(Battle Music Cue: Unforgettable – Birth by Sleep OST)

Ven and Wind were flying away from the Iron Imprisoner IV as fast as they could.

"Oh man! It's still gaining on us!" Ven exclaimed.

"This thing just won't quit!" Wind added. Finally the Iron Imprisoner stopped and created a swirling wall of flames causing Ven and Wind to start getting pulled towards it.

"Uh-oh! What do we do now?" Ven asked.

"VEN!" they heard a familiar voice shout. They then saw an orb of glowing red energy fly towards and impact on the massive Unversed in a burst of blinding energy, stunning it for a moment, allowing Wind and Ven to recover. They looked and saw Terra standing on the ground with his Keyblade and armor summoned. The two quickly landed next to him.

"Thanks for the save, Terra. I thought we were goners." Ven said as he caught his breath.

"We managed to defeat it once but it came back even stronger!" Wind said as he too caught his breath.

"I've faced all four forms before! If we can defeat it this time, we'll win!" Terra said as the towering Unversed came back around and glared at the three, raising its flaming hammer.

"What do we do?" Ven asked.

"Hit it with a shoot lock!" Terra ordered as he pulled out the Ultima Cannon and fired another shot. Ven immediately started Multi-Vortex. Wind quickly moved his shuriken around to in front of him, making it spin in midair and create a large swirling compressed sphere of torrential winds.

"Wayward AEROGA!" Wind shouted as he leapt up and kicked the sphere with both feet, launching it towards the Iron Imprisoner which was already stunned from the two prior Shoot Locks. The sphere exploded in a brief swirl of cutting winds before the Unversed shook itself awake again before disappearing in a flash of light.

"Where did it go?" Ven asked before the ground started shaking again but instead of the Iron Imprisoner bursting from the ground, instead they found themselves surrounded in a circle of glowing red jagged chunks. Ven and Terra recognized the chunks immediately.

"Say, aren't those pieces of the wall from Mirage Arena?" Ven asked before Terra grabbed him and pulled him clear just seconds before one of the chunks blew past them with a red glow. Wind had managed to dodge as well.

"What in the-?" Ven exclaimed.

"Watch it! It's throwing those chunks at us!" Terra exclaimed as they continued dodging the chunks as they continued flying towards the three of them. Finally the chunks stopped moving and the glow around them disappeared but the chunks themselves remained.

"Looks like we made it." Wind said before suddenly becoming trapped within a cage that looked like it was made of red hot metal.

"OW! HOT!" he exclaimed as Ven and Terra spotted the Iron Imprisoner appear behind him.

"WIND!" Ven exclaimed as Wind turned and looked up in time to see the hammer come crashing down on him, smashing the cage along with him.

"NO!" Terra exclaimed as the Iron Imprisoner started spinning around with its hammer held out to the side.

"Watch it Ven! Ven? VEN!" Terra exclaimed as he saw Ven running towards where Wind was lying unconscious. The Iron Imprisoner started spinning towards him but Ven quickly fired off his Lightning Ray shoot lock, driving the Unversed back a little. Terra then leapt in with his Dark Volley shoot lock, pounding the Unversed with waves of dark energy spheres, giving Ven enough time to reach his fallen Keyblade.

"Wind! Wind are you alright? Speak to me!" Ven yelled as he tried to shake Wind awake but to no avail.

"VEN!" He heard Terra yell. Ven spun around to see the Iron Imprisoner raise its hammer. Ven managed to dodge roll just in time to avoid a direct hit. The hammer happened to miss Wind's unconscious form as well.

"There's no stopping it. We've hit it with everything we've got and it's still going!" Ven exclaimed as he rejoined Terra.

"It takes a lot to bring this thing down!" Terra replied. The giant unversed was suddenly surrounded by the swirling flames again, dragging the two of them towards it.

"I can't break free!" Ven shouted.

"Keep trying!" Terra replied. They managed to break free and get clear less than a second before the flames around the unversed exploded. Just when they thought they were safe, the unversed moved to a different side of the "arena" and did the same thing again, pulling them towards it.

"Not again!" Ven yelled as he and Terra struggled against the force of the attack until the flames exploded prematurely, before they had reached it. Once again however, the Iron Imprisoner moved to another spot, much closer this time, and started pulling them in again.

"We can't keep this up!" Terra grunted before they suddenly heard the Imprisoner roar in pain and felt themselves fall free of its attack. They both turned to see Wind's shuriken embedded between the "eyes."

"Huh?" Terra and Ven both asked in surprise before they heard Wind shouting…

"Wayward BIG WAVE!"

They then saw Wind leap up and plow his right elbow into the back of the Iron Imprisoner before delivering a fierce punch to the middle of its back with his left fist, causing a sudden multitude of magic filled spheres to burst from the Unversed.

"Wind!" Ven exclaimed with a smile, that is until he noticed that Wind's hair color was fading away to grey.

"He's…dying." Terra said in soft shock. Ven was equally shocked. They then noticed as the Iron Imprisoner started to recover from the attack. Wind glared up at it and grinned.

