Hearts and Monsters

Riku sat down on the captain's personal couch as he looked out the window, face paler than normal. He hadn't eaten in a while his mind deep in thought. Fiddling his hands, a slight tinge came across him as the ship continued to venture the corridors of darkness, letting his mind wander, thinking of what happened back on Monstro, contemplating that maybe just maybe he could have handled things better. Then Sora would have been with him now instead of galavanting with those two idiots Donald and Goofy. Just the thought wanted him to break something, mostly Sora's head, rubbing his forehead he was amazed to hear that his ex-best friend was still alive. With Maleficent speaking of her plans coming to fruition that fact that anyone was still fighting amazed him.

But it was just not to be unfortunately for him.

Right now though, Riku was alone, spending the last few weeks onboard the main cabin of the Jolly Roger as it traversed the corridors of darkness. The only sound was that of piano playing in the background, humming a distinct melody. As he sat there, he missed having someone to talk too. Yet when he thought of Sora's smiling face, all he wanted to do was punch it right in the nose, only then for a feeling emptiness to come inside. It all hurt, so much of it hurt.

To say the journey was a pleasure cruise would have been understatement. While he didn't have to work or do any of the heavy lifting, Maleficent ensured his would be a journey of comfort. He still felt a bit queasy as he saw the swirling vortex around him as they traveled to a world known only as ...Neverland, apparently it was an island.

Already the sound of it filled him with scorn.

Another island, another prison surrounded by water, it was the last place he wanted to go, yet it meant finding Kairi. He could feel his heart rise a bit, at least he would have someone familiar by his side. Then he thought of Sora and how easily he betrayed him, could Kairi do the same? Quickly, Riku pushed those thoughts aside, he would deal with that later. If nothing else, he would show just how darkness was able to accomplish what Sora and his Keyblade had failed to do. That thought alone gave him satisfaction.

"Something the matter boy?" Captain Hook asked as he looked up from his desk, taking a moment to take a puff from his pipe. "You seem paler than usual., don't you come from an island? You think the sun would be beaming on you constantly."

"None of your business!" Riku sneered. "I hate the sun anyway."

The aged Pirate had been in the room with him on and off for most of the journey. He was a rotten no good sneak snook. Constantly blathering on and on about his hatred for the island they were hated too and some arch enemy known as Peter Pan. Riku ignored his tirades most of the time, focusing instead on his own problems.

Only when Maleficent or his ghostly friend arrived would they listen to him, they were the only ones who listened to him, even understood him. Maleficent's other servants were all either self-serving or completely moronic. If anything Riku had been Maleficent's most competent ally, and he knew it.

The Captain shrugged. "Not talkative, I see. Let me guess, afraid of your lady friend? Or perhaps scared of the Key-brat? Still can't believe you had the guts to betray them. Weren't they part of your childhood or something?"

"I can take Sora on any time!" Riku yelled getting summoning his sword. "Anytime, anywhere-just watch me! I'll crush him."

Even as he said it part of him still felt a sense of hesitation. Something was holding him back, anger consumed him thinking of Sora but again that strange pain.

"Of course you can." Hook snickered taking a swig of rum. "But as Maleficent said, the girl's heart was taken by the Heartless and…."

Suddenly the door opened as Oogie Boogie arrived his saggy bag body dragging itself into the cabin. "Am I home yet?!"

Riku sneered, Oogie Boogie, a bag of bugs, a shadow in the moon at night filling childrens dream to the brim with fright. He apparently wanted to be the scariest monster in all the world's, frightening kids and sending them nightmare using bugs. Part of Riku wanted him to haunt Sora's dreams but thought perhaps that would be too cruel, for now. He now hated his friend, but even he had some standards, in his own head. Either way, he had accompanied them along with Hades and Ursula as Maleficent sent them to their own worlds to spread the Heartless's influence, though Oogie had become increasingly impatient as time went on.

"We are almost there Oogie, traversing the corridors of darkness isn't as easy as traversing the seas, it takes a certain amount of tact. One this luck pirate captain has plenty of." Hook moaned rubbing his forehead with his only hand. "How did I get stuck being a passenger service?"

"Because traversing the realm of darkness on one's lonesome is hard work….And I'm a busy man!" Oogie cackled, his eyes turning to Riku. "What's eating you kid? Lose all your betting money?"

"He's just upset because his lady friend's Heart was stolen." Hook snickered.

Oogie replied. "Hey, at least she has a heart! I'm a sack of bugs, can't even control the Heartless."

Riku raised an eyebrow. "Then why are you even here?"

"I have the power of scares and nightmares!" Oogie said looking indigent. "But if I can have a heart….I'll be able to control the Heartless."

"Pfft, like that will happen." Riku muttered.

"Careful kid, I am the Boogie man! I know how you used to tell your friend stories about me when you were youngers."

Riku mood darkened. "He was always scared."

Memories began to wash over him on how Sora would run to his mom just at the slightest spoke. Or how he would have night terrors when they were younger during sleepovers, the screaming waking him up when he was in the middle of a good dream. In fact, the more he thought about the more he wondered just why he tolerated being around Sora's so long.

"I know-" Oogie Boogie said looking out in the stars. "Your pal Sora might think he's got some bravery but I know it's false. That Keyblade is what's giving him the boost, trust me kid, if you got your hands on that Key-all his bravery and bravado will go down the toilet."

"I'll keep that in mind."

Oogie shrugged and walked off as Riku continued to think, hoping he'd be able to explain himself to Kairi, and to himself what he was doing.

-000-

"Woo! This place is amazing!" Sora said as he looked upon the new surroundings. "I've never -actually know I have seen places like this, but more fake."

After a few days of traveling, the Gummi Ship once again landed in a world that was visited by the King. The trio hoped to once again find another Gummi, and perhaps gain more clues as to where they could find more clues as to the missing monarchs location. Yet this place was far different then the other worlds they had visited in the interlude.

The world they had arrived to was macabre, decayed looking, almost...haunting. All the walls had cobwebs or gargoyles on them. The buildings were made of black marble and the people were literal monsters. It smelled of rot and decay, yet unlike the darkness of the Heartless, this sort of smell felt-natural, like this place was meant to be scary.

"Halloween Town." Goofy read the sign plastered on the main gate near the town.

"This is so cool, Halloween all the time!" Sora said sounding excited as he marveled at the architecture around him.

"Halloween is your favorite holiday?" Goofy asked curiously.

Sora smirked "Second only to Christmas."

Up above they saw a flock of witches fly by cackling madly as they flew over the moon at night. Donald and Goofy shivered in there boots but Sora just looked ecstatic, enjoying a good scare every now and then. At least one that wasn't meant to kill him.

