouble with the Heartless already being such troublemakers.

"C'mon, Jack! We've got to go after him!" Sora called as he started to follow the trail.

"At least we'll know where he'll be hiding himself," Jack agreed, wanting a little payback for Oogie's trouble.

"I've ripped him apart once; I'll do it again if I gotta!" Medea growled.


Oogie Boogie's trail left them with Heartless popping out of places just to try and get in their way (probably because the scent of the potion trailed around the air as Oogie ran away with it), but that didn't stop the party from plowing through them just to stay on the boogeyman's trail while it's still hot. After a while, their monster hunt led them straight to Oogie's hideout, a door leading them right into the sentient sack's deadly gambling room where he's still got the potion as he is ready to take it all in if he dared to.

"Oogie! Hand over the potion!" Jack demanded, threatening harm if disobeyed.

"You fools don't know when to quit!" Oogie snarled irritably. But then, a nasty idea crept in his mind. "Say…all this running around is making me thirsty!"

Jack, horrified at this, cried out, "Oogie! No!"

"Yes!" the boogeyman shouted defiantly.

"You don't know what's in it!" Luna implored in a panic as Sora shouted, "Don't do it!"

But it was too late; not heeding the protests of anyone who spoke up against him, Oogie popped open the bottle and chugged down a huge chunk of the potion in one splash before tossing the container aside like it's a nuisance. A gurgling sound could be heard from inside the freak's stomach as he swallowed up the contents without caring about what might be inside the strange concoction, sickening everyone in the room.

Sora didn't like what happened there, and feared the worst. "Oh, no…"

Oogie licked his lips as he savored the flavor. "Ahh! Lip-smacking good!"

But then, not long after he had completed his consumption, something very unsettling happened with him. Without warning, Oogie's confident bullying grin fell apart as his eyes widened with a sense of intense fear and confusion, and his body suddenly began to tremble viciously like he's found himself in the middle of a waking nightmare that he doesn't understand. Worse still, his head is jittering all around the place like he doesn't have a clue what he's doing here and why he's here.

"Agh! What's this?" he screamed, panicked. "What… Something's wrong! Something deep inside me. Something…scary!"

Jack, worried, asked him, "Oogie! What's going on?"

Instead of answering him, Oogie shrieked in horror and shrank back. "No! Get back! Stay away from me!"

"What's going on with him? Why is he scared of us now?" Luna asked, worried about the situation.

"I dunno what the hell's up, but we gotta put him down right now!" Medea replied as she readied her claws.

Despite the fact that Oogie is in an unnatural state of panic, the waddling sack of bugs still managed to make the fight against him rather annoying. Desperate to drive them away, he would toss out dangerous dice blocks that explode like bombs at a moment's notice, which forced everyone to move out of range of the blasts; all the while, there were a few instances where knives would drop from the ceiling to land a hit on them or a saw machine would swing down from one side of the room to the other in an attempt to hack off anyone who is within reach of the blades.

"Stop fighting us! Maybe we can figure something out," Luna tried to reason with the bogeyman.

Unfortunately, her voice of reason fell on deaf ears as Oogie Boogie frantically tossed out more exploding dice blocks at them.

"Jeez, he's too scared to listen to even you," Medea grumbled aloud as she knocked the dice back.

But then, during the fight, Sora noticed something. As they kept forcibly repelling the dice block bombs from them, he realized that the explosions that impact against the gates caused the gratings to lower down with each blast. That's when an idea crossed his mind, one that might help them get up to Oogie's level and finish him off.

"Guys, let the bombs keep coming to us!" Sora ordered, "We just need enough force to force the gate down."

Nero observed what Sora meant, and agreed; "Now that's something smart comin' out of you."

Switching up their strategies, Sora and Luna moved in to handle knocking away the bomb blocks while Donald and Jack kept the normal dice blocks from making a nuisance of themselves with their dual casting of magic; Goofy, Medea and Nero, on the other hand, worked to disable the contraptions dropping down the knives and saw blade before the main two took their chances to bend the gates until enough force brought the whole foundation down. As soon as the gates are destroyed and the platform is open for climbing, Sora and Nero took the chance to get up there; but Oogie just wouldn't let them get any nearer under the influence of his terrors.

"Get back! S-Stay away from me!" he screamed.

Desperate to get them of his sight, Oogie hysterically bombarded them with dice blocks to foce them to leave him alone. But at this point, Nero was getting sick of the bogeyman's nonsense and wanted to see this finished quickly.

"I've had enough of your whining…" he growled in frustration, "Be silent!"

With a whip of his arm, a burst of spherical electric energy shot of his hand and let loose enough bolts of electricity to paralyze Oogie into a stupor before he used his broadsword to slice open the sack's body, subsequently letting loose the bugs he kept inside of his ragged body until it is reduced to nothing more than an empty sack.

But while Oogie may have been reduced to nothing, the same could hardly be said about the bottle that held the potion. It seemed as though the bogeyman had undoubtedly consumed the entire package while he had it in his grasp. Now what are they going to tell the doctor after all that has happened here?

"That damn freak guzzled the whole thing down," Medea sighed annoyingly, "Now what?"

"I'm afraid we'll have to let Dr. Finkelstein know what happened," Jack replied as he picked up the bottle. "He'll be sorely disappointed about this, I'm sure."

