Axel, Namine, and Roxas were running through the winding halls towards the Replica Lab, but as they ran they noticed something was different with the architecture the further they got.

"Does anyone feel like the halls are changing into something else?" Roxas asked as they ran.

"Yeah, it's stopped looking like a dreary old castle and is starting to look like…somewhere familiar." Axel said, glancing wearily at the walls as they passed. The walls were indeed changing. It was as if time was reversing itself and the long weathered walls of the castle were becoming cleaner and turning into a polished white. The outlines of the bricks were even beginning to fade away. Finally the entire halls were a pristine white with white flower like decorations against the walls. The torches that lit the halls had long since disappeared, the halls being lit by a source less light.

"Wait a minute! This looks like Castle Oblivion!" Namine exclaimed.

"Yeah, you're right!" Axel said as they rounded a corner and came to a halt. Before them was a pair of large doors like the ones that would appear in Castle Oblivion outside a new floor.

"I guess this is the Replica Lab." Roxas said as they summoned their weapons and began to walk slowly towards the doors. They quietly and cautiously pushed the doors open, their weapons raised in case of a surprise attack, but what they found behind the doors was astounding. Just beyond the doors were two rows of six large glass tubes full of a glowing white-green substance while on a platform near the back of the room was a thirteenth pod but this one was empty and there was a control panel nearby. Against the back wall was a wide array of lab equipment including, Test tubes, Bunsen burners, various chemicals of all kinds, and a large computer. Running up from the back of the computer and up the wall, onto the ceiling, and running all the way down to each of the thirteen tubes were an array of cables of unknown purpose. The three cautiously began making their way past the tubes and onto the platform but there was no sign that anyone was there.

"Man it's cold in here." Roxas mumbled, his breath making steam as he spoke.

"I wonder who could have done this." Namine said, looking at the equipment.

"I bet I know." Axel said as he stopped at the computer. He tapped a key on the keyboard, causing the once black screen to come to life, bringing up a file marked "Experiment No. xiii."

"What's this?" Roxas asked, curiously, as he and Namine approached the computer. The second Namine saw it, she gasped.

"I recognize this work! I know who's been doing this!" Namine exclaimed before Axel looked up for a second then quickly spun around, chakrams summoned, and hurled a Blaze in time to intercept a Blizzaga that was far more powerful than normal. Roxas and Namine spun around defensively. They each saw a hooded figure in the Organization XIII cloak and holding a very familiar shield.

"Well-well, it seems as if my experiments weren't enough to keep intruders from my lab!" the figure said, reaching for the hood and pulling it back to reveal…

"Vexen! I should've known it was you!" Roxas exclaimed, dropping into his battle stance. Vexen merely scowled.

"The Vexen you are referring to has long sense faded into Darkness, isn't that right, Axel?" Vexen asked as Axel smiled.

"I enjoyed the smell of mad scientist flambé until that point. You just kinda soured my whole opinion on the matter." Axel said, fanning his nose.

"But if you're here, then does that mean you're a Replica?!" Roxas asked as Vexen rolled his eyes.

"Yes! I am a Replica of the original Vexen, the one who started this experiment back in Castle Oblivion! He would have been pleased to know his work has continued since then and that I have been the one to continue it for him! However, the three of you played some part in this." Vexen said with a grin towards the three.

"Us? What did we do?" Roxas asked, confused.

"Whenever you battled the other Replicas of your former comrades from Organization XIII and defeated them, it gave me the opportunity to analyze where the flaws were in their design and correct them before the next one was deployed. But eventually, I finally found the perfect balance between their memories and the power they once wielded so that I could create the perfect Replica!" Vexen explained.

"Xion?" Namine asked but Vexen laughed in his usual creepy manner.

