The steel door creaked with a deafening clamour as both Sora and Goofy mustered all their strength to open it. Strangely enough, the occupants inside the laboratory hardly batted an eye at the sound of the door, nor at the sight of the four visitors; they were much too preoccupied with their work. The four of them exchanged confused glances. The locals here were certainly a special type of strange…

A short, pale doctor, sitting in a wheelchair, tinkered with some equipment at his desk. He groaned as the liquid in the machines and tubes by his desk gurgled and hissed, scratching his head as he pondered over his book. Beside him stood a massive examination table, where a ghost-like Heartless lay unconscious, surrounded by various pieces of laboratory equipment. Papers and books lay strewn on the floor rather than in their rightful place on the shelves of the bookcase, and a steel mechanism hung from the ceiling above the examination table, pointed directly at the immobile Heartless.

Jack Skellington stood by the doctor's side, scratching his head. "I don't understand… Maybe the guidance system was damaged in the explosion?"

The doctor slammed his hands on the table, snarling at Jack. "Nonsense! My devices are flawless!" he cried, clearly offended.

The group jumped at his sudden outburst, yet Jack seemed unfazed; perhaps he was used to it. "Here's an idea!" he said, ignoring the doctor's protests, "The Heartless need a heart! Ingenious, I can't believe we haven't thought of that before! Doctor, do you think we can add a heart to that device?"

The doctor laughed, amused by Jack's naivety. "Certainly. A heart's not all that complicated."

"Says him," Donald said in a whisper as he narrowed his eyes and crossed his arms.

The doctor rode his motorized wheelchair to the examination table, picking out a few interesting pieces from the pile of equipment. He laid them out in a straight line, with the final item being an oddly-pulsing, heart-shaped container. The container was covered in chains and sealed shut with a lock.

"Confound it!" the doctor cried, smacking the container, "We need the key to this thing first…"

Without missing a beat, Sora summoned his Keyblade in a small flash of light, eager to help. Donald gasped, tapping his arm urgently. "Are you serious? You're going to unlock it for them?"

"Why not?" Sora asked, "If they succeed, we won't have to fight the Heartless, right? Besides, I want to see the Heartless dance again. Don't you?"

"And what if they don't succeed?"

He sighed heavily as Sora ignored him and approached the container, raising his Keyblade. Akira shrugged her shoulders, offering the duck a dry smile, "I guess we'll cross that bridge when we come to it."

In a small flash of light, Sora easily unlocked the container, grinning smugly as Jack Skellington marvelled at his skill. "My word! That was amazing!" he said as he approached the Keyblade master, "What is your name?"

"Sora."

Jack smiled, putting a hand on the teen's shoulder. "Well, Sora, that was quite an amazing trick. Not to mention, you certainly look the part… I'd like for you to be part of this year's Halloween!"

"He could at least introduce us as well…" Donald grumbled, tapping his foot on the ground impatiently.

Sora beamed at Jack, excited about his gracious and sudden offer. "That would be amazing! But… why is this Heartless here?"

"Oh, the Heartless came just recently. What's frustrating is I can't get them to dance with me. So, the doctor and I are trying to improve the guidance system. He's quite a genius!"

Jack guided Sora over to the other end of the examination table, showing him the items the doctor had laid out that were required to create a heart.

"First, we will need a pulse."

A frog lay on its back, croaking rhythmically.

"Terror."

A massive spider twitched its legs.

"Fear."

The doctor scratched his fingernails on a pane of glass that lay on the table, making an unsettling screech.

"Hope and despair."

Two snakes lay on the table, their mouths on each other's tails as they formed a perfect circle.

"Mix them all together, and we have a heart!"

"Not quite," the doctor said sternly as he raised his eyes from his research paper, "We are still missing a few ingredients. One listed here is 'Memory'."

Jack scratched his chin, lost in thought. He had an idea of what he could use, but he was unsure if it would work. "Memory… perhaps as in, say, an old memory of ours?"

The doctor flicked open his skull cap and, quite literally, scratched his brain. The sight almost made Donald hurl. "Hm, I'm not sure I understand, Jack," the doctor responded.

"One moment!"

Jack scurried over to the bookcase, pulling the entire piece of furniture to the side and reached behind it. He pulled out a multitude of icons, paintings, and portraits, flicking through them until he found the one he was looking for. He pulled out a moderately sized portrait and excitedly carried it to the doctor, flipping it around for all to see. "What do you think?"