"Gawrsh...Spooky." Goofy said getting a bit nervous. "Hope the people are friendly here."

"We stick out like a sore thumb." Sora said noticing his and his companions appearance compared to everyone else. "I mean not that I'm scared or anything like that."

Donald shook his head. "Don't worry, we can blend in. Watch!" Holding out his staff he waved it around, surrounding all three of them in a vast of magical aura transforming all three of them.

Sora turned to find a nearby mirror that was hanging randomly on one of the stone walls to look at his reflection. Gone was a normal boy, and instead was some sort of vampire. His skin was pale now, and a fang was portroding from his mouth. The left side of his face was covered by some sort of pumpkin mask, and he wore all black with the exception of sharp white gloves. He was basically a full on vampire, although still his brown spiky hair and blue eyes. Back home there were stories of vampires but most of them were about teenage heartthrobs that the girls and some guys wanted to marry. Riku had thankfully showed him the stories of the true vampires, the blood slaying beasts who lived in the castles and wanted to suck people's blood. They were known as the deadliest of all monsters. Seemed appropriate for the young Keyblade Master.

As for Donald and Goofy, they too were transformed, Goofy into a frankenstein monster and Donald into a mummy. Both creatures Sora remembered reading books about in his youth, both creatures used to terrify him, that he would have to have his mother sooth him to sleep when he was younger or keep a protective blanket nearby. Being a monster, however, felt almost liberating. With all three of them monsters, it would be easier to roam around the town unnoticed; something much needed after Agrabah. In fact, Sora wondered if they really should have blended in better with the other worlds they visited. They were, after all, outsiders.

"So, where to first?" Sora looked around the tiny town trying to find the best place to start. From the large water fountain in the town plaza to to the giant dome tower at the edge, it was hard to tell where to begin in this strange town. All the buildings were oddly shaped and the monsters, while probably friendly, did seem a bit intimidating to approach, examples being the unicycle monster clown, and the werewolf walking across the street together mid conversation.

Donald took out his Gummi Tracker to see if he could spot a signal. "Well….Nothing really, but I got a bad signal." He said as he fiddled with the knobs, getting a faint single but only just.

"Let's just ask around." Sora said looking at the townsfolk, having second thoughts at all of the ones who had sharp teeth. "Eh…..Well…."

"I mean, that doesn't mean they aren't friendly because they are spooky." Goofy said.

"I guess…." Sora said, as he slowly approached a nearby what looked like Witch. "E-Excuse me ma'am, where are we?"

The Witch looked a bit confused and eyed him carefully. "Out of town vampires? Must be a family reunion, welcome to Halloween Town."

"Halloween Town?" Sora muttered as he looked around. "So this is a Halloween world? Cool!"

"Gawrsh, getting better at waking up to people?" Goofy said.

Sora shrugged. "What can I say experience makes things less scary."

Upon closer inspection he was starting to notice a pattern. The place did have a look as if it was Halloween all the time. That brought back interesting memories from the past. When Sora was younger Halloween was honestly his favorite and least favorite time of the year. While he loved the candy and the costumes were the fun part, it was when people tried to prank and scare him that he wasn't always a fan of, especially since back when he was little Sora was known to be scared easily. Riku being his greatest tormentor.

"You know...Thinking about it….Riku never was THAT great a friend." Sora grimace thinking back. "No-no-don't think like that...block it out of your mind Sora, block it out of your mind."

Then suddenly memories of Riku, Sora and Kairi coming back from a long hall of trick and treating came flooding back in. They would eat candy for hours and get sick. He remembered getting into a few candy coma's, friends by his side. Holding onto his stomach in pain. But those memories were always worth it. Because as long as he was in pain with his friends, then the pain didn't seem so bad.

Sora quickly waved away the thoughts away, instead wishing to focus on the mission at hand. Thus they went to person to person asking around for any sight of a King. The only they got was someone known as "Jack" the Pumpkin King.

"What kind of title is that?" Donald asked himself as he passed another group of monsters.

Sora sighed. "I don't know, sounds strange." Slowly a sly smile came across his face. "But I kinda like it"

"Well, maybe he'll know were OUR king is?" Goofy suggested.

Sora gave a long pause to think it over. "Okay, but where do we find him?"

In the distance a loud voice echoed as it began to make the announcement. "And now here comes Jack the Pumpkin King and the Dancing Heartless!"

"Dancing Heartless?!" Sora turned around almost giggling at the idea.

Around the town fountain Sora saw them, ghost like Heartless surrounding the area, zooming around the place. Around them was a tiny pudgy man with large top hat and bizzare smiling face. At first Sora thought he was about to go into battle, until he realized the strangest thing. None of the Heartless were attacking anyone. In fact, everyone in the area seemed rather calm with their presence. The man surrounded by them was particularly calm. Suddenly from the fountain, water began to bubble as a skeleton head rose up followed by the rest of the body, until it was standing tall and brave, creating a dramatic pose.

"Um….What's going on?" Sora whispered to Goofy who shrugged. "This is kinda weird, Heartless don't normally just stand there."

"Maybe they control them like Maleficent does?" Donald suggested.

Sora thought about it but they didn't seem malevolent at all, in fact they seemed quite dead inside. But none of it made any sense! Wouldn't they normally be attacking people? He watched from afar as the Skeleton man exited the fountain and waved to a few passers by, the pudgy looking one running up to him applauding the loudest. The Heartless just zooming around, almost in dancing formation again and again until they all gave a unison bow.

"Bravo, Jack! Bravo!"A tiny man with two distinct faces in front and back ran up with a tall pointy hat.

"Thank you, mayor, thank you. But they still aren't scary enough., they are missing something a certain...Umph, that will really strike bone chilling terror!"

The Mayor looked at the Heartless his head turning around so that it was now pale white and a frown. "But they seem scary enough a it is, they are probably the scariest citizens we have!"

"Still, it doesn't feel right. I want to strike bone chilling terror! It's the only way I'll know that this entire plan is worth it. I think I'll consult Doctor Finkelstein, he'll know what to do!" Jack waved the Mayor goodbye as he headed off.

Sora, Donald and Goofy still stood there watching as the skeleton man began to walk off towards a tall tower with a large telescope at the top. The Heartless again just standing there not doing anything. The monsters and other dwellers passed them by without even a moment's notice. No one seemed bothered at all, it was if they were a natural part of this world.

"Inspire bone chilling terror?" Goofy said looking worried. "That doesn't seem good."

"I say let's follow them." Sora muttered, running off before he got a answer.

Donald sighed starting to realize there adventures having a certain formula to them. "Here we go again."

