(Battle Music Cue: Another Side "Battle Version" – KH 358/2 Days OST. Note: this theme is only on the third disk of the Birth by Sleep soundtrack. The third disk includes music from 358/2 Days, Re: Coded, and the BBS Final Mix).

Riku and Dawn flew in towards Sha who was still firing the Ultima Cannon at them as they approached. They managed to weave past the shots and get close enough for Dawn to open fire with his twin handguns. Sha quickly summoned his hammer back and slammed it into the ground, sending up a relatively thin wall of rock between him and the incoming pair. Riku used his Keyblade Rider and smashed through the rock wall, knocking Sha onto his back before dismissing the Rider and reverting it to its Keyblade form.

"Lousy kids!" Sha grumbled as he leapt to his feet.

"You're outnumbered Sha! Give up!" Dawn said as he kept his guns trained on the Keyblade Villain.

"You just don't get it do you, runts?" Sha asked before he spun the hammer vertically like a fan blade while spinning himself in a circle. The hammer struck the ground twice; the first sent a wall of rock towards Dawn while the other sent another wall at Riku. Dawn quickly leapt into the air while Riku quickly slid to the side, evading the attacks.

"That won't work, Sha!" Dawn yelled as he aimed his guns at Sha, causing one to glow with semi-transparent purple dragon wings while the other with a pair of angelic white wings before firing off a bolt of Light and a similar bolt of Darkness, both arcing around each other until they arced towards each other, Sha standing in between them. Sha grinned before both bolts collided into him, causing an explosion of light and dark energy. Riku and Dawn both had to shield themselves from the resultant light of the attack. When the light faded, all they saw was a pile of rubble where Sha had once stood. As a result Dawn didn't notice a figure standing behind him, but Riku did.

"Huh? DAWN!" Riku shouted but Dawn spun around too late. Sha swung his hammer around, smashing it into Dawn's chest, sending him tumbling away. Sha grinned at the sight of the injured Keyblade before turning back towards Riku.

"You wanna be next, because I can kill two birds with one stone!" Sha said. Riku's response was a Dark Firaga. Sha quickly swung his hammer, batting the shot away but as he did he saw Riku mere inches from his face. Riku proceeded to deliver a fierce uppercut with his sword hand, the guard of the Keyblade smacking Sha in the jaw. Riku landed right in front of the Keyblade Villain and then began attacking with the Keyblade. Sha blocked most of the shots until finally; Riku leapt back and cast Thundaga. Sha managed to block the attack but it was enough, as Riku started glowing with a white-purple aura.

"Huh? What's that?" Sha asked confused before Riku leapt towards him again, delivering lightning fast blows. It was Riku's Tier One unique Command Style. Road Walker. Finally Sha leapt clear before slamming his hammer into the ground behind him, causing a small square of earth beneath his feet to launch him into the air. Riku silently yet quickly retaliated by casting Magnega. When Sha saw the Magnega he paled.

"Oh snap." He muttered as he was yanked back towards the ground and hit hard, sliding a short distance before stopping. Riku quickly hurled a Firaga at him, but Sha managed to deflect the fireball before it hit. Riku retaliated again by casting Thundaga, causing Sha to stagger upon impact with the lightning bolt.

"Alright, time to end this." Riku said as he suddenly started glowing with a rising white energy from his back and shoulders.

"Wha-what is this?" Sha asked as Riku charged towards him. Sha moved to block the blow but when Riku swung his Keyblade, the weapon left thirteen afterimages of the Keyblade that each impacted on the hammer as if they were real.

"It's my tier two unique Command Style…Eternal Session." Riku replied as he started delivering lightning fast blows to the suddenly overwhelmed Sha, each swing creating afterimages that caused even more damage. Finally Sha was on one knee and holding his hammer horizontally between himself and Riku, but Riku felt his Command Style's energy starting to wane.