In an instant, a sharp pain shot through Akira's head, making it impossible to stand. She grabbed her head with one hand, feeling as if a thousand blades pierced at her nerves. Before she lost her balance, her staff materialized in her hand, allowing her to prop herself up as she lost the feeling in her legs. She fell to one knee, clutching onto her staff and trying to hold herself up as much as she possibly could. Even though the pain felt more like a passing flash than a persistent ache, it had rattled her senses so thoroughly, she had difficulty processing even the smallest things.

Donald forcefully grabbed her arm and attempted to pull her back to her feet. "What happened?"

She shook her head. "I don't know. It felt like… someone just stabbed my head…"

Goofy grasped her other arm and helped her stand up. "Gawrsh, are you okay?"

"I… think so," she said in a daze. She still felt the remnants of the painful flash, but she could already feel her body recovering from the sudden attack. She was able to stand on two feet and keep herself straight again.

"Maybe you're hungry," Donald suggested, "We'll get you some food when we get a chance."

She chuckled, slightly out of breath. "Thanks."

She wasn't hungry. She didn't need to eat, though it was nice of him to offer. It didn't feel like the type of physical pain one would feel when their bodies would fail them. It was almost a surreal, out of body experience. Even if it only lasted a moment, she almost felt like she wasn't even there.

That looked painful.

In the moment, she barely had the power to even comprehend what was happening, let alone keep herself from falling over. She never summoned her staff; it came of its own will.

"Thank you," she mouthed softly.

…You're welcome.

Thankfully, her momentary loss of footing made little to no noise at all, saving her the inconvenience of having five other people fawning over whether she was okay or not. After all, they hadn't even been introduced to Jack or the doctor yet; she couldn't imagine the embarrassment of having that situation be their first meeting.

Up ahead at the examination table, Sora was scratching his chin, perplexed. "This is… 'memory'?"

Jack looked down at the portrait. "I figured it might work. It's a portrait of someone who used to live in this town long ago, hence 'memory'."

Sora squinted at the portrait in Jack's hands, trying to make out the finer details. Time had left its mark on the image, the colours bleeding into each other in an oddly coherent mess. Yet, even amidst its age, Sora was able to make out the face of an elegant, blue-eyed woman with short auburn locks and a stoic expression. "Who is she?" he asked.

"Only the greatest trick-or-treater Halloween Town has ever known," Jack explained with an exaggerated hand gestures, "Revered by many; some even referred to her as a 'Queen of Halloween' of sorts. She was always on top of every detail when it came to planning our Halloween festivities. The children simply adored her. In fact, she had a family of her own as well."

"So, how is she a memory?"

Jack pondered for a moment. "She simply disappeared; all three of them, in fact. No one is exactly sure what happened, although some conspiracy theorists do believe Oogie Boogie may have been involved… Regardless, despite our best efforts, we never found them. And not a soul has seen them since."

Sora brought his hand to his chin, gazing at the floor while he entertained a strange thought. They couldn't have possibly been taken by the Heartless… could they?

"Ah yes, I recall," the doctor said, raising his eyes from his book, "It was a sombre day for our town. But, despite that, I'm sorry to say that portrait will not work, Jack."

"It won't? Why not?" Jack gasped.

"It was certainly a good idea, but it is simply a representation of a memory; my experiment needs a tangible depiction of the concept of memory as a whole."

"I see," Jack responded, scratching his chin, "That's unfortunate. Do you have any other ideas, doctor?"

"I do, if a certain someone was here for once," he said bitterly. He drove his mechanical wheelchair to the foot of a narrow set of stairs and yelled loudly. "Sally? Sally! Sally!"

Yet the second floor remained silent, no trace of the famous Sally in sight. The doctor angrily smacked his fist on the handle of his chair. "Good for nothing girl! I don't know why I bothered creating her!"

Jack made a soothing gesture with his hands, attempting to calm him down. "Now, now, doctor, I'm sure she couldn't have gone very far."

The doctor sighed. "Yes, you're right. See if you could track her down, Jack; she certainly has the memory we need."

"No problem," Jack said with a smile as he turned to face his new friend, "Sora, would you like to come along as well? It would do you good to see the town and meet some of the residents before you take part in our Halloween extravaganza!"

"Sure!" he responded, his excitement rising.

"Excellent! Now, we should check the graveyard first before going to – oh?" he said in surprise when he laid eyes on the three other unsuspecting visitors at the entrance, "And who might you be?"

If Donald's jaw fell any lower, it would have hit the floor. "He seriously… didn't notice until now?" he asked with flared nostrils as Akira and Goofy apprehensively waved at them.

Sora laughed nervously. "Oh! Ha-ha, right… Jack, these are my friends: Akira, Donald, and Goofy."

