Kingdom Hearts belong to Square Enix and Disney.

Skullgirls belongs to Lab Zero (Formerly) and Future Club.

Chapter 4: Memories

[Location: Meridian Streets]

Night

"W-wait a minute." She panted heavily, as she has been following Sora for miles non stop running. "...Can't we stop here for a minute?"

"Sure." He quickly responds as he stops and sees Filia breathing heavily, checking if she's alright. "Are you okay?"

"Yeah… I didn't know you run so fast…" She said as she bends her knees and starts to breathe.

"He he… Sorry about that." Sora nervously said, closing his eyes and scratching his forehead.

"Do you know exactly where we were exactly?" Samson whispered, while hiding her hat. "We've been here for almost an hour. Do you always get in these situations?"

"Well…" He said, rubbing his cheek as he gives a thought of it, but then he got cut off by Samson.

"Should've known, guess we're doing this my way." Samson sighed. As he started to grow a body, arms and legs taking his bipedal form. He stood upright as Filia dangled behind him, he was taller than Filia herself so her feet would naturally be off the ground when Samson used his form. "Get some rest kid. Follow me and try not to get lost!"

"Hey, wait a minute I thought that…" Sora whispered. As he sees Samson run out the street, While Filia gives a 'Just go with it.' expression. He sighed as he followed them.

Later

After they searched around the town trying to find her memories, with Sora's aid he's able to handled those creatures very easily, though despite 'finding her memories' Samson caused a lot of damage by beating everyone if they knew about her, which confused and dumbstruck Sora a bit by Samson's actions.

"I'M GIVING YOU ONE LAST CHANCE DID YOU KNOW HER!?" Samson yelled as he used his deep voice, Which made the man look scared.

"I'm telling you I don't know!" Man cried. Which made Samson throw the guy as far as he could, the man fled away without looking back as if they were following him.

"Idiot! Nobody got information about her. Guess those interrogations won't help." He calmed a bit, reverting back to his normal form.

"I thought we're trying to find her memories, not only that you beat everyone senseless!" He replied.

"You were kinda rough on them don't you think?" She added, giving the reactions, she didn't like it.

"Hey c'mon those guys had it coming. And besides we haven't gotten anything about her."

"Whatever" Sora said, ending this argument, as they headed back to home an unknown person landed on the ground as if it jumped at the tallest building right behind them, they looked at the person with a surprise.

She has pale looking skin with veins that can be notice and pins in her shoulders and upper legs, she also has shackles in her wrist, foot and even her neck, she wears a tattered clothing but revealing her behind, she has a mask with a cross with red eyes that similar to Filia, the only noticeable was behind her back she has four blades that looks like a shuriken which attaches her back.

"FIL-I-AAAAAAA!" Girl with a deep voice yelled, knowing her name. Which shocks them that this thing knows her name.

"Um I think she knows your name." Sora said, summoning his keyblade, readyed his battle stance.

"...Get ready, Filia! I don't think we can get away from that thing." Samson said, a bit shocked, that thing knew her name.

"Ready, Samson!" She replied, readyed her battle stance. But figuring out why she knew her name, she thought. "But why does she know me!?"

[Information: Defeat the Masked girl]

Kingdom Hearts II Ost: Desire for all that is lost

Masked girl charge at them but they quickly split in different directions. But the Masked girl used her blade aiming directly at Sora but he quickly reacted. Leaving an open on masked girl, Samson sproughted his large wings, using them Filia jumped high as she could and launched herself toward the masked girl, getting a direct hit.

Masked girl recovered a bit and started to make a weapon to spin really fast causing a powerful wind directly at him, as he tried his best to block the wind, giving an opening the girl started charging at him and giving an uppercut to his chin and flew away like a ragdoll.

"Sora!" Filia yelled, getting Sora to woke up, starting to opening his eyes and see that he was falling to the ground, activation his flowmotion and summoning blizzard at the ground slide making him safely land, while Filia is trying to distract her with all out attack of her own, He sees an opening he summon fire at the tip of his keyblade ready to fire. "Samson, I need Filia to move away!" He quickly nodded seeing what he's doing, as they moved away while the masked girl started to look at Sora. Ready to fire, he shouted. "Fire!" A small fireball came out of his weapon, with no reaction the fire hit directly at the girl, thus pushing a few feet away from them, she bent her knees and fell down on the ground.

[Music Stops]

As they were catching their breathing, Sora spoke. "W-we did it." He turned his head and looked at them. "Are you two alright?"

"Just a few bruises but were fine." Filia said, rubbing her arm, but she changes the subject. "But did she know about me?"

"C'mon, we better get butts outta here or that thing wakes up!" Samson quickly replied, not wanting Filia or Sora to get any further of this.

The girl on the ground began to move once more.

"...Damn it, she's getting up!" Samson yelled in his worried tone, while Sora prepared his battle stance.

The girl could barely stand as she held her stomach in pain from that fireball attack.

"F-filia… It's me! Carol!" She spoke, trying to stand.

"Carol?" She questioned, her head is starting to get a headache. She starts bend her knees and

"Filia, are you alright?" He worried, dismissing his keyblade and heading towards her.

A closer glimpse of the girl's deranged face, which resulted in a few images in filia's mind as if remembering a piece of her past. Which snapped out of Filia's mind, the only thing she remembers is the girl's name 'Carol'.

"Carol… Is that you?" She questioned, finally remembering her name.

"You remember me Filia?" Carol smiled weakly but then turned concerned. "I need t-" She cut off her sentence as if her head is starting to hurt as if someone was talking in her head.

[Location: Carol's mind]

Kingdom Hearts DDD Ost: Early years

"Painwheel, your mission is to collect the creatures, not only you failed this mission but got bested by two teenagers. Get back to the lab, so I can make a few modifications to improve you better."

"No... You can't make me." She refused to go back to the lab.

"You're disobeying me… Go back to the lab NOW!"

"I said no!"

"Guess I have no choice… Override code sector 36E-25-40 activated."

[Music Stops]

[Location: Meridian Streets]

"AAAAHHHHH" Carol screamed in pain, the code is starting to control her.

"Carol, are you alright?" Filia said, looking concerned for her friend, as she steps closer to her.

"No… stay back." She protested as she tried to fight it, the code completely controlled her thus making her emotionless. As Filia got closer to her, she clenched her fist ready to attack.

"Um Filia i think you shou-" Samson cutted, without reaction to that, Carol punched Filia so hard that she knocked out giving a few feet and crashed at the wall knocking him out as well.

"Filia!" Sora yelled, he headed towards her to see if she was fine. As he looked around and saw that the girl was gone without the scene. He examined her a bit, she got a few bruises and small blood on her forehead. "Hope this works... " He stood up and summoned his keyblade and cast cure on her. "Heal!" A green aura appears around her, as as the aura starts to disappear as well as her bruises are gone but still has a mark on her head, he then checks her if she is fine, she is still breathing much to his relief.

"Hang in there, Filia." He whispered, as he picked her up like a bride style and headed back to the restaurant where she needs to rest.

Unbeknownst to Sora, Carol is at the top of the building watching them for a bit, then she heads back to the Lab.

[Location: Yu-Wan's Restaurant]

Bit Later

"Were almost there." He thought, seeing the restaurant as he headed there. Opening the door with one hand. "Yu-Wan, you there?" Asked but no ones there, but he sees a note from the wall.

"Dear Filia or Sora, If you're reading this I went off to bed. From Yu-Wan."

"Darn!" He thought, as he headed to her room to place there, safely placing her in the bed. "Okay then, think what would mom do in these situations?" Putting his hand on chin in thought, exiting Filia's room not closing it. Suddenly got a thought. "Got it, there should be a med-kit in the kitchen."

He headed to the kitchen room and started looking for it, he found the medkit the head back to her room much to his relief, then he started to grab bandages and placed her forehead. After he cleans her up, feeling drowsy he gets out of her room and heads back to his room, then lays on his bed and closes his eyes shut and goes to sleep.

[Location: Lab]

"I can't believe you haven't captured those creatures!" He yelled as he talked to himself, as he slammed at the table in anger. He quickly calmed down a bit. "No matter, it was my mistake that I sent a lab rat to do work." Heading to the computer table, thinking a few modifications to improve her better next time. As he starts developing for her, whereas to her, she is at the cell where she was at, freeing the override code, feeling regretted that she saw action she did.

"I'm sorry… Filia." She whispered, looked down at the floor with a small tear drop through her mask.

Meanwhile

Almost Noon

"Ughh my head." She suddenly woke up, rubbing her forehead to check to see it's fine. Realizing Sora brought her here in her room, she'll thank him for that later.

"Huh, strange I didn't have that weird dream." She thought quickly realizing it, she's not having the same dream she had yesterday.

She then started to see if Samson woke, she whispered. "Hey Samson, you awake?" Thus making him wake up.

"Mmm damn that hit..." He mumbled, rubbing his face. "You alright?"

"Yeah, i'm alright." She replied, but was saddened. "But why did she attack though? I thought she was fine for a second but until..."

"I don't know." He answered as he closed his eyes, then he saw her feeling down a bit, he tried to change a subject. "Hey how about we should head to the kitchen and grab something to eat."

"Okay…" She sighed as she got up from her bed and exited the room, heading to the kitchen and saw that the outside of the restaurant was a little messy as if someone was fighting, seeing three of them cleaning up except Sora wasn't here, she checked on them to see what's going on.

"What happened here?" She asked as she examined this place. A feline friend who broke the silence and spoke.

"Welp, guess I should start beginning." Ms. Fortune said as she started to explain how it began.

[Update Characters]

Carol aka Painwheel: Filia's best friend, who seems to know alot about her, quite possibly the only one?

[Note: For a clarification on Chapter 3 for Filia getting the keyblade. The answer is No, this wasn't part of my planning nor originally, as I read it carefully it does make sense that i'm going to do it, future chapters will explain why she holds the keyblade a bit *cough temporary*. The reason why it took so long was because I'm doing a multiple of things like, personal problems, making a Cover art, writing a oneshot, etc.]

Originally I wanted to include Cerebella in this chapter but I decided to do it in the next chapter. Also I want to know what your thoughts on this cover art that I've been working on (Already posted on Deviantart in case of full resolution). Thanks for reading!