"This ENDS NOW!" Riku shouted as he pointed his Keyblade into the air, causing countless blades of white light to appear in a dome formation with Sha in the dead center, with all the blades pointed towards him. Riku lowered his Keyblade and turned away just as all of the blades converged on Sha simultaneously, running him through before exploding in a pillar of white-purple energy. (End Battle Music.) When Riku looked back, all he saw was Sha's Keyblade form hovering in the air for a moment before disappearing as if Terra had summoned it. Riku turned and saw Dawn still lying on the ground. He quickly hurried towards his Keyblade but froze when he saw that the wings were molting, feathers turning grey and falling loose and the scales on the wings turning black and falling out. He also noticed that his dragon wing was bent backwards from the impact of hitting the ground. Riku quickly dropped to his knees next to Dawn.

"Dawn? Are you alright?" Riku asked but Dawn put a clawed hand on Riku's shoulder.

"Riku! I don't know how much time I have left, so I need to warn you." Dawn said with an urgent expression on his face.

"Warn me? About what?" Riku asked worriedly.

"One of your friends will become Vanitas's new host. If you don't stop Vanitas before the Master falls, he will create the X-Blade and become more powerful than he ever was before!" Dawn said as Riku grasped his hand.

"Whose heart is he in then? Who?" Riku asked urgently. Dawn attempted to answer but before he could, he was suddenly enveloped in white light before dissipating in countless white sparks of light towards the sky. Riku watched the sparks disappear before standing up and looking down at his Keyblade.

"Dawn…Don't let me fail." Riku said before sensing something. He quickly turned and ran off towards the mesa.

Outside the Castle gates…

It had been several minutes since they had arrived and Sora and Light both had their weapons prepped and ready to strike, waiting for Garland to make a move. Meanwhile Garland stood silently barring the entrance to the castle where the Master resided. They were in a standoff and each stood in silence for a moment before Light arched a curious eyebrow and glanced over his left shoulder.

"No…" he whispered in surprise.

"What is it, Kingdom Key?" Sora asked worriedly.

"I sense that Rain has fallen in battle along with Dawn…however, Beco, Mark, and Sha have also fallen. It seems the Unversed have stopped appearing as well." Light said as Sora scratched his head.

"This is a good thing, right?" Sora asked curiously.

"It is a mixed blessing. While we have successfully defeated three of our enemies, we have lost two of our comrades." Light said as he silently mourned the loss of his two friends.

"Then everything is proceeding exactly as planned." Garland said, earning disdainful looks from Sora and Light, respectfully.

"Plan? You mean Vanitas's plan?" Sora asked as Garland nodded.

"Yes. Soon the worlds will tremble once again as the X-Blade is forged once more into the hands of Vanitas!" Garland declared.

"Why Vanitas? Why him? What makes him any different than anyone else who has wielded the X-Blade?" Light asked.

"Yeah, why not someone else like Xehanort?" Sora asked curiously. Garland simply snorted indignantly.

"Xehanort might be responsible for Vanitas's birth, but Vanitas is a being of his own. He possesses a heart of pure darkness and yet he does not become a Heartless. Xehanort's heart was also of pure darkness but was sustained by the body of another, which allowed his heart from being consumed by it. Vanitas has a heart of pure darkness and yet is not consumed by it. He is practically the embodiment of darkness itself." Garland explained.

"Then why hasn't he struck before now? He could have chosen any time to make his move so why hasn't he yet?" Sora asked.

"Vanitas is no fool. He will strike when the moment suits him." Garland replied before glancing up slightly.

"Ah, it seems the other Heart-Bound Master approaches." He added as Sora and Light looked over their shoulders to see Aqua approaching on her Keyblade Rider. She touched down and dismissed her Rider, replacing it with her Keyblade before approaching on foot.

" Hope I'm not too late." Aqua said as her helmet disappeared.

"Not at all, Lady Aqua. You've arrived just in time." Light replied.

"I feel it fair to warn you, Heart-Bound, that as long as at least one of us Keyblades survive, the Master is invincible and that includes you, brother." Garland said as Sora's eyes widened and he looked at Light in surprise.

"Is this true, Kingdom Key?" Sora asked as Light lowered his head slightly.

"It's true, Sora. Master Yen Sid confirmed yesterday evening. We have to defeat all the Keyblades to purge the fragments of the X-Blade from them. Once all the fragments have been purged, then the master, the X-Blade incarnate, will be vulnerable." Aqua explained as Sora lowered his head sadly.