-000-

Tinker, Tinker, Tinker.

That's all Doctor Finkelstein did in lab, alone, just the sound of the machinery that surrounded him, and the pipes that went through the house. His only other true companion was his hunched back assistant Igor but he was never much for conversation to start with. Yet in his wheelchair, the scientist was hovering from one end of the room to the other, hoping to perfect his latest invention. It was going to be his grandest experiment yet!

Doctor Finkelstein was the local mad scientist of the town, always coming up with new ways to scare the kids of the worlds to make a better Halloween. Being stricken to a wheelchair didn't stop his big brain from coming up with the most insane and marvelous of ideas. With one work bench at the end of the room covered in supplies and a large work table in the center to begin the experiments. Thankfully, the Doctor was still able to maneuver through the mess that was his laboratory he did have difficulty at times. Though at least he had Igor to help.

"Master." Igor groaned as he carried a box of supplies inside. "Master, Igor has, Igor has."

"Good work Igor, put it with the others." Finkelstein ordered. "This is going to make my Heartless project ten times more efficient than before, I just know it!"

Suddenly the Doctor's attention was soon diverted as the door to his laboratory open. Jack Skellington had arrived.

"Ah Jack, welcome! How did the performance go?" He asked, holding a notepad at the ready.

"Very well, but they still lack a certain something."

"I see…" The scientist jotted something down. "What do you think that something is?"

"I'm not sure. And I wish I knew, this something could make this Halloween the best one we've ever had. Perhaps the greatest for a thousand generations!"

"That is ambitious Jack. Though I wouldn't get ahead of myself just now."

KNOCK KNOCK KNOCK

Both Jack and Doctor Finkelstein turned around as they saw Sora slowly pop his head looking, knocking the metal door before entering the room seeming very uneasy for bothering them when they were not announced. Donald and Goofy followed behind him both looking a bit nervous as they arrived as well. They were quite taken aback by the labs dreary and mechanical aura. All the life and fantasy that was the rest of the town has been sucked out replaced instead by cold hearted science.

"Hello?" Sora said poking his head through the door and giving a slight tap on the door. "Anyone here?"

Jack and Finkelstein both looked surprised as they saw the young boy and his companions enter. It was a good thing they were in disguise otherwise there would be more questions than need be.

"Who are you?" Finkenstein growled.

Sora seemed taken aback. "Oh-Sorry….I'll just-"

"Oh hello there, are you new to town?" Jack Skeleton spoke first startling the trio easing the tension. "Never seen you before."

Sora blushed and began to relax feeling less nervous. "Oh, my name is Sora, this is Donald and Goofy."

"Yes, yes, that's great and all but why are you here?!" Doctor Finkelstein asked angrily wheeling up towards them. "Most people don't come here without a reason...And I'm not selling potions today if that's what you after."

"Oh yes, that-no we don't want potions-" Sora coughed his mind trying to think of a good excuse. "Well we heard you are working with Heartless, and you see we are kind of the Heartless experts around here."

"Heartless experts?" Jack thought. "Well I didn't know the town had Heartless, they just came to town recently."

"How recently?" Sora asked, wanting a time, the more he knew perhaps he could get a better understand of the Heartless.

"Mmm...Few months ago?" Jack said. "Never seen them till then."

"Well uh, they had a big population growth." Sora made up. "But they've been around for a while, and we've been studying them."

Jack nodded. "Okay, that makes sense. Well anyway, I managed to come across one and give it to Doctor Finkelstein and thus make it the guidance system."

"I'm sure you know this, but the Heartless have a bit of a hive mind, they are all linked to one another, they feel each other thoughts and instincts." Doctor Finkelstein noted as he began to hover near his guidance system. "Having one allowed to me to control the others...At least within the town."

"Can you spread the control?" Sora asked, realizing this scenario was very familiar and not in a good way.

Doctor Finlinkstein shrugged. "Maybe, but right now I need to get their movements better for the dance routine."

"Dance routine?"

"Yes." Jack responded looked excited to share. "We are going to have the Heartless dance with me during the great Halloween Celebration. It's a big surprise, and it's probably going to be the scariest thing I've come up with yet."

Sora took a moment and snickered, the idea of Heartless singing and dancing would be too great not to pass up. "Well then-How can we help?"

"We need to find certain ingredients, it will allow me to make the most authentic heart I possibly can." Doctor Finklestein explained as he took out a large metal object wrapped within it, a horrid looking stitched up thing.

Sora looked dumbfounded. "A heart?"

"Yes, I made it myself! Impressive, no?"

"I-I didn't know you could make a heart." Sora looked at it carefully. "Can you put it anyone?"

"I suppose you could my lad-I suppose you could. Now all we need is a few ingredients and will have our heart."

-000-

Graveyards are scary, this is a fact.

So Donald and Goofy were surprised that Sora seemed quite interested by the graveyard. From the outset it looked spooky, horrifying with all the tombstoned aligned against dead looking gardens and a dark red moonlit sky cobwebs scattered all over. Yet Sora didn't even flinch when Jack opened the squeaky black iron gates, he didn't flinch at the tombstones that surrounded him, he didn't even screech when he saw a bony hand stick up. It was if he was if he was complete and utterly calm, almost at ease. This was a surprise to Donald and Goofy who were shaking in there metaphoric boots as they went deeper into the haunted looking place.

"Gee Sora, isn't this place kinda scary?" Goofy whispered as he followed behind him and Jack. "Thought you'd be a bit more freaked out by it."

"I don't wanna go." Donald muttered.

Sora shook his head. "No, not really."

"Really?" Jack said looking surprised. "Not even a fickle of bone chilling terror and fear, despair, just a little sense of the heebie jeebies?"

"Nope-I've been to graveyards plenty of time."

Jack shrugged and began to casually looking around the graveyard searching for Sally.

Now the reason for Sora's calmness was simple if you knew him, for most of the early part of his childhood Sora went to the cemetery, to visit the gravesite of his father. Once a week every week for 7 years, he would place a single flower on the grave and talk. Mostly about guy stuff, but also about things he didn't understand, things he wanted to explore to see. Things he didn't even want his mother to know. So over time he became used to the graveyard and all that would seem scary and spooky to others was familiar to him, and once something become familiar to him, it was no longer scary.

As he looked on the ground, Sora found a wilted flower and picked it.

While everyone was looking for Sally, he found a unnamed grave and gently put the pedal down next to it and leaned down.

"Hey dad." He muttered, knowing full well that he wasn't there but he could sense a presence

"Who's he talking too?" Donald whispered.

"His dad." Goofy said understanding full well what was happening..

Donald looked confused. "Where?"

"It's a spiritual thing, Donald."

"Oh, I still don't get it."

Sora chuckled. "It's okay, nobody did. Tidus used to make fun of me for talking to ghosts. But I knew he was listening."

In his mind when the heart left the body, one could talk to their loved ones anywhere though a gravesite was nice place to do it. It had a comforting place to talk in solitude without others around, although this day was the exception.

"Excuse me?" A soft lady's voice spoke. "Who are you?"

Sora jumped back and landed on his back. From behind the graveyard a female looking head emerged stitched together to the rest of the body that was covered in patched rags. Brown hair flowed behind her head, and her eyes were wide and innocent looking. Though the more Sora thought about it the more he thought of those raggedy dolls Kairi used to play with when she was younger and that Riku thought was groose.

"Ah, Sally!" Jack beamed adjusting his bat bowtie. "I'm so glad you're here. We are looking for your memory?"

"My memory?"

"Her memory?" Sora repeated sounding confused.

"Yes…." Jack asked not even looking remotely worried. "It's a special little twig, bound together by the memories of others?"

Sora was confused, were they going to pick out her brain. The very thought made his stomach queasy. Yet Sally answered his question quickly but picking up another wilted flower and handing it to Jack.

"Is that...Memory?" Sora asked looking at the plant.

Sally nodded. "Yes, a Forget-Me-Not. It helps us remember important things. Dates, people, the things we love, Jack show him."

"Okay." Jack handed Sora the Forget-Me-Not. "Gaze into it for a moment, memories are probably some of the most valuable things. Though they might be a part of the mind, they are also key to the functioning of a heart and all the friends, loved ones and even dare I say on a dark front enemies we make."

Sora gazed upon the twig for a moment unsure what to make of it. It was so small and tiny in his gloved hand. Yet something about it enticed him greatly. He gazed closer, and closer until he realized that the twigs branches were growing, until ...they turned into a tropical tree, like the one's back home, Pampu fruit grew on each branch.

"Woah!" Sora shook and the tree vanished returning to a twig seeing out of the corner of his eye three familiar children running around with one another. "Kairi. Riku."

Jack took it back. "Yep, this memory will help the Heart form. After all hearts and memories are very much intertwined."

"Fascinating..." Sora said.

"Wonder if it would show an image of my son Max." Goofy replied, sighing thinking of his own memories with his beloved son.

"Or Daisy." Donald thought, sighing.

"Jack, are you sure this is a good idea?" Sally replied with a look of worried expression. "These Heartless don't seem trustworthy, maybe even dangerous."

"They are." Sora replied confirming Sally's fears. "I've fought them before, they go to worlds and steal people's hearts to make more of them."

Jack seemed unfazed. "Well they don't seem that bad, they haven't done any of what you said so far. Beside Doctor Finkelstein's Heart will make them perfect for our show, now all we need is fear and we'll be on our way!"

"Fear?" Sally said shaking his head. "I'm afraid I don't have it, Jack."

Jack frowned and began to pace.

Sora wondered exactly how all these ingredients worked in harmony with one another. He supposed that the heart was a mix of emotions. Memories of the ones we loved, fear of what we lost….Strangely saying all this made him think of his dream back on the island. How the images of his friends asked him what was important to him and what he feared to lose. The more he thought about this, the more it did make sense that memory, while part of the brain, also played an important role in one person's heart and the experiences that would come through them. Emotion itself seemed to be an important aspect of all this.

"Excuse me?" Sally said causing Sora to jump back looking embarrassed. "I don't think I ever got your name with Jack being, well, Jack."

"Oh, right!" Sora blushed. "I'm Sora, nice to meet you."

"Likewise."

Sora scratched the back of his neck. "So you seem to know Jack pretty well, he seems really excited about getting the Heartless to dance with one another and what not. Seems like a really spooky Halloween, huh?"

"Yeah-" Sally sighed looking sad. "Jack tends to get very obsessed when he puts his heart into it. But that's why he's the Pumpkin king, sure he gets a little over the top, but he has so much love for putting the fun and thrill into the holiday."

"It's still kinda weird to think frightening people is a good thing." Sora asked.

Sally shook his head. "No, it's more like giving those a certain thrill, a bit of jump into their lives, not in a mean spirited way but more-"

"Of course!" Jack interrupted before Sally could finish her point, he looked thrilled however as the realization came to him. "Oogie Boogie has fear!"

"Oogie?!" Sally looked dumbstruck a bit of fear now showing on her right now. "Jack, this is Oogie Boogie we are talking about, he's not going to give it to you!"

"Wait, wait, wait pause!" Sora interjected now. "Who's Oogie Boogie, you mean like the Boogeyman?"

Riku had told Sora stories about the boogeyman, how he would sneak into his room at night, hiding under his bed, and try every night to eat him. Sora remembered when he was younger how he would hide under his blanket in the dark keeping to his bed tight as he stayed up for hours trying to get to sleep. It got so bad that Sora's mother would have to comfort him and even rest with him until he felt secure enough to have a full night sleep.

"Well yes…." Jack explained.

"He's also a big troublemaker." Sally added. "Oogie Boogie been Jack's rival for years, he always wanted to make causing spooks to be more like a personal tournament. That's not what the spirit of Halloween has ever been about! So Jack had to banish him from the town, he lives in the outskirts, though he still manages to cause trouble. Jack, you know he won't be happy to see you."

"Oh, I'm sure he's gotten over the whole banishment thing." Jack brushed aside. "Besides, I said he could come back when he behaved himself."

"Which he hasn't." Sally reminded him.

Jack sighed. "True, well maybe time has allowed him to cool off. Honestly I haven't seen him for most of the last few years. So that must be a positive sign, right?"

Sora seemed hesitant not sure if he liked just where this path was heading them, sounded like the start of trouble.. " Maybe getting fear from him isn't a bad idea?"

"Hmm…" Jack bit his finger. "Oogie isn't the most negotiable person in the world, to be sure, but perhaps he could be reasoned with. Hmm, I got it! We'll challenge him to a game."

"A game?" Sora asked, liking the sound of that.

"Yes, Oogie is a gambling man, he's addicted to it, we can challenge him to a wager for his fear."

"And if you lose?" Sora pointed out.

"Well, we'll cross that bridge when we get there. We'll probably save Oogie for last then, we still have a bit more to do."

Sora had a feeling that this was a dumb plan, but Jack seemed determined to go. "Well then, let's get going."

-000-

The Boogie Manor, the most dangerous place in all of Halloweentown. It was hear that the bag of bugs Oogie Boogie, the Boogie man to all those who dared oppose him lived, gambled and relished in all sorts of sin. Singing with glee, the Oogie Boogie danced in his own joy from another round of conquering with the Heartless. The bugs in his sack giggling inside him there slimb and mucus filling him up and making him fat, after returning. Yet he didn't care, he got a thrill in spreading the fear throughout the worlds, seeing the panic and fear in the eyes of the innocent. Watching as they got sucked up by the shadow only to become Heartless themselves. For fear was one of the greatest way to succumb a Heart to darkness.

"Woah!"

"Oooh!"

"Woah!"

"Ooh!

"Woah! I'm the Oogie Boogie man!"

Oogie Boogie danced to his own groove as he arrived back at his tree home. His gambler's paradise. His house of bugs. His casino of terror. Now that the Jolly Roger dropped him off, he was free to continue his work back home. Preparing to haunt the nightmare of all the children of the worlds, and better yet, get the jump on Jack the Pumpkin King but right now, he just wanted to roll the dice and place a few bets. Gambling was his one true love after all, if a bag of bugs could even love that is.

"Now, let's see here." Oogie took a pair of dice into his stubble and threw landing a twelve. "Whoo! Oh yeah! Twenty bugs a bettin!" Oogie cackled madly as the dice rolled through a pair of skeleton eyes.

His whole house was a complete casino of pain, gun slot machines, knife tossers, a wheel of tortures, anything and everything horrible and painful could be found here.

The bag of bugs was about to roll another pair, when the doors to his gambling room burst open, the pitter patter of little feet coming towards him. Looking behind him, Oogie saw three tiny children, each wearing a costume approach him, and give a salute.

"Lock!"

"Shock!"

"Barrel!"

"Reporting for duty!" They finished in unison

Oogie laughed causing the three to stand at attention. "Well now, boys and girl. What do I owe the pleasure of my little mischief makers? Tell me what's going on through the web vine."

"It's Jack, he might have found a way to make a heart to put in a Heartless." Shock said, adjusting her witch's hat. "And they're coming this way to take your fear."

"A heart? That bonehead Jack is really making a heart? Well I be jiggered, that works for me!"

"How so?" Barrel asked, looking confused.

Oogie Boogie was always looking at some way to get the best of Jack, hating him for being called the so called Pumpkin King. He was the scariest creature of all Halloween Town, it should be him who should be the one who could be the shadow of the moon at night, filling childrens dream to the brim with fright! He was the Boogeyman after all, such fear was useful for corrupting the hearts of those and turning them to darkness for Maleficent's growing army.

"Maleficent's new favorite is dealing with a bit of a heartless problem of his own" Oogie said thinking of Riku earlier and how he pouted over the loss of his so called friend. "….If I can give it to him, then I'll be in old Mal's good if not, well...Then I still can get myself a heart and control the Heartless! Ahahahahaha!"

-000-

"Let's see..." Jack said as he scratched his head, "The ingredients of the heart we have so far are: pulse, emotion, terror, hope and despair, and now memory."

"All we need now is fear right?" Sora asked.

"That and Surprise." Jack replied, "We should head back to the mayor, he should have some." The group walked throughout the graveyard until they found a small grave in the shape of a dog house; Jack lowered his hand towards his leg and slapped it. What came soon was a small ghost in the form of a dog. Sora and company were in shock at what had just happened until Jack began to speak to the specter, "Zero, do you know where the Mayor may be?"

The dog barked as it flew towards a gate leading to another segment of the graveyard.

"Good boy!" Jack exclaimed, "Come on fellas, Zero will lead the way."

"So now we're taking orders from a dog?" Donald asked in a combination of confusion and annoyance.

"It's not like this is the weirdest thing we've done." Sora replied as he and Goofy followed the lanky skeleton. "Though I am more of a cat person."

Zero swirled around and barked alerting the group to where the Mayor was, "Just the man we were looking for!" Jack exclaimed.

"Jack, what brings you here?" The mayor asked.

"We're trying to give the Heartless hearts, but we need 'Surprise' before we get fear." Jack replied as he waved towards Sora and the others.

"Well you are in luck!" The mayor replied, "I was just consulting some of the ghosts for a special surprise to go along with the decorations, but I can't remember which one said they had it."

"We can look." Sora said with enthusiasm.

"Great, just know they are hiding behind the tombstones, but they scare easily, so be cautious."

Sora nodded as he krept up slowly towards one of the tombstone to catch the ghost; luckily the ghost he did catch enjoyed the little spook and left the special surprise: a Jack-In-The-Box.

"Got it!" Sora exclaimed as he held the toy high into the air.

"Great, now let's get these to the doctor, and then we'll find Oogie." Jack responded as he took the toy into his hand

-000-

The trip back to Doctor Frankenstein laboratory was a quick one. Sora questioned though whether partaking in this construction of a heart was a good idea or not. Something about it didn't quite sit well with him and although he did not see any malevolent intent within Jack or the Doctor, he still felt uneasy about the whole situation.

As they climbed up the stairs to the lab Sora looked up Jack who seemed excited and spoke, his voice echoing along the hall. "Jack, why do you want to build a heart so bad?"

"To get the Heartless to dance, of course!" Jack explained nonchalantly. "You know that."

"Yes, but why?"

"To bring fun chills and terror, of course." Jack said sounding proud of the idea. "Instill bone chilling horror and spooky delight. Oh, just the thought makes me smile!"

Sora pondered the idea of delightful fear, for all his life most of his fear had never been delightful. If anything it had been horrible, from a nightmare he had when he was a child to now facing the Heartless and knowing that people were relying on him to save them with his Keyblade. Anything and everything about fear seemed to be bad in his eyes. How on earth or any other world could fear be fun?

Any time for thought quickly ended when Jack opened the door to the main laboratory. Doctor Finkelstein was wheeling across the room going from table to table as he continued to work on the outer casing of his mechanical heart. Sora getting a closer look as the Doctor moved away from it, freaked out by it's constant beating movement.

"Doctor Finkelstein, we have the other ingredients!" Jack said as he put the two ingredients on the table. "Sally was quite thrilled to help."

"Splendid, now all we need is fear and the heart will be complete." The Doctor stated as he grabbed the ingredients and the heart, he then moved towards the the work table.

He began to enter the pieces into the heart, taking several tools and drilling in one by one. Sora, Donald and Goofy tried to watch but the Doctor's chair blocked most of the work. But from what they could see the work seemed intense. Their stomachs started churning a bit as they heard what could only be blood vessels and veins popping and other gooey sounding parts getting moved around.

"So how do you make a heart?" Sora blurted out causing the doctor to pause before going back to his work.

"It's not easy I'll tell you that much." Finkelstein muttered taking out what looked to be a screwdriver and inserting it deep inside the bag. "It took me several times before I could get to this version, not to mention getting all the blood vessels together and working jointly."

Sora, Donald and Goofy all grimaced at the mental image.

"But I wonder if there is more to a heart than blood vessels and what not." Goofy added. "I mean, if that's it then why are Heartless so into hearts?"

Doctor Finkelstein shrugged. "I know nothing of that, though for some reason these Hearts of mine just always seem to go haywire at the end-I have no idea why."

"Well when finally complete this one, will have the best Halloween show ever!" Jack exclaimed looking excited. "It's going to be my magnum opus!"

"Halloween really is important you huh." Sora smiled.

Jack nodded. "Of course, the spokes the fear, it's all around good times. The spokes the thrill-the only time of year were embracing a more darker element of the world is actually acceptable."

"Acceptable?"

"People confuse things like dark and fear with darkness, but it's not true. Being dark doesn't mean being bad or mavolevent. Sure we look scary but many of the town folk here are some of the nicest people I know."

Sora nodded. "We say a few they seemed nice."

"Exactly-Scary and fear, they aren't bad. "

"Yeah it's fun to make people scream-OUTTA THEIR SKULLS!"

"Huh?"

Everyone turned behind him as three kids in costumes appeared jumping behind them knocking Doctor Finkelstein out of his chair as they jumped on the workbench taking the Heart. Sora tried to get ready but his Keyblade didn't arrive. These children were definitely not Heartless.

"You wretched hooligans, drop that heart at once!" the doctor exclaimed as he moved towards the three kids.

"Fat chance!" Lock stated.

"Yeah, Mr Oogie wants this." Barrel added.

"Oogie's gonna use the heart to finally make people really scared of him, then he can do whatever he wants, whenever he wants." Lock explained.

Barrel cackled. "Yeah ,it's gonna be Oogie day every day!"

"Smell ya later!" All three kids shouted before running away while laughing.

"After them!" Jack shouted, but was soon stopped by Sora.

"What about the doctor?" Goofy asked.

"I'll be fine, just get that heart back!" The doctor stated as he made his way towards his wheelchair. "If it gets into Oogie's hands. Well, I don't want to know what happens next."

Sora gulped not wanting to know what would happen if that heart fell into the wrong hands. With that the four run off. Quickly running outside they looked around, there was no sight of the trio of mischievous pranksters, though the sound of panic echoed in the distance.

"Over there!" Donald exclaimed. The group followed as they saw various Heartless causing mayhem all around the Town Square. The group sprang into action as they attacked the enemies, as the last heartless was defeated the town was now empty and had no sign of Lock, Shock, or Barrel

"Dang it, we lost them!" Sora yelled as he saw no visible trail of where the tricksters had ran off too.

"Not entirely. Zero, after them quick!" Jack ordered his dog.

Sora, Donald and Goofy followed Jack and Zero throughout the town, they had to get through a pile of Heartless and other defenses and quickly. It was a harsh battle, surprising Jack was far more mobile than Sora had given him being a dead skeleton and all, but it definitely aided him as they went through the Heartless one after the other. Mummy shaped ones tried to spring from the walls trying to leap onto Sora from behind, but all were in vain for now the newly trained Keyblade Master knew a few more tricks, and was better to take them down with much ease. Sora himself was even amazed by the speed of and agile nature he was able to handle. He supposed that the training back at the Colosseum really was worth it after all.

Eventually the town was clear.

"Good work everyone." Jack said looking around. "Come on out townsfolk, you are safe now, come on, that's good."

The townsfolk began to return to normal now, Sora found it hard to believe that such horrifying monsters like them could feel scared. Yet to their surprise instead of remaining scared they applauded. Many of them actually seemed happy, thrilled even. Jack waved to them and gave a polite bow.

"I-I don't understand." Sora continued to look in confused shock. "Why are they applauding, I mean I guess we saved them but-"

"No,no, no it's not that." Jack explained. "I mean yes, I'm sure they are grateful for you helping them, but you see, we here at Halloween Town enjoy being scared. A good fright now and then makes life a bit more important. Fear isn't a bad thing, in fact, we consider fear one of the most important things ever."

Sora still looked confused. "Really? But being brave is what helped me fight those monsters, not fear."

"Ah well you see-"

Before Jack could finish Zero approached barking widely as he pointed off into the distance.

"What is it boy?" Jack asked as Zero barked. "You found them? Wonderful! We'll have to finish this topic later."

Sora gripped his Keyblade. "Okay, let's get going!"

-000-

Sora and the others went as fast as they could through the pumpkin patch and the graveyard until they came across a large treehouse in the middle of nowhere. Well less of a house and more of a mishmash of wood and metal. Apparently, it was supposed to be considered Oogie Boogie's personally manor.

"I knew Oogie had something to do with the heart's theft." Jack stated as he looked at the tree house. "Still the question really does remain, what does he want with this heart so badly in the first place?'

"Does he want to make the Heartless sing and dance?" Goofy asked.

Sora shook his head. "I have a feeling from what Jack described it probably can't be anything nice."

"Agreed."Jack nodded. "Oogie likes to consider himself a master of terror and fear, perhaps he wants to use the Heartless to spread said fear in all the wrong ways?"

"Fear has wrong ways now?" Sora said.

"Of course, you can be consumed by it, then it clouds your judgment and makes you make horrible or sometimes just downright make bad decisions that aren't good for you. Fear can be used effectively, yes, but in the wrong hands it can be used to terrible effect."

"Hmm…." Sora scratched his chin with his fanged gloves. "I guess I never thought of it that way before. But it makes sense, sometimes I get so scared I don't know what to do. Or really even how to do anything, like everything shut down."

"Good thing I'm a master of terror." Jack said with pride. "I can spook people just enough so that it gives them a jolt, not completely shuts people down."

"That's good, right?" Sora asked, "I mean all we have to do is challenge him right, you can just scare him?"

Jack nodded "Yes, but we will have to beat him at his own game and knowing Oogie, he'll cheat to make sure he wins."

"Guess we'll have to cheat more so we win!" Sora exclaimed as he, Donald, and Goofy ran off towards the tree house. Climbing up the tree

Climbing up was like going up to a maze of metal and sharp objects. Sora and the others had to make sure not to cut themselves to deep as they moved, one wrong step and it was down into the pit with them they go.

"How high is the place?" Sora asked as he got on the wooden bridge.

Donald looked out and grimace at the sight. "Really high."

They continued to make there way higher and higher to the treedom, surprisingly encounting little to no resistance whatsoever. Sora kept waiting for the Heartless to emerge, dealing with another round of those wretched creatures, yet none came. Something about it felt like set up, perhaps it was a trap.

"There!" Jack pointed to a tiny room at the very top of the tree.

Quickly Sora opened it up and saw the three brats throwing the heart. Tossing it to each other one after the next. Each time Sora or Jack tried to catch it but were stopped by one of the three as they jumped into the air to grab it taking it towards them like a ball in a game.

Sora was starting to get tired the longer they went on. These kids were faster than he was, and smaller meaning they were able to get under his legs and slide down. Donald and Goofy each tried to clean them in but every time they got close their sheer miniature size caused both to knock into each other's heads.

It would seem that this chase would go on indefinitely until…..

"Too late!"

Lock, Shock, and Barrel turned around and cackled as the mechanical heart tumbled down through the ventilation shaft.

Sora wasted no time running trying to get his Keyblade to be as intimidating as possible. "Where did it go?!"

"Allow me Sora." Jack said gently pushing him aside, completely calm. "Now kids, please tell me where the Heart is."

Lock spoke huffing angirly. "We won't tell!"

"Yeah, never!" Barrel parrated.

Jack let out a sigh and turned around giving Sora a fine wink before looking back at them outstretching his face distorting it into something terrifying and monstrous it was so unspeakable that it could not be describe so easily in words. Sora turned away getting a bit jumpy while Donald and Goofy covered there eyes not wishing to look upon it as well.

But whatever Jack was doing it must have worked for Lock, Shock and Barrel quickly gave in screaming and begging for it to stop.

"Okay, okay-we give-we give!" Lock said causing Jack to stop. "Oogie wanted the Heart to control the Heartless!"

"Control the Heartless?" Jack asked.

Shock nodded. "Yeah, said he was going to give to someone called Riku later."

"Riku." Sora muttered in shock. "Why would-Oh…."

"Well, where does that shaft lead to?"

"Oogies torture room."

Jack sighed. "Well boys, looks like we are gonna have to go confront Oogie."

-000-

"So, Riku wants the heart too." Sora said aloud. "I mean, I guess it could help Kairi."

Goofy shrugged. "We don't know that for sure, who knows what he knows. Maleficent probably lies a lot to him."

"I guess-still, do you think that Heart could wake up Kairi." Sora asked.

Donald shook his head. "That heart seems screwy, it's made of weird science."

"I agree with Donald-" Goofy added. "Hearts can't be made, they are-well they are part of the natural border."

"ORDER!" Donald corrected.

"Right! Order, and you can't just give someone a heart."

Sora sighed. "Yeah, I guess you're right."

They kept climbing down safely until Donald lost his footing and almost fell, Goofy having to grab him by one of his bandages and began dangling on the edge. Sora continued to ponder the idea of making a heart. Where did Hearts come from? Most, he thought, were born with them. It would seem odd that someone would be born without a heart, let alone need to get one mechanically.

"I got you Donald." Goofy called.

Donald screeched. "Pull me up, pull me up!"

"Careful gents, just a little way down."

Sora could feel a bit adrenaline overtake him, as he got closer near the bottom. He started to go down the tree with a extra bit of fervor. Something about heading into battle made him less afraid and more brave. A sense of thrill started to wash over him, perhaps it was all the fighting, but Sora now had become to grow more and more interested in the battle instead

With that the group heading down to wherever the entrance to Oogie's lair was. It would've been a fruitless search if it wasn't for the obvious Oogie shaped door at the base of the tree.

"Subtle." Goofy snarked as Jack pushed open the door.

"Alright men, let's get ready!"

Slowly they began to enter the room, it was dark at first and difficult to see. Suddenly light turned on one by one, as the sounds of several machines and loud jazz music began to play. Sora and the others were shocked; when Jack said Oogie was a gambling man, they did not expect the entire room to be made like a casino,"Oogie, return that heart!" Jack exclaimed as he saw the lowlife just toss the heart around like it was a rubber ball

"Well, well, well what have we here?" Oogie snickered. "A washed out bag of bones, and a keybrat."

Sora's Keyblade emerged. "Hand back that Heart Oogie!"

"You want it? Then come and get it!" Oogie responded as he swallowed the heart and chuckled "HAHAHAHA! Now let's see if I can get their attention. Oh, Heartless!" Unfortunately, after a few moments of silence only two gargoyle Heartless showed up, which only lead the master of scares into a blind rage, "That's it? Nobody disrespects me! No one!"

Sora couldn't help but laugh only two, that was honestly quite weak. But that laughter went away as Oogie activated his machines of torture and fright. Large wheels began to spin, knives thrown, a entire casino of pain was activated and the worst part was they were right in the thick of it. Everyone scattered to avoid the attack, though this caused them all to separate from one another, Oogie watching up above cackling madly as he saw them all try to escape his devices of terror and torture.

"I'll get this Heartless thing later, right now I think I'm gonna make a be. Twenty munny on the boy dying first." Oogie laughed as he rolled his dice, summoning a few Heartless from them. "Oh a new trick, I like."

Sora slashed through them as best he could having trouble dodging the bullets being fired at him from a pair of gangster shaped slot machines. Gunshots rang all around him sending chills up Sora's spine as the bullets nearly scratched him. Yet the rush was enough to keep his mind from fully comprehending that he was in actual danger of dying. Though he had been becoming more and more used to this notion as his adventure went on. Jumping up he managed to get on a pair of the slot machines and knock them out with his key.

Donald used to his magic every time a pair of explosion dice came towards them, knocking them off towards Oogie who dodged, almost enjoying being attacked. Goofy tossed his shield knocking two of the Heartless onto the side. Oogie continued to just laugh and dance and walk the cobbled ground, his bugs giggling inside him as he enjoyed the torturous display in front of him.

"Nice shot, let's see if I can double the odds." Oogie fired another round of dice.

Jack leaped back into the air as they exploded but was knocked back as the wheel of torture began to go full speed.

"Oogie, you won't win this!" Jack called.

Oogie cackled. "When I get this heart fully working I'll be the ruler of Halloween, actual fear and terror. Unlike you who just wants to spook kids and then give them candy."

"Terror isn't about actually hurting people Oogie." Jack called out trying to stand. "But that's something you'll never understand."

Oogie laughed again and pushed another level, this time causing a large sharp crane to hop down, grabbing Donald, Goofy and Jack now it was just Sora who had to face Oogie by himself.

"We have to get up to Oogie." Sora shouted looking at the bag up bugs dodging another round of knives being shot at him through the wall. "Gotta climb."

With a leap, Sora managed to hang on to one of the pillars inside the room and climb on top of it. Oogie was too distracted to notice as Sora hopped on another one this time managing to get closer, the others providing good cover. One more leap and Sora and Oogie were now on equal grounds with one another. The bag of bugs could only smirk as he notice the boy approach him.