"Experiment number one? She's the real mystery. I created experiment number one, on Superior's orders…well, the Real Vexen did. As I created her, Superior ordered me to install a device that would, at regular intervals, download and transmit a copy of her memories to my lab in the Castle that Never Was. I didn't find out about that little package the original Vexen left for me until I went to create a new Xion to act as my lab assistant here. I created her from a copy of her original designs, but with the intention that she would have absolutely no memories of her time in the Organization, but the second she came alive, she suddenly had this flood of memories, for-lack-of-a-better-term, download into her! I imagine that the memories were written into her design and as a result, she recalled everything, even memories that weren't even hers!" Vexen explained.

"So, her memories are from the original Xion's except this Xion is virtually a backup copy?" Axel asked, angered at the notion, as Vexen grinned widely and insanely whilst nodding excitedly.

"YES! It was amazing! I'd've never expected that to happen in a million years! I had to see if the other backups worked and create Replicas of the other Organization XIII members, but before I could, Maleficent damaged the equipment, erasing all of the backups from my computer!" Vexen exclaimed in frustration.

"Wait! Other backups?!" Roxas exclaimed as he and Axel began exchanging worried glances.

"Of course! I chipped everyone in the Organization! Devices embedded within you that would, at regular intervals, download your memories as you slept or when it sensed you were fading into darkness, translating those memories into data and transmitting the data to my computer in the Castle that Never Was. But the second your respective betrayals became apparent, I remotely deactivated the devices in each of you and deleted all backups of your memory beyond a certain point." Vexen explained.

"So that explains why all the memories of the Replicas stop at a certain point!" Roxas said.

"And why yours and my Replicas were still loyal to the Organization." Axel added.

"But how are you here? I thought Nobodies couldn't dream." Roxas said.

"I was locked in Vexen's lab in the Castle that Never Was until after Axel returned, then I transported all of my research and equipment, back to Castle Oblivion for a while, researching in peace, until Superior recalled me nearly a year later and ordered me to use my research to begin organizing the collected hearts to form Kingdom Hearts. But then, in comes your Other, that brat with the Keyblade. I would have fled, but Maleficent found me first and whisked me away to the Dream Worlds, giving me a place to start anew in secret. She ordered me to recreate Organization XIII out of Replicas that were loyal to her and her alone. I've been here working on that ever since." Vexen explained.

"But something is bothering me about what you said a moment ago. If those devices recorded their memories to a certain point, what about Larxene's Replica? She remembered her plans for hers and Marluxia's betrayal quite clearly." Namine said.

"Some memories had to be…altered slightly to ensure complete loyalty. Larxene and Marluxia's Replicas were implanted with altered memories that made them believe they were only faking their intended betrayal on secret orders from Superior to convert the Keyblade Master to our side. When Axel pretended to be working under the same orders and then allowed the original Vexen to be killed by him, Superior ordered them to be executed for allowing the death of a fellow member. It was quite a brilliant work of fabrication if I do say so myself. It's also why all the Organization XIII members believe that they're the originals and why they are unquestioningly serving Maleficent. They believe that she was the one in charge of the Organization the entire time." Vexen explained.

"Namine, is he right about Larxene?" Roxas asked but Namine shrugged sheepishly.

"I'm not sure. I only took a fleeting glance at Larxene's memories when I encountered her. I was kinda preoccupied at the moment, after all." Namine said as Axel stepped up.

"Hold on Vexen, you said a moment ago that your computer was damaged by Maleficent. How did you manage to create those Replicas of us if the equipment was damaged?" Axel asked as Vexen groaned and rubbed his forehead.

"It took a long time, carefully reconstructing the data and then uploading them to the individual Replicas, was quite a challenge. I had to get the balance just right. Give them too much power and not enough memories, they become mindless killing machines that took a lot of time to, defragment, as it were. On the other hand, put in too many memories and not enough power and you've got their original selves but without the power to be very effective. I had to find the right balance and by the time you slew my Lexaeus Replica, I had found the correct balance so I could finish with the rest of the Organization members and begin my next experiment!" Vexen explained before turning towards the twelve tubes behind him.

"Too bad for you, we've eliminated all of your Replicas except Xion!" Roxas said. However, Vexen turned towards him slightly, looking over his shoulder with a grin.