"But, Kingdom Key-..." Sora said as he looked up at Light.

"Weep not, Master Sora, for our deaths are not true deaths at all. No, we will merely lose our human forms and return to our rightful forms at the side of our Heart-Bound. Even those who have rebelled and truly turned against their Heart-Bound will be subjugated and forced back to their chosen wielders. I have known of this fate for a while now, with the passing of Des…that is our fate, yet I accept it knowing that I will remain at your side for the remainder of your days, Master Sora. That is my oath to you." Light said as Sora gave him a touched smile. Even Aqua was smiling as she clutched her Keyblade close.

"Thank you." Sora said as Light nodded back with a smile of his own. The smile then vanished as he turned towards Garland.

"And now, Master Sora, I shall do for you this final service before returning to your side. I shall clear the path for you and Heart-Bound Master Aqua to pass beyond this gate and slay the creature that lies within." Light said as he pointed his sword at Garland who snorted in amusement.

"Then is a fight to the death?" he asked as Light glared at him.

"It is…no matter the outcome of this fight, neither of us shall walk away. We shall both fight, and we shall both fall by either each other's swords or our own." Light said as Garland laughed. (Battle music cue: Battle Scene "Arrange" – Dissidia Final Fantasy OST, originally from Final Fantasy I)

"Then I shall not hold back!" He shouted as he hefted his massive sword up closer to him. Light and Garland quickly leapt at each other, their swords clashing for a moment before they shoved each other back. Light stabbed his sword into the ground and thrust upward, sending a line of crisp white light towards Garland who quickly dodged to avoid the attack. Sora and Aqua's helmets quickly reappeared on their heads. Sora was about to jump into battle but Aqua put a hand on his shoulder.

"Sora, wait. Kingdom Key is giving us an opening. With his brother distracted, we can slip past and get to work on whittling down the Master's defenses so that we can strike at the right moment." Aqua said via D-Link.

"Alright, I'll follow your lead." Sora replied a little hesitantly. He wanted to help Light but he knew there was nothing he could do at that point to help him considering what the outcome would be. Finally Light had shoved Garland far enough away from the door and instantly Aqua and Sora bolted towards it, slamming against the door on the right side and pushing it open, slipping in through the opening before Garland even noticed.

"You've failed in keeping them out brother! Now the Master will surely fall!" Light said as he and Garland locked swords. Garland laughed in clear amusement.

"You naïve imbecile! Don't you think I would have done something if I didn't want them to get to the Master?" Garland said as he shoved Light away.

"You mean your plan to help Vanitas includes the Master's defeat, or do you expect the Master to kill the Heart-Bound?" Light asked. Garland laughed again.

"Oh my Master has something special in store for them. In fact at the moment, we share a common goal to defeat the Master." Garland replied as he swung his massive sword around, causing a portion of the tip to launch out on a chain attached to the inside of the sword towards Light and crack over his head like a whip before retracting and returning its wielder's hand. Light quickly leapt into the air and swung his blade across in front of him, creating seven clones of his sword made of a glowing red energy. The swords immediately launched themselves towards Garland who quickly dodged the attack. When Garland looked up at Light again, he saw the Keyblade had turned and started running away towards the castle doors. Before he could reach the gates, he was knocked to the ground by four glowing red bolts of energy. He then saw Garland land between him and the gates.

"I'm afraid that I cannot let you past, brother." Garland said before swinging his sword, conjuring two large spinning black tornados that started moving towards Light. Light quickly turned and ran away from the tornados which soon dissipated.

"Come, and show me your strength." Garland said as Light dropped back into his battle stance with a determined gaze. (End Battle Music)

Meanwhile…

Kairi, Ion, Keep, and Mickey were each looking towards the castle in the distance when Keep noticed something in the distance.

"Hey Ion, what's that over there?" Keep asked as she pointed at a moving object that seemed to be moving away from the castle and towards them.

"It's Riku!" Kairi said as Riku slid up towards them, dismissing his Keyblade Rider.

"I sensed that Sha has fallen in battle. I also sensed Dawn's fall as well. I'm sorry Riku." Ion said as Riku looked down at his Keyblade.