"Well, well, well, what have we hear now? A Keybrat and his Key. Not afraid of me yet?" Oogie laughed a few of his Heartless gathering around him. "Trust me, you'll be living in pure fear once I control the Heartless in full! I'll use them to spread true terror, use them to their full potential! Not just whatever weirdo plan Maleficent's putting her cards on."

Sora gasped. "Maleficent! You working for her too?!"

"Wonder how many people are?" Goofy asked.

"Pfft, more like alliance of convenience. Heartless need the darkness that can be derived from fear, I am able to get those hearts and add to the massive horde that will soon be under her control when we unlock the final door." Oogie cackled. "But what about you? I'm sure you are afraid boy, yes, yes you are-fear that Key won't always work for you. Fear you never see you friends and home again. Fear of never making up with Riku, never seeing Kairi awake again"

"How do you know that-" Sora paused before mustering up the courage again. "I mean I'm not afraid."

Oogie again burst out cackling. "My boy, I'm the the shadow of the moon at night, filling one's dream to the brim with fright. And oh boy, do I sense a nightmare in you-oh a really big one too….a really big one."

Sora again looked shocked, he only remember having one really bad nightmare as a boy, though vivid memories of it. Normally it involved a large cloud of darkness, only to be protected by some tiny ray of light. Either than that most of the memories of those time had been completely erased from his mind, suppressed perhaps. He took a few steps back now as the Heartless ganged up on him.

"That's right Sora-be afraid, be very afraid...I sense all those little emotions crawling over you like roaches in a bag-they'll end ya kid.." Oogie snickered as he pushed his minions aside, wanting the final blow to himself.

"No! I'm not going to let you get to me!" Sora looked at the bag of bugs with disgust, he wasn't going to be afraid, he wasn't going to show fear. In fact, he was going to be afraid, and he was going to use that fear though and turn it into energy, energy need to slice his Keyblade right through him ripping open a part of the bag.

Oogie gasped and stepped back, as suddenly several bugs began to spill right out of him like blood. "My precious bugs!"

Suddenly Sora saw the heart pop out from him, Oogie still trying to cover himself up. Quickly Sora grabbed it and jumped back down to the others, noticing that it stopped beating the moment he returned to group. "I guess the heart was a failure after all."

"Well, let's get it back to the doctor." Jack said.

They quickly exited the room, Oogie still screaming as he tried to pull himself together. The Heartless around them however seemed confused, almost as if they were unsure who's command to obey. Nobody though really cared, all Sora and the others wanted to do was leave and leave quickly. Though Goofy took a look back as the Heartless started to gather around Oogie.

"Should we be worried about that?" Goofy asked giving a nervous expression. "Seems kinda bad."

Donald shook his head. "Nah we just gotta keep running

Sora and the others got as far away from the mansion as they could, wanting to get back to the safety of the Doctor's laboratory.

"Jack! You haven't heard the last me, I'm the Oogie Boogie Man!"

-000-

They ran, faster and faster.

Making it back to town, Oogie to busy trying to sew himself back together to make the chase back, although Sora had to deal with a few rogue Heartless running around. Thankfully the trip back was a easy one overall, Sally and the Doctor were waiting for them. Sora kept thinking back on how Oogie had sensed his fear, fear of never going back to the Island, fear of never reconciling with Riku, fear of never waking up Kairi. The fact that he had a fear of never making up with Riku gave him pause. Did he really forgive him for all he was doing so easily?

"He's been your friend for years, are you really going to through it all away?" His voice in his head said.

Sora shook his head as he went back inside as he began to get the heart to work, he watched as Doctor Finkelstein tried to operate on it for the last few hours.

"Come on, come on.!

"Boy seems more interested in getting it to work than you." Doctor Finkelstein commented as he watched Sora.

Jack shook his head. "Even if we can't get it to work for the Heartless, I would like to help him."

"Why?" the doctor asked.

"Sora said a friend of his lost his heart to the Heartless, and that she can't wake up because of it. But maybe if we put this heart inside her, she will."

Professor Finkelstein scratched his brain. "That will take a lot of surgery."

"I don't think it will work like that." Sally said as she watched. "Hearts like the one his friend lost, I fear are a bit more trickery than a bunch of put together spare parts."

Finkenstein rolled his eyes. "Nonsense!"

Sora really wanted him to work, perhaps if he had it he could wake Kairi up, if she really did lose her heart and was unable to wake up. Yet as Goofy said a Heart was part of the natural order, one couldn't replicate it or create it. Not even the fact Oogie Boogie couldn't control the Heartless with it. Perhaps trying to recreate a heart was not a good idea. His theory was correct with the good Doctor eventually gave up sighing as he wield to the others with a look of defeat.

"I just don't understand, we put in all the necessary ingredients, what else do you need to make a heart? What even is a heart anyway?"

Sora sighed. "Who knows, maybe we aren't really meant to know. Sometimes it's good to have a bit mystery."

"Sally, why didnt I listen to you?" Jack sighed. "I should have these three join the party."

"Don't feel bad Jack, we'll come up with another plan for Halloween. And next time we'll do it together."

"Sorry fellows, we'll have to cancel the Heartless Halloween festival for now." Jack sighed rubbing his forehead in shame.

"It's probably for the best." Sally added.

"Yeah, those things are capable of anything." Sora snickered. "I just don't think dancing is one of them."

"Regardless I want you to have this. Come visit anytime you want, but be prepared for next year's Halloween, because it will be the scariest yet!"

"We will-but uh, Jack." Sora looked up at him one more time smiling. "All that stuff you said about fear earlier, it really does seem important to you."

Jack nodded. "Of course, fear and doubt are signs of a strong heart. They push your heart to strike out in new directions. Without them, your zest for life would fade as would your taste for fear. And that would really ruin my fun."

"Push out your heart." Sora muttered pondering those words carefully. "I think I get it, fear lets me keep focus but also allows me to try new things, otherwise I'm just going to remain stagnant."

"What Oogie wanted was to turn fear and cloud their heart but fear, if used correctly like any emotion, can make your heart quite strong." Sally smiled.

Sora smiled. "Thanks, Sally. I'll keep that in mind, something tells me that I have a lot more scary things to get through in my adventure before the end." He looked out into the sky and wondered what was going on with Riku and Kairi, and then thought about it. Perhaps Riku did what he did not out of spite but out of fear, fear controlled him. As for Kairi, awake or not, she must have been the most scared of them all.

"I won't let fear get to me, I'll let it have my heart strike out-and find my friends, I promise."