"Oh did you now? Tell me, are all thirteen members of Organization XIII accounted for then…or is there one you left out." Vexen asked as the three widened their eyes in disbelief and horror at the realization.

"We've got to warn Sora and Riku!" Roxas exclaimed but Vexen laughed and snapped his fingers, causing the doors into the lab to slam shut and freeze over.

"That won't be possible I'm afraid! You're about to become my new test subjects for my latest experiment!" Vexen declared, raising his shield.

"Your experiment is over, Vexen! We're not going to let you go any further with it!" Roxas exclaimed as he and the others dropped into their battle stances. (Battle Music Cue: 13th Dilemma – KH2) Vexen merely grinned and pulled out a remote with a simple red button on it with his left hand. He pressed the button and instantly they heard the sound of machinery starting up behind him. They then saw the liquid in each of the twelve tubes begin to drain from the tubes, revealing twelve hooded figures that had been suspended within them. The figures instantly came alive as the tubes opened up and sank into the floor, leaving the figures on the floor and clearing the area of all equipment simultaneously. The figures then immediately charged up onto the platform and pulled back their hoods, revealing, much to Axel, Roxas, and Namine's surprise, twelve additional Replicas, all of them Replicas of Vexen.

"You and what…army?!" the first Vexen asked as the other Vexens summoned their shields. The three quickly scattered just in time for a sudden barrage of icicles to impact the equipment behind them, destroying the computer and Replica making equipment.

"Spread out and destroy them!" the First Vexen ordered as the Vexens broke off into three groups of four while the original remained on the platform, watching with a dark smile on his face. Roxas was able to nimbly dodge the attacks but the sheer numbers of the Vexen Replicas were giving him no chance to counterattack or make any offensive move short of blocking. Namine and Axel were in similar situations.

"Now you're just making me angry!" Axel exclaimed as he defended from numerous ice based attacks but there was nothing he could do but block. Namine wasn't even defending, simply dodging and weaving as she ran away from the four Vexen Replicas chasing her. Curiously enough she didn't seem to be running in fear, as a determined expression on her face attested. She glanced occasionally over her shoulder towards the Replicas and continued running until finally she saw what she was looking for, turned, and spun around to face the Replicas, revealing a fully charged Mega-Flare on the end of the Dream Rod.

"Mega-FLARE!" She exclaimed, launching the flair at the four Replicas, causing them to be blown in different directions, crashing into the walls and nearly crashing into the first Replica.

"WHAT?!" the first Vexen yelped, ducking just in time to avoid being hit by the airborne Replica.

"I didn't spend all that time in your labs working on bringing Replicas to life and not figure out your weakness!" Namine yelled to the first Vexen as it looked at each of the four scattered Replicas. They each were struggling to climb to their feet and were breathing heavily from exhaustion before they finally keeled over, dead from both exhaustion and their injuries.

"What?! NO! What did you do to them?!" Vexen yelled down to her angrily.

"You're a scientist not a soldier! You don't have the stamina as the others in the Organization did! All I had to do was run your Replicas around a little until they got exhausted and then hit them hard!" Namine yelled, hoping that Axel and Roxas would both hear. They heard her but unfortunately they were both pinned down and unable to act on her instructions or even respond. The first Vexen however snarled and raised his shields.

"Fine! I'll deal with you personally!" Vexen exclaimed as he leapt down onto the level where Namine was. Namine attempted to start running but a sudden wall of ice formed in front of her, blocking her. She turned and attempted to run in the opposite direction but again another wall of ice formed in her path, leaving her trapped between two ice walls, the back wall, and Vexen. She quickly attempted to charge a Mega-Flare but before she could move, Vexen threw a block of ice at the ground in front of her, freezing the ground right in front of her before a large blunt wedge of ice burst up from the frozen ground and pin her against the wall, causing her to cry out in pain, dropping the Dream Rod in the process. Vexen laughed at her as she struggled.