"It's alright. He's back where he belongs, but he did give me a warning." Riku replied as Terra dropped in from overhead via Keyblade Rider.

"Did I miss anything?" Terra asked.

"Riku was about to tell us about a warning he got from Dawn." Ion replied.

"What did he say, Riku?" Mickey asked.

"He said that Vanitas is going to use one of us as his new host once the Master's defeated. He didn't get a chance to tell me who's before he died." Riku explained, as Terra groaned in frustration.

"I got the same impression from Mark of Mastery but he killed himself before telling me who it was." Terra said as Kairi looked worried.

"Which of us could it be then?" Kairi asked.

"I don't know. But one thing's for certain. We can't let the master fall before we've found Vanitas and stopped him." Riku said as the others nodded.

"Then what do we do?" Ion asked.

"We'll need to start with Ven. If Vanitas is going to be hiding in someone, it's him. They are technically of one heart after all." Terra said. Riku then spotted something flying towards them in the distance.

"I don't think we'll have to look far, because here he comes now!" Riku exclaimed as he saw Ven and Wind flying towards them as fast as they could. Wind had a panicked expression on his face as did Ven's helmetless head.

"What do you suppose has those two worried?" Mickey asked. Their answer came in the form of the ground shaking.

"Uh-oh, I think I have an IDEA!" Terra exclaimed as his, Riku, and Kairi's armor quickly reactivated. From the ground beneath where Ven and Wind were flying, burst the Iron Imprisoner but now it was in its fourth and final form. (Battle Music Cue: Black Powder – Birth by Sleep OST).

"Ven!" Terra exclaimed as he started running towards them. Riku was about to join them but he spotted an odd flashing white light coming from the top of the mesa that was now covered in melting snow. He looked closer and spotted Cloud and Sephiroth dueling each other. Riku was now torn between helping Ven, Wind, and Terra against the Iron Imprisoner, or helping Cloud against Sephiroth. Finally Riku sighed in defeat and summoned his Keyblade Rider before flying off towards the mesa, leaving Kairi, Mickey, Ion, and Keep alone.

"Come on, we've gotta help our friends!" Mickey said but before he could even move, a row of glowing blue swords was fired into his path before they ignited into a wall of blue flames.

"I'm afraid I can't let you guys do that." They heard a voice say. They turned and saw a blurry Seeker standing nearby with two swords in hand.

"Seeker!" Ion exclaimed as Keep quickly reverted to sword form in his hands and he dropped into his battle stance.

"What's happening to you? You're all…fuzzy." Kairi said as Seeker calmly and casually looked at his hands before chuckling.

"Oh this old thing…It would seem that old Darkness Seeker has outlived his usefulness." Seeker said. His voice was different now.

"Seeker? What are you talking about?" Ion asked, completely confused. Seeker chuckled as his yellow eyes turned cyan blue with cat-like slits.

"Hmm, well I suppose there's no point in hiding it anymore. Pretty soon, everything I've worked to accomplish will come to fruition. Allow me to introduce myself…" Seeker said as a hazy blackness started rising from his back and shoulders like a Nobody would when fading into the darkness. Slowly Seeker started to vanish, revealing an entirely different person underneath. It was a man with large spiked orange hair that gave the illusion it was a number of mechanical orange gears, two piercing blue cats eyes similar to Dawn's single eye. His nose and mouth however was hidden by a black mask. He wore an orange metal choker that gave the illusion of a mechanical gear again. He was dressed largely in black. A black shirt with the right sleeve torn off, revealing a tattoo on his right shoulder of two half-gears arranged in an S shape. He also wore baggy black pants, a pair of black tabi socks, and wicker sandals. On his shoulders were two orange, parallel facing half-gears. Around his waist was an orange belt, once again with the gear motif.

"Who are you?" Ion asked in shock.

"Why, the name's Gear…Void Gear."

End Chapter 37.

Show of hands, who was surprised by this revelation? (Author immediately smacks his own forehead in realization that he can't count the hands for the obvious reason that he can't see anyone through his computer.) Well you get the idea. Tee-hee.