"Thank you for finally noticing," Donald mumbled bitterly, tapping his foot on the ground.

"Well, the more the merrier," Jack said with a smile, "And how terrifying you all look! It's an honour to meet you all. Now, if you'll follow me, I'll show you around!"

They stepped aside and allowed Jack to pass. Goofy and Akira watched in awe as the Pumpkin King effortlessly opened the heavy steel door that had given them so much trouble when they first entered, pondering what sort of witchcraft he used to be able to move something so heavy without any muscle, and quite literally at that. Donald, on the other hand, narrowed his eyes at Sora as he followed behind them, still disappointed. "Didn't think you'd be smug enough to forget about us," he quacked.

Sora chuckled, placing his hands behind his head. "Aw, come on, Donald, you guys could have introduced yourselves! Everyone is so nice here; and don't you want to be part of the Halloween celebration?"

"Can't say I was ever fond of that holiday," he answered with a frown, "Don't forget why we're here!"

"I know, I know, fighting the Heartless, searching for the King and our friends…" he said as he rolled his eyes, "Can't we have just a little bit of fun every once in a while?"

"Akira certainly isn't having fun," he quacked, "She fell over; almost passed out."

Sora stopped in his tracks, allowing his arms to drop to his sides. "What? What do you mean?"

"She fell over; almost gave me a heart attack. If you see any food kiosks, buy her something, will you? She's probably lightheaded from hunger. And nothing with bugs in it!"

Donald waddled over to catch up with Jack, who seemed to be having a spirited conversation with Akira and Goofy. From afar, it was impossible to tell she hadn't been feeling well; she was all smiles and laughter as Jack showed them the landmarks and the buildings of the town. Sora sighed; maybe he was too wrapped up in all the excitement. He scurried over to join up with them, taking in a deep breath. He made a mental note to be more perceptive of their needs; although, there was still one irritating thought that kept worming itself back into his mind.

"Why didn't she tell me?"

"The graveyard is just past those stairs at the end of the plaza," Jack explained, pointing towards the other end of the street, "And this is our main street. Merchants put up shop once a day and sell their goods. Some of the finest items in Halloween Town can be bought here!"

He gracefully posed his arms, introducing the street and all its marvels to his new comrades. They appreciated his enthusiasm, but the marketplace was unlike any they had ever seen; decaying wooden stalls and dying plants lined the cobblestone street, the dim streetlamps doing nothing to help the already sombre scenery. A small, four-piece band played a solemn dirge beside a dried-up fountain, adding fitting music to the scenery. Yet, even with the almost depressing atmosphere, the streets and markets looked lively and animated; the townspeople exchanged smiles and pleasantries as they went about their day, a stark contrast to their surroundings. Akira couldn't help but chuckle; this really was a marketplace fit for a place called Halloween Town.

Jack pulled a coin from his pocket and tossed it into the basket the band had laid out for donations. "Come along, everyone; let's not forget the reason why we're here!"

He marched through the plaza, offering a pleasant smile or a wave to all the townsfolk who greeted him. On the other hand, the group followed closely by his side, offering nervous smiles to those who stared at them as they walked beside the Pumpkin King. It was quite an experience to walk beside someone famous; they stayed huddled together in the hopes of avoiding too many awkward stares from the crowds.

As they followed Jack through the marketplace, Sora branched off towards a stall run by what seemed to be a bipedal sea serpent. His entire body was covered in green scales, with small fins protruding from the gills on the side of his head. His massive eyes rarely blinked as he placed small baskets of bat wings and rotting fish onto the counter, a few small teeth protruding from his mouth as he smacked his lips with his long tongue. Sora took a deep breath as he approached the stand. He must be crazy; completely bonkers and out of his mind…

"What can I get you, kid?" the shopkeeper asked as he bent over the counter, watching Sora's every move with his massive, glistening eyes.

"Um," Sora gulped, "Do you sell any food?"

The shopkeeper blinked. "Of course. Didn't you read the sign?"

He tapped at the sign above the stall. Sora nodded and chuckled nervously. The sign was so full of moss and decay, it was impossible to make out any of the writing on it. "Ha, of course. So, do you have anything without any, you know… bugs? Or spiders?"

"Ah, a vegetarian," the shopkeeper responded, "Well, lucky for you, I carry some of the finest quality worm-infested apples this side of Halloween Town."

Sora sighed heavily; what in the world did he get himself into? "Is it possible to get that without the worm?"

The shopkeeper blinked. "Uh… sure, I can get you that. They're made to order, so we don't usually add the worm until someone asks for it, to keep it fresh, you know?"