"I would have thought you would know better than to try that again after explaining it to me! They say that the definition of insanity is doing the same thing over and over again and expecting different results!" Vexen laughed as Namine struggled against the ice wedge but to no avail. She then tried to reach the Dream Rod but it was well beyond her reach. Vexen however reached down and picked it up in his free hand and examined it for a moment.

"An interesting item. I'd like to perform some experiments on it but unfortunately…" Vexen said to Namine before grinning while ice began forming around the rod. He then smashed the frozen rod in his hand, causing it to shatter into dozens of tiny pieces, stunning Namine.

"What will you do now, Witch? You've lost your weapon! I look forward to using you in my experiments." Vexen said with a dark grin, ice gradually beginning to cover Namine's body from the torso outward.

"No." Namine whispered in fear, ice beginning to cover her neck on the way to her head. She looked up towards the ceiling, hoping for a miracle. She then remembered something, something the Blue Fairy had mentioned to her when she received the Dream Rod.

"This magic wand will help you to focus your powers and use them more effectively little one. You will even learn to use new abilities with this wand but be careful not to grow too dependent on it, for its power all comes from you." The Blue Fairy had said. Namine narrowed her eyes, magic suddenly beginning to swirl around her right hand, startling Vexen.

"What's this?" He asked curiously and nervously as he backed away from her slightly. He then noticed the fragments of the Dream Rod were starting to lift up off the ground and fly towards her open right hand. In her hand was a swirling sphere of light that the pieces gathered in and the second the last piece reached the sphere, the sphere burst open in a flash of light, shattering the ice pinning her to the wall and surrounding her. When she looked down at her hand, she was taken completely by surprise. She expected the Dream Rod to have reformed itself but instead of the Dream Rod, it was a long white blade with a series of twisting and curling decorations along it, culminating in a single tooth with a similar pattern. The guard was similarly designed while the handle remained simple. The keychain was that of a heart but with the white twist and curl design. More importantly, it was a…

"A Keyblade!" Namine said in awe as he held the weapon up, marveling at it silently. She then happened to notice her right arm. Instead of the outfit that the Blue Fairy had given her, she was now wearing a solid white variation of the Organization XIII cloak, complete with white gloves, and white heeled boots like Larxene and Xion's.

"W-what?!" She exclaimed in amazement. Vexen however was stunned, his mind completely blown.

"H-h-how?!" Vexen asked, bringing Namine out of her awe induced trance and earning him an angry expression from the young Nobody. She quickly dropped into Sora's fighting stance and charged towards him. Vexen, caught off guard, scrambled to bring his shield around in time and just barely made it in time.

"How did you do that?!" Vexen asked in disbelief but Namine didn't answer, instead she started wailing on his shield with her Keyblade. She then spun with an upward swing and knocked Vexen into the air long enough for her to turn towards Axel and instantly fire off a Mega-Flare without even having to charge it, knocking the four Vexen Replicas away from him long enough to deliver killing blows to three and then, with a snap of his fingers, immolate the fourth.

"Axel! Help Roxas!" Namine shouted. Axel grinned and nodded before running towards Roxas. Namine however turned back to Vexen who had landed on his back and was just starting to climb to his feet, still trying to figure out the sudden appearance of Namine's Keyblade.

"HOW DID YOU DO THAT?!" Vexen yelled again as he stabbed the sharp end of the shield into the ground, causing ice needles to start heading towards Namine who scrambled to get clear but stumbled with her heeled boots and fell to the floor. She would have been skewered on the ice needles were it not for the timely landing of one of Axel's chakrams, landing in the path of the needles, stopping their advance. Axel at the same time had stabbed one of the Replicas in the back with his other Chakram, allowing Roxas to leap up and come back down on two of them with both Keyblades. The fourth was about to attack Roxas in the back but Axel intercepted, blocking the blow and allowing Roxas to cut through the helpless Replica. Namine was quickly climbing to her feet as Axel and Roxas joined up with her.

"You're finished Vexen! Your Replicas are done for!" Roxas said but Vexen quickly flashed an insane grin.

"Are THEY?!" He asked as his shield suddenly started glowing with a blue light, the shields of the other Vexen replicas glowing similarly before, much to the others shock and horror, all twelve of the Vexen Replicas started climbing to their feet, alive and fully healed.

"As long as there's at least one of me, the others will ALWAYS return!" Vexen laughed as the Replicas quickly surrounded the three.

"Alright, that's it Vexen! I've had enough playing around!" Axel said as his chakrams started spinning around him vertically near his feet.

"Axel, not your suicide attack!" Roxas yelped but Axel grinned towards him.

"What and give Vexen the satisfaction of knowing I'm going down with him? Get real! I've been saving this move for if we ever encountered Vexen! Oh and you might want to shield yourselves because I'm BRINGIN' DOWN THE HELLFIRE!" Axel yelled as he started hovering in the air, flames beginning to swirl around him. Roxas and Namine quickly used their powers and threw up a Reflega around them, keeping it raised as the Vexen Replicas started to converge on them, Axel quickly pulling himself into the fetal position in midair in preparation to unleash his ultimate attack. He then looked up at the first Vexen Replica with a grin, the blue tear drops tattoos on his face suddenly glowing with small flames coming from them. He suddenly threw his arms and legs out with a roar causing the flames around him to suddenly explode outward, covering the entire floor of the room in tall flames, the screams of the Vexen Replicas being heard as they burned to death and the sound of the research equipment exploding and breaking due to the intense heat. (End Music)

Axel then landed in the midst of the flames and turned towards Roxas and Namine still inside the Reflega. With the snap of his fingers, Axel commanded the flames to quickly die down to nothing, revealing the once pristine lab now reduced to walls covered in black ash and soot, with none of the white showing, and virtually nothing recognizable of the lab set up. The Reflega shield then vanished, Roxas and Namine remaining unharmed.

"Whoa." Roxas said as he looked around in amazement.

"Pretty sweet huh?" Axel asked as he allowed himself to fall onto his rear while catching his breath.

"Are you alright?" Namine asked, Axel nodding in response.

"Yeah, I'm alright. Just a bit winded is all. I put all of my energy into that attack. Don't worry; I didn't put my being into it. I'm not fading away." Axel replied.

"So that puts an end to Vexen's experiments, huh?" Roxas asked.

"Geez I hope so. I dunno if I can pull that move off a second time without fading away afterwards." Axel said as he started climbing to his feet, staggering a bit but remaining on his feet.

"But Namine?! a Keyblade?! Really?!" Roxas exclaimed with an excited smile as Namine blushed and looked at the Keyblade.

"I…I didn't even know I had it." Namine said as Axel crossed his arms over his chest.

"Kairi has one. It seems only fair for her Nobody to have one too, right Roxas?" Axel asked as Roxas smiled and nodded.

"Yeah. Welcome to the club, Namine." Roxas said with a chuckle. Namine blushed and turned away bashfully.

"Alright, enough of the sappy stuff. We've gotta catch up with Sora and Riku!" Axel said as the other two widened their eyes in realization before turning towards the door. The ice that had once been blocking it had been melted away and the doors themselves had been blown off their hinges and were lying flat on the ground a few feet away from the doorway.

"Come on, let's go!" Roxas shouted as they ran for the doors, praying they could make it in time.


End Chapter 29.

Next up, Sora and Riku encounter a foe they thought was long gone.

A/N: For a good visual reference for Namine's Keyblade, look up Monty Oum on DeviantArt, go to his gallery, and look in the folder marked "Movie Developments." Scroll down the page and you'll find images of a Keyblade called Lunar Eclipse. That is the Keyblade I'm envisioning for Namine.

I selected that Keyblade because, A: it fits Namine so perfectly, and B: it's freakin' Monty Oum!

If you don't know who Monty Oum is, I've got two words for you…

"Dead Fantasy."

Now if you don't know what Dead Fantasy is, then take a quick side trip to YouTube and take a gander. You will not be disappointed.