Instead falling asleep Roxas fell to his knees in pain. His head felt like it was going to explode. The pain was unbearable. Inside the pod the color went from white to a pulsing red. Roxas was scared. Another shot of pain coursed through him. He screamed, this time falling onto his side while clutching his head.

"Your name, it's Roxas, isn't it."

Pain.

"Good luck today." Blue eyes, short dark hair, a girl. He wasn't sure why that part surprised him the most. "Roxas, do you think I could be a friend?"

More pain. The sounds of a distant ocean began to overlap. He could see himself waiting on top on the clock tower, he wasn't alone was he?

"I guess X-'s not gonna show today." That's right, she went missing right before Axel came back from C.O., why did it make him sad? Where did she go? Something happened to her. He groaned in agony.

They searched for her, him and Axel, they found her outside the mansion in Twilight Town. She looked sad, it made Roxas's chest hurt.

"I can't use the keyblade anymore."

"Is there anything you can do, Axel." He looked up to Axel, idolized him. Axel knew everything, he had to. Axel must know what to do. Despite the pain Roxas smiled slightly, that was the day all they all became friends. All three of them, they became inseparable. More memories began to flood in, it was as he was beginning to overflow.

He suggested they a run away and live together, tears began to form, he wish they did.

•••

"Roxas, that's a stick." She managed to summon her keyblade again that day. Her eyes lights up, she looked so happy. They were holding hands. He could still see her, jumping up and down adorably. After that day everything was... perfect. They would finish their missions and have ice cream at the Clock Tower. They would laugh and make jokes. He missed those days, tears were falling down his cheeks. It didn't last, they never did last. He couldn't bear to lose her, yet he did.

•••

"Saïx was so mad, he called me a mistake."

Roxas screamed again, the pain was just too much. He didn't know it then, but that way the day she met him. The day Riku planted the seed of doubt in her that caused this whole mess. He didn't know it then, but he did now, Riku wasn't going to get off lightly.

•••

She failed another mission, this time she ended up in a coma. Saïx called her defective, Roxas was so mad he yelled at his superior. He placed a seashell by her pillow, just like she did with him. He just wanted her to wake up, he just wanted to see her smile again. And she did wake up, she begged him to let her tag along his mission with Axel. Three weeks, she was asleep three weeks, he wanted her to rest but he couldn't say no to her big blue eyes. She collapsed again, but this time Roxas remembered something she said.

"Sora." Him and Axel took her back to castle, Saïx called her broken again. This time even Axel defended her. Back in her room he said they were all best friends, that they were inseparable. Roxas was desperately gasping for air, the pain was overwhelming. Just how much had he forgotten?

•••

She asked about Castle Oblivion, she stood to close to the edge. Roxas could see her wobble... and slip, the way her face paled as she began to fall off the tower. He barely caught her in time. He insisted she return to the castle and rest. After the initial scare wore off Axel suggested they a go to the beach on their next day off.

They never did.

•••

They acted differently around him, her and Axel. They were hiding things from him, he could tell. Looking back, Roxas couldn't blame them.

Then she left the Organization.

He first instinct was to run after her, find her and bring her back. The Organization didn't let him.

Axel stopped showing up at the tower, Roxas felt so left behind. He began to hate himself, how could he have been so blind?

He visited Destiny Island, he saw a girl with red hair who reminded him of her. He missed her so badly.

When Axel finally appeared, they promised to spend every spare minute searching for her. They search world after world. Axel finally admitted he knew that she was born in C.O.

They went, they enter and Roxas collapses almost immediately as Sora's memories assaulted him. Just like her memories are doing now. Axel drags him back to Twilight Town where they find him with her. He was enraged, what was she doing with him, the impostor, with Riku?! They chase after him but come out empty handed. Despite the initial feeling of betrayal, Roxas was glad she was safe.

The next day they were given an uncomfortable mission. He chases after the impostor, until the impostor in cornered. Except it's not the impostor.

"Xion." She looked so guilty. It was tearing him apart, he tried so hard to convince her to return with him back to the castle. She refused. Then she pulled her keyblade on him. It all went so wrong. Axel attacked, Xion fought back. Eventually Axel managed to bring her back by force.

•••

They were all broken, all because of Riku and Sora.

Everything was awkward after a while. He wished they knew back then. Xion, she was sapping his power, he was getting weaker while she got stronger. The sad part was, even if he knew, he still would have let her. She noticed.

"For your information Roxas, I worry about you all the time." She huffed in annoyance. So she worried about him too, just knowing she cared made him... happy?

•••

This time the memory wasn't his, it was Xion's. She found Axel and asked him what to do to help Roxas.

"What did they forget to build you with common sense?" Axel's words stung, she never expected those words from him. But he changed his tone, Axel's eyes went soft as he placed a hand on her shoulder. "You're no puppet in my book. You're my best friend. Mine and Roxas's. Got it memorized?" He assured her, Xion felt relieved.

That day Saïx was unusually eager to give him his mission. Heartless in Halloween Town, simple. It was so stronger, Roxas felt like he was fighting for his life and he was. Just before he landed the finishing blow something blocked his attack.

"STOP, both of you!" It was Axel, chakram in each hand. The only thing preventing Roxas and Xion from accidentally killing each other. They were horrified to discover the heartless that they were fighting was actually each other.

Roxas thought of running away with them again.

•••

Xion left again, he was so angry that Axel just let her leave. He wished he listened to Axel, maybe then they could have come up with a plan. Axel tried to tell him the truth but Roxas wouldn't listen. Xion was Xion, not a puppet, right?

A few days later Xemnas holds a meeting for the Organization, he reveals Xion's true being. A puppet. Axel was given his orders to destroy her. Roxas pleaded but Axem didn't budge Even though they both knew Axel didn't want to hurt her, what other choice did he have?

Roxas cried, it wasn't the first time he's done it but it certainly was the more memorable this time around. He began to question himself, his friendship and the Organization. He may not have had a heart but he certainly had free will, even though often he acted like he didn't.

He questioned Axel, he hounded him, bombarded him with accusations without once thinking of the burden Axel bared. Axel always looked out for him and Xion, but sometimes there were things not even Axel could control.

"You really think the truth is going to make you feel better? It won't." And Axel was right. The truth wasn't better. They were never a duo but a trio. Xion was a puppet meant to prevent Sora from waking and take Roxas's power in the process. Roxas was the Organization's weapon, kept ignorant until the very end. And Axel got too attached, made promises he would never be able to keep, blind to the higher forces at work until it was too late. "You gotta trust me, Roxas." Axel was begging him, Axel never begged. Roxas couldn't believe he never saw the pain in the older man's eyes. He should have trusted Axel.

Instead he left Organization himself, kicking Saïx's ass on the way out. He could have used a portal, but he felt like walking out would make a bigger statement.

•••

"Roxas, I'm out of time."

No

"This puppet will have to play her part"

NO.

"This is why I was created." Her voice was distorted, her face was no longer hers but Sora's. He didn't want to fight her, but she left him with no choice. Her armor, he snickers bitterly through his tears, it was almost a perfect outline of Sora.

Roxas was sobbing as he recalled his last moments with Xion. He recalled their battle, and how the both miraculously survived the fall from the Tower. For a moment he forgot her.

"You'll be... better of now... Roxas."

Was he though? He had forgotten her completely, now he a mess. She fell, he caught her just in time. Her legs began to glow as crystallized memories formed and floated upwards towards the sky.

"I'm glad... I got to meet you. Oh and of course... Axel too...You're both my best friends." She was weak, she was dying yet she found enough strength to place her against his cheek. It was still warm. She resigned herself to die. And he couldn't do anything about it.

"Never forget... that's the truth." He remembered her just in time. Her hand fell, he caught it. More crystallized memories scattered in the air. He needed more time, to tell her he was sorry, to tell beg her stay. To tell her, just how precious she was to him. Instead he saw her face, so peaceful as her body glowed and disappeared. Leaving a single thalassa shell behind.

Roxas was heartbroken, "Xion."

Xion, Number Fourteen, No.i.

Xion, his and Axel's best friend.

Xion, the girl he treasured.

•••

Riku, Axel, and Naminé watched as Roxas entered the pod. Once the pod closed Naminé began to work, it was quiet then Naminé just froze.

They noticed as a crayon slipped from her hand and fell to the ground below.

"No..." she said quietly. Naminé's head shot up towards Roxas's pod. "Get him out of there!" She screamed. Riku was taken back, she never raised her voice.

"What do you mean, Naminé what's going on?" Axel said, trying to keep his voice from cracking.

Naminé shook her head. "Get him out of there, get Roxas out of there before-"

The lights went flickered before going out for a few seconds. They flickered on and off again. But by then everyone realized something indeed went very wrong. Roxas's pod began to flash a menacingly red color, they could hear him screaming from inside.

Axel summon his chakrams and was already desperately trying to break the pod open.

"Roxas!? ROXAS?! ROXAS!"

Roxas screamed again, he sounded so much like Sora that Riku snapped out of his trace. He rushed to Axel's side, stabbing the pod with his keyblade. That's when Axel began to scream himself. The redhead slipped from the stairs, grabbed his head in pain. His chakrams burned out of existence. Naminé panicked as she rushed to Axel's side. Riku continued to bang on the pod until it shattered.

Roxas wasn't floating peacefully in his sleep like Sora was, no. He was curled together on the ground, screaming and crying. Riku didn't waste time. He grabbed Roxas by his cloak and began to drag him out.

"Xion. Xion! Xion!" Was the only thing Roxas could say as Riku struggled to get the boy to safety. As soon as he was out the pod deactivated. It no longer flashed red and went inactive. Roxas stopped screaming shortly after.

Riku looked at the boy passed out in his arms. He turned to Naminé. She was kneeled with an unconscious Axel in her lap, he wasn't moving either. She looked up at him, tears in eyes. She held onto Axel's sleeping body, as if she was scared he would begin fade. Riku let go of a breath he wasn't even aware he was holding.

"Naminé, what just happened?"