Sora nodded, his eyes wide as he debated the freshness of the rotting fish he had on his counter. The shopkeeper bent over and pulled the cover off a crate that was split down the middle by a plank of wood; the right side was filled with untouched apples, while the left held a plethora of worms. Sora shuddered as he reached into his pocket and pulled out three small clumps of munny.

"Uh, this is all I have to pay with…" he said, reaching out his hand, "Will this cover it?"

The shopkeeper gasped, almost dropping the apple in the process. "Certainly, but… are you sure?"

"Yes, it's all yours."

The shopkeeper gingerly took the munny into his hands as he handed Sora the apple, gazing at its metallic hue. "This is gold. Are you sure you only want the apple? I can definitely offer you some bat wings, or perhaps some fish eyes – "

"Uh, no, no, this is exactly what I wanted!" Sora said with a smile, "I appreciate it, thank you very much!"

Clutching the apple tightly in his hands, he gave the shopkeeper a small bow and hurried down the street, running towards Jack and his friends. As he dashed towards them, he couldn't help but smile. The locals here were an odd bunch, but they were nothing but kind. As for their food, well… Sora hoped the apple he had bought wasn't hiding any nasty surprises.

Meanwhile, the shopkeeper had swiftly hidden the munny in his leather purse, still shocked that he had earned almost an entire week's worth of income for a measly apple. He smiled brightly and greeted all the folk who passed by his stall, his mind racing with thoughts of how to spend his small fortune.

"Finally!" he muttered to himself, "I can afford that house in the swamp I've always wanted!"

Unlike the marketplace, the graveyard was completely empty, the distant echoes of the townsfolk being its only source of sound. It was almost unbelievable that a place so bustling and clamorous could neighbour such a desolate and lonely stretch of land. Twigs cracked beneath their feet as they walked further into the area, gazing at all the unmarked gravestones and half-expecting some dreadful creature to suddenly sprout from the ground. The very thought sent shivers down their spines. Jack came to a stop at the very centre of the graveyard, scratching his chin. "Now, where could she be…"

Akira's breath abruptly stopped, feeling a sense of immense dread and fear she had never felt before. Her eyes grew wide as she heard a vile sound reverberating in her left ear. Vile, or perhaps merely surprising; as the chills began to fade and as the sudden fear began to settle, she could make out the sound in her ear more clearly. An odd sound, like the sniffing of a –

"Dog?" she muttered, craning her neck to the left.

Her eyes met with the hollow cavities of empty eye sockets and a long canine nose softly touching hers; that is, it would be touching her nose had the dog not been a ghost. For its small frame, the dog was quite adorable, its body resembling nothing more than a ghostly tissue floating in the wind; its long ears perked up when it noticed she had seen it, barking happily at her.

"Oh, Zero!" Jack called, approaching the ghostly dog, "There you are."

Zero the dog barked cheerfully in response before swiftly floating in circles around Akira, whom held her hand out for him to glide around. He yapped incessantly as he zoomed around her before coming to a halt beside her hand, cradling his head underneath her palm and silently asking for a pat on his head. Akira pressed her lips together, trying not to laugh; his ghostly form passed right through her skin, making head pats all but impossible. Yet, he still pushed his head against her skin, panting happily.

"Zero loves visitors," Jack said with a smile, "He seems to have taken quite a liking to you."

Akira chuckled. "He's very cute."

Jack extended his bony index finger to his canine companion, lightly scratching his cheek despite his ghostly form. "Zero, I have a favour to ask you. Have you seen Sally?"

Zero softly opened his hollow eyes and perked his ears. He floated in front of Jack's face, letting out a small bark before drifting towards a tall statue beside Sora, disappearing behind it. They heard the sudden squeak of a startled woman, whom clutched the stone and poked her head out from behind the statue, eyeing them carefully. Sora took a step back in surprise; the woman had done such a good job hiding herself, they barely noticed her presence at all. She slowly rose from her hiding place when she perceived Jack, a familiar face among the group, and stepped forward into the clearing. The woman was the epitome of a ragdoll; stitches lined her joints and skin and a dark thread held all her limbs together. Her dress matched her skin, with fragmented patches of fabric stitched together at the strangest of places. Her larges eyes were lined with threaded eyelashes, and her dark brown hair flowed to her waist.

"Is something wrong, Jack?" she asked apprehensively, her eyes darting between each member of their group as she held a dried bouquet of flowers tightly against her chest.

"Aw, don't be afraid of us," Goofy said with a smile, "You must be Sally. It's nice to meