Larxene sighed, "Whew... Throwing that battle wore me out."

"Really? It looked to me like you just plain lost to me, or did you get those burns because you felt sorry for him." Axel smirked.

Larxene glared at him. "How dare you! You don't appreciate the nuances of-"

"An ungainly effort."

"Huh?" Larxene and Axel glanced behind to see a man with dirty blond hair and wearing a black coat appearing in the room with a disapproving expression on his face.

"Vexen." Axel greeted.

"How could you be humbled by someone of such limited significance? You shame the Organization."

Larxene grumbled to herself, about to say something as Axel then stepped in front of her to interrupt what she was about to say.

"How can we help you, Vexen? It's not very often we see you topside."

"Marluxia has intrigued me with his plans. You obviously believe this Sora has much potential, but I remain unconvinced he is truly worth such coddling. I think an experiment would show if he really is of any value to us."

"Hmph." Larxene smirked, "Here we go again. It's just an excuse so you can carry out your little experiments. That's all.

"I am a scientist after all. Experiments come with the field." Vexen remarked with a deadpanned expression.

Axel just sighed, shrugging his shoulders, "Whatever. You can do what you want. But you know, Sora is more capable than he appears, just ask Larxene." He smirked as he could feel the anger radiating off of the woman behind him.

"Hmm...then perhaps he may prove to be of some use in further developing the replica."

"You mean your toy?

"He is the product of pure research, given time he could become a great asset to the Organization."

"What he actually is, is just a little toy for you to tinker around with." Larxene remarked.

Vexen was taken aback slightly, glaring slightly."He is the product of pure research, thusly, it would be natural if he were to break or make mistakes. You, on the other hand, have no excuse, Larxene." he smirked.

Larxene bared her fangs, summoning her weapons to attack but halted as Axel placed his hand on her shoulder. "Save it for round two." Causing her to pout as she shrugged him away. "Anyway... Since you came all this way, you're gonna need this. A humble gift to my elder. I hope you use it to put on a very good show." Axel said throwing 2 cards at Vexen who eyed the black card in interest as it radiated a dark aura.

"Intriguing...where did you get this?"

Axel smirked, crossing his arms. "One holds the precious memories of Sora and Riku's friendship; the other is their destruction, Sora's darkest memories. Naminé found it locked away in the depths of his heart. I'm sure that you both could find some use for it."

Vexen glanced at the card, a sinister smile drawing on his lips, knowing exactly what to do with such a opportunity.

"It's just a card. What good is that?"

All turned to see the replica of Riku walking in from the shadows.

"With a little help from Naminé, you'll have all the real Riku's memories. Maybe we can get her to make you forget you're nothing but a fake. In other words, we'll remake your heart so you can be-exactly the same as the real Riku, 'kay?" Larxene informed with a condescending tone in her voice.

Replica was taken aback, partially offended by their intent. "You want to remake my heart?! The real Riku is a wimp who's afraid of the dark! What do I want with the heart of a loser?!

"Any objections, Vexen? After all, you do want to test Sora, don't you?" Larxene asked.

Vexen simply shrugged, "It must be done."

Riku Replica flinched openly, taking a step back "How can you? Are you betraying me?!"

"Betraying you? Dear boy, I could only betray you if you had any semblance of "being" to begin with. All you are is just a puppet given purpose, and now your purpose is to turn your weapon against that boy."

The replica gripped his fist, glancing towards Naminé who didn't so much as acknowledge his existence. "But-"

"Relax, kiddo. I don't think it's going to hurt that much!" Larxene chuckled

"I'll hurt YOU!" Replica snapped as he dashed towards Larxene with his weapon drawn, but she knocked him back with a powerful lightning spell, knocking him against the wall as Larxene cackled in amusement.

"Stupid little toy! Think you could defeat me? Where would you ever get a thought like that?" The Riku Replica looked up in fear as Larxene began walking towards him with a sadistic expression on her face. "But- hey, look on the bright side. Along with everything else in your head, Naminé will erase the memory of me knocking you flat. Instead, she will implant the loveliest little memories you could ever hope for! It's no big deal if they're all lies."

"No...NOOO!" The Riku Replica cried out as everything went dark for him.

Naminé only turned away as Larxene dealt with the replica, now scratching away the picture of Riku from the drawing of the four friends with a red crayon. Leaving only her and Sora next to each other, holding hands.


Riku stepped through the door and into the dark grotto of Ursala's undersea cavern. He flinched back suddenly as the sea witch appeared before him, a colossal size, wearing the crown and holding the weapon of the sea king. He summoned his weapon of darkness as she cackled at him, preparing to destroy him.

"Where exactly did you go?" He questioned to himself as the witch attacked him with an arsenal of magic at her disposal.


Axel looked up at the pod with a blank expression on his face, looking at the Riku Replica "sleeping" within the chamber. He could hear Naminé scribbling something in her notebook all this time, never once glancing towards the replica.

"Feeling guilty?" Axel asked half jokingly.

The sound of scribbling never wavered.

"Hm." Axel shrugged his shoulders as he was about to leave through a dark void.

"Can I meet him?"

Axel turned his head back towards Naminé who stopped scribbling in her notebook, her hands folded in her lap. He smiled, bemused at her request, "You're going to see him soon enough aren't you?"

"Not Sora." She shook her head as Axel fully turned towards her, now curious. "Number 13," She recited. "The boy with the keyblade."

Axel narrowed his eyes towards the nobody. "Why?"

She gripped the edge of her notebook as she could feel Axel's gaze fully on her now, "Because, I want to know why. I'm her shadow, yet it's he who has the key. Why I have to be trapped while he gets to join the ranks."

Axel scoffed, " If you think about it for a second, then you'd realize how ridiculous you sound. Our Lord placed you two exactly where you need to me. You, helping us within this castle, and him outside collecting hearts. As for your first question," he crossed his arms, his tone becoming more serious. "That's on a need to know basis, and you don't."

"Is it because you care for him?"

"Care? We're nobodies Naminé, we don't care about anything." Axel reminded her as he could see the shadow of the girl tense up.

"Then, if it came down to it, could you destroy him?"

"What?" The question caught him off guard as Naminé turned her head to him with a defiant expression on her face.

"Once Vexen's replica succeeds, then he will be disposed of right, just like I will be?" She said pressing forward.

"I see, so you want to meet him before that happens, is that it?" He got his answer through her silence, sighing in exasperation, "Everything the organization does is to regain our old hearts. Tools, like you and like Roxas are stepping stones to gain what we've true nobodies have lost."

"You care about his well being enough to silence Larxene when she speaks ill of him, Marluxia as well. So, what will you do when he will be disposed of?" She asked as Axel's tone turned grim.

"I wouldn't think twice about it. After all, no one would miss you, nor him."

Naminé grimaced as she hung her head, shutting her eyes closed as his words stung.

" We're only shadows of our former selves Naminé, get it memorized." Axel reminded her as he turned his back to her, walking towards the door as he left her alone with the replica.


As the sea witch fell by Riku's power, disappearing into darkness, he noticed there was a light coming from above him. From above the cavern was the light from the ocean and sky above him. Even within the memory, this place was protected by a barrier of magic, keeping almost all light away.

He couldn't help but reach for a lingering light within the distance, recalling the replica's words as he glanced towards it. A long time ago, he could sense whenever Sora was nearby, Kairi as well. But here, within this confusing castle, his memories felt scattered, hazy. As any previous memory of them was covered within a fog.

"Am I forgetting them?" He questioned to himself, no longer reaching for the light, standing within a dark abyss of ocean. But immediately shook away the thoughts, "No, I would never forget them, no matter what." He reaffirmed as he stepped forwards towards the next door.


"Congratulations Naminé, you're one step closer to bringing Sora to you. Isn't that nice?" Larxene remarked as the petite girl sat in front of her. "Aw, why so glum? Is there something that's been troubling you? Are you feeling awful about tinkering with Sora's memory? Or maybe you-"

"Cut it out, Larxene."

The nymph looked back, unimpressed as the Replica walked towards them. "Naminé doesn't want to remember Sora."

Larxene smiled knowingly, "Oh, is that so?"

The Replica ignored her, kneeling down in front of Naminé to catch her gaze. "Don't worry. Whatever's hurting you, I'll make it go away." He said as he took out the good luck charm with a smile on his face, "Don't you remember? I promised that I'd always protect you." The replica felt fondness glancing at his most precious friend, but his heart sank as she didn't even lift her head to look at him. "If you're worried don't be, I'll handle Sora." he noticed her flinch slightly at their friend's name, infuriating him slightly as he gripped the charm tighter. "See ya." He murmured as he walked towards the door out of the room.

Larxene couldn't hold back her cackling as the replica left the room. " That's just amazing! It's almost like you completely made his heart from scratch. Nice touch with the good luck charm. I didn't know you could use memories to transform objects like cards into keepsakes. You used the same trick on Sora, right? You changed Kairi's good luck charm with your magic, didn't you? It won't be long before Sora forgets about Kairi completely, and then he'll be-"

Naminé gripped her notebook at those words. "He won't forget."

"Hm?"

Naminé lifted her head slightly, "No matter how much I change his memory, Sora will never forget Kairi. Memories of me- More false memories of me will just make his feelings for Kairi even stronger than before."

"So? That's your incentive," Larxene smirked, "do a good job rewriting Sora's heart and you just won't be that girl's shadow anymore, you'll be your own little person just like you wanted. Unless," Larxene pressed her lips into a knowing smile, tapping her cheek thoughtfully as she could almost see Naminé squirm in her seat. "that's what you want us to think."

"Whatever, but you should know," Naminé glanced up at Larxene, a semblance of anger flashing in her eyes as the woman still smiled. "One way or another if you step out of line, you'll be left all alone again." Larxene chided, laughing in amusement as she disappeared into a void of darkness, leaving Naminé alone in the picture that Naminé drew. The one with the four friends, now with Kairi scratched out in red, leaving only her and Sora within the picture as she glanced at the cage always placed over her head.


Notes:

Added dialogue between Axel and Naminé within a segway chapter.

Awe man, I am gonna hurt Axel so bad down the line.

And yeah, Riku had a minor role in this chap, but not for long.

Ursala will be explained. Later.