"Tsh. Well, if I can't live to become a King, I'll die to become a hero. Ven…you better become King one day!" Wind shouted before he recalled his shuriken to his hand while glowing with a radiant white aura while being surrounded by a swirling tornado of grey winds. The tornado expanded to engulf the Iron Imprisoner which was helpless as it tried to break free but to no avail. Finally the entire tornado compressed itself down into a small sphere, Unversed and all before exploding in a sudden burst of white light. When the light faded, the "arena" chunks had vanished. (End Battle Music).

"Wind." Ven said in stunned shock at what he had witnessed. However, what happened next caught them completely off guard…

Meanwhile…

(Battle Music Cue: One Winged Angel – Final Fantasy VII) (A/N: There've been several renditions of this song…I leave it to you to choose your favorite for this scene)

At the top of the mesa, Cloud found himself knocked onto his back from a particularly fierce attack from Sephiroth. He nearly slid off the top of the mesa but he managed to drive his bandage wrapped sword into the ground in time.

"Pathetic. I expected more from you Cloud. You're as useless now as you ever were before." Sephiroth said as he started to slowly approach the struggling Cloud.

"Shut up!" Cloud spat angrily.

"Cloud! Don't give into your rage!" Sephiroth and Cloud both looked and saw Riku fly in on his Keyblade Rider, dismissing it back to its Keyblade form and riding the momentum to lock swords with Sephiroth.

"Well-well…Xehanort's old puppet." Sephiroth said before Riku pushed himself off of the One Winged Angel and landed near where Cloud was still struggling to pull himself up, but the melting ice was making it difficult. Riku quickly grabbed Cloud by the wrist and pulled him up onto the mesa.

"I might just be an old puppet to you, but I'm not here to fight you…I'm here to help Cloud." Riku said.

"I don't need help! Just stay out of my way, Riku!" Cloud replied.

"How many times have you faced Sephiroth before now? How many of those times have you won? Answer me that and I'll leave!" Riku said as Cloud froze with a grimace on his face. Sephiroth merely remained patiently where he was, his toying smirk still spread across his face. He did however let a chuckle escape.

"What can I do, Riku? I just…I just can't stop him." Cloud said with a grimace.

"Face it, Cloud. You cannot survive without the darkness within you. Give in to it. Embrace it. Then it will all be over soon." Sephiroth said.

"He's right to a point, Cloud. Only a rare few like Kairi can live without the darkness in their hearts, but the rest of us generally accept the darkness that is within us. We live with it and accept it. Accepting it and embracing it are two different things." Riku said before noticing Sephiroth suddenly launch towards him. Riku blocked in time, the force of the blow launching both him and Sephiroth off the mesa.

"I'd like to see how well you live with your darkness. Show me." Sephiroth said with a smile before he launched Riku down towards the ground. Riku quickly activated his Keyblade Rider and managed to launch himself back up into the air towards Sephiroth before dismissing it back to its Keyblade form and locking swords with the One Winged Angel.

"Oh, where did you find this strength?" Sephiroth asked with dark curiosity.

"It's because I've accepted my darkness. I'm not afraid of you." Riku replied before leaping over Sephiroth and landing back on the mesa. He quickly turned and fired off a Thundaga before Sephiroth caught up with him, the two exchanging fierce blows at lightning fast speeds, sending off a shower of sparks every time their swords connected until finally Sephiroth pulled back and took a fierce swing, sending a wave of three vertical beams of blue light at Riku. Riku quickly dodged them and hurled another Thundaga at Sephiroth but it was deflected. It was enough for Riku, however to enter his tier one unique Command Style, Road Walker.

"You're not going to win this time, Sephiroth!" Riku said as Sephiroth chuckled.

"You can try but you'll find only despair awaits you no matter the outcome." Sephiroth said before blindly spinning around and blocking a blow from Cloud.

"That's enough, out of you Sephiroth!" Cloud said as Sephiroth chuckled again.

"You cannot escape from the darkness…you know that more than anyone, Cloud." Sephiroth said with a dark smile.

"You're right, Sephiroth. He cannot escape his darkness…no one can. But he can accept it like everyone else." Riku said. Cloud looked contemplative as he continued pressing against Sephiroth's sword. Sephiroth's smile vanished for a moment as he noticed the expression of Cloud's face. Sephiroth's gaze then turned towards Riku. Before any of them could blink, Sephiroth had knocked Cloud onto his back and came at Riku with eight fierce swings of his Masamune, his infamous Octaslash. Riku was overwhelmed by the sudden attack and knocked over the edge, embedding his Keyblade into the wall to keep from falling. He looked up and saw Sephiroth standing over him with his usual dark smile on his face.

"Tell me what you cherish most…give me the pleasure of taking it away." Sephiroth said as he pointed the tip of the Masamune down at Riku. Riku glared up at him as he started glowing with white-purple energy, making the One Winged Angel pause.

"I pity you. You just don't get it." Riku said before he pushed himself off the side of the mesa wall, and aimed his Keyblade at the One Winged Angel. Suddenly a glowing white, semi-transparent Keyblade appeared in his offhand. It was made of white angelic feathers for the shaft and guard, a small purple-red dragon wing for the tooth, a cyan blue eye coupling both pieces together but with the Heartless emblem still as the keychain. Riku aimed both blades at Sephiroth who watched curiously.

"There's nothing that I don't cherish!" Riku shouted before firing two bolts of energy from the two Keyblades, a bolt of darkness from the feathered Keyblade and a bolt of light from Way to Dawn. The two bolts swirled around each other as they flew towards Sephiroth, splitting off before coming at him from both sides. The bolts finally came together and exploded immediately on contact in a burst of light and dark energy, consuming Sephiroth in the blast. It was his third and final shoot lock, Shadow Flare.

"It's all up to you, Cloud." Riku said as he continued falling towards the ground, spinning in the air to land feet first on the ground, his armor bearing the full brunt of the damage. The armor dismissed itself as Riku looked up towards the mesa. Sephiroth was unscathed from the attack.

"Pathetic." Sephiroth said as he turned back towards Cloud. When he turned back he saw Cloud looking at him with an expression he hadn't seen before. Sephiroth furrowed his brow curiously as he tried to identify the expression.

"You and Riku are both right, Sephiroth. I cannot escape my darkness…but I can accept it." Cloud said as Sephiroth arched a curious eyebrow.

"How can you accomplish what you lack the knowledge to start?" Sephiroth asked with a smirk. He then felt a strange sensation overtake him, like his back was getting lighter. He glanced over at his lone wing on the right side of his back and to his shock, his wing was molting rapidly.

"I can start…by not being afraid of you anymore." Cloud said as he grabbed the bandages on his sword, and with one tug, the bandages came loose and fell to the ground, revealing a shimmering silver multi-part sword. Sephiroth quickly knelt down and charged at him.

"That's enough!" he said but before he could attack, a fierce upward swing from Cloud, knocked him into the air. He looked down and saw Cloud chasing after him.

"There's nothing in these worlds I don't cherish, either!" Cloud said as he spun his sword overhead for a second before swinging it forward towards Sephiroth, causing the blade to glow a light blue and all six parts of the blade disassemble and take their place in a hovering circle around Sephiroth. The One Winged Angel looked around in disbelief at what was happening. Cloud proceeded to grab the first blade and fly straight at Sephiroth, striking him across the stomach. Then he grabbed the second blade and struck again. He did this a total of five times before grabbing the sixth blade and flying up overhead Sephiroth and coming down with a fierce blow that caused the five remaining blades to fall down along with him. Cloud landed feet first on the mesa, holding the base of his sword in his hand while the five additional blades embedded themselves in the ground around him in a circle. (A/N: Yes that was Omnislash)

"Stay where you belong…in my memories." Cloud said as he looked up at Sephiroth who was becoming blurry and semi-transparent. (End Battle Music) Sephiroth merely smiled down at him.

"I will…never…be a memory." Sephiroth said before becoming consumed in a cloud of darkness and vanishing. Cloud continued staring up at where Sephiroth had vanished, not noticing as Riku arrived back on top of the mesa via Keyblade Rider.

"You've only taken the first steps, Cloud. Stay close with your friends and cherish them always. Then Sephiroth won't even be able to touch you." Riku said as Cloud looked at him, allowing a small smile to appear on his face.

"Thank you…Riku." Cloud said as Riku smirked and nodded. What happened next, however, caught them completely off guard…

Meanwhile…

Sora and Aqua burst into the empty courtyard of the castle, running straight towards the main hall of the castle.

"Are you sure this is the right way?" Aqua asked as she followed Sora inside.

"Positive. This is where the X-Blade twins are." Sora said, causing Aqua to pause.

"Twins?" She asked. Before Sora could reply, the entire castle started shaking. Amidst the shaking they could hear the growling of what sounded like a feral beast growling in pain. Then they saw, piercing through the shadows was four massive glowing yellow eyes so close together that one pair was practically on top of the other.

"I think they've changed a bit since I last saw them." Sora said as he and Aqua backed up towards the still open doors. They then saw a massive black hand with hideous white claws and a large metal bracer around its wrist with what appeared to be the links to a large broken chain dangling from it slammed down onto the ground near them. A large right hand with matching bracer slammed down soon after it. Then, from the shadows crawled a massive four eyed beast with a large grey metal helmet that covered almost all of its face except for a large mouth with rows of teeth that looked almost exactly like the X-Blade's incomplete form. In the center of the helmet, between the eyes, was the symbol for Kai.

"It's the X-Blade fragments! For everyone of the Keyblades that fall, the X-Blade fragment that gave them their human form is purged, and for every fragment that's purged, the incomplete X-Blade becomes even more unstable!" Aqua explained as the doors to the main hall slammed shut.

"How do we know when all the fragments have been purged?" Sora asked as Aqua shrugged.

"It beats me, but we might as well do what we can to soften this thing up for the final blow! You ready Sora?" Aqua asked as Sora nodded.

"Ready!" Sora replied as they both dropped into their battle stances.

"Then let's do this!" Aqua said before they both charged at the X-Blade, not at all sure what would happen, yet confident that they would succeed.

End Chapter 38.