"But it is rather disturbing," Luna admitted, thinking on what happened, "It worried me when Oogie began acting very strange. Why was he afraid of us? What made him afraid of us? That's what I would like to know."

Sora shrugged his shoulders. "I don't know. We'll ask the doctor when we get back."


As soon as they returned to the laboratory, Dr. Finkelstein immediately began to question them as to what happened when they left to find the potion. Sora and Luna explained that after they found Sally and the potion, Oogie jumped in from the blue and snatched the concoction by force; to make the matter worse, they informed him that Oogie Boogie had swallowed the potion whole just to spite them – only for things to go horrible wrong and that they were forced to fight him in order to put a stop to whatever it is that drove him frighteningly mad after drinking the potion entirely. Needless to say, the doctor was none too pleased at the troubling news they had to share with him.

"Confound that Oogie Boogie! He drank nearly all of my precious potion!" Dr. Finkelstein cursed angrily. "There are only a few drops left!"

Apparently, despite the fact that Oogie consumed the potion, only a few drops remained to be used. However, after all that happened back at the bogeyman's hideout, Sora and Luna didn't feel too sure if it would be a good idea to actually take what's left for their own uses.

Then, Goofy asked them, "Sora, Luna, why don't you ask the doc if you two can drink the rest?"

Sora shook his head. "No. I'd better not."

"I don't even want to," Luna agreed.

The doctor heard this, though. "What, don't you want it? That's too bad. It would've been a great experiment."

"Now, Doctor…" Sally warned.

Jack grew curious, too. "Don't you two want to find out about your true memories?"

"Of course – now more than ever," Sora replied, "But there's this guy – Axel. I promised him I'd find the truth on my own."

"Same here," Luna agreed. Taking the potion would be cheating."

Dr. Finkelstein let it be as he turned back to the bottle. "I just don't understand. When I inhaled the potion, Heartless appeared – and when Oogie drank it, he was overcome with fear. What could it mean?"

"It means the potion was a failure," Sally concluded.

"No! I can't be wrong!" the doctor insisted, "Oogie MUST have found his true memories!" But then, a thought crossed the doctor's mind. "Hmm… True memories must unbalance the heart – and cause unpredictable changes within!"

"Then…what about us?" Sora wondered, "What happens when our true memories awaken? What might happen if Luna's lost memories return?"

Luna and Medea had a suspicion as to where he was going about it; he was talking about the memories that Luna had lost when she arrived at the islands in a severely broken state of mind. They had yet to uncover what other memories she might've lost that broke her like they did years prior, or what events caused them for that matter.

"Perhaps something even more terrifying," the doctor guessed, "But this is all just a hypothesis. I can't be sure without further research."

That unnerved the two teens a bit when they heard the implications of something sinister if the potion is used, something that Jack certainly took notice of.

"What's wrong, you two? Does the doctor's theory scare you?" he asked.

"Well, yeah – a little," Sora replied nervously.

"Actually, it frightens me a lot," Luna confessed, unnerved at the ideas.

"That's good to hear!" Jack said cheerfully, "Fear and doubt are the signs of a strong heart. They push your heart, strike out in new directions, take chances! Without them, your zest for life might fade…as would your taste for fear. And believe me, that would really ruin my fun."

Sora smiled. "Thanks, Jack. We'll remember that."

"Then good luck, ladies and gentlemen!" the Pumpkin King cheered, "May you always enjoy being frightened!"

Unknown to everyone in the room, as they were discussing about the perils of the potion and the concept of true memories, Nero had been staring in contemplation at the bottle sitting idly on the lab table. Although he had seen the disasters that came when Oogie drank the potion and learned the reason the Heartless came to be due to the scent alone, he couldn't help but wonder why anyone would be so frightened over something as trivial as a potion that could've been useful if given the chance. He couldn't help but feel curiosity as to what the potion could do if it hadn't been waster by the clumsiest of hands…


As the party started to make their way out of Halloween Town, it didn't take long for them to notice that Nero wasn't with them when they had left the laboratory. What was holding him up while they left?

"You gotta be kidding me!" Donald squawked furiously, "We've already dealt with the potion problem. What gives?"

"How the hell should we know?" Medea snapped back, "It's not like we're supposed to babysit him or something!"

Sora turned to Luna. "Do you have any ideas as to what he'd be doing?"

Luna shook her head. "I don't know. I mean, I know he's been insistent on being my brother, but this? I don't know what he's doing."

In no time at all, Nero came back out of the laboratory in a hurry like he had completely forgotten he was left behind. This raised a few eyebrows when he returned to them oblivious to the frustrations and confusion of the party that were about to go look for him when he didn't follow everyone out.

"What kept you, Nero? We were about to leave," Donald called him out on it.

"Sorry, sorry, I lost myself in thoughts after we brought the potion back," Nero replied innocently, "The doctor's theories were just rather difficult to wrap around my head, that's all."

Medea glared at him suspiciously. "Oh, really? It makes me wonder where your brain was when we were told that what the doc said is only a theory that he can't conclude without further research."

"I dunno what happened, but do us a favor and don't make us worry like that again," Sora requested of him, "We still have to keep going up the castle, you know."

"Don't worry. I won't do it again, honest," Nero assured them as they started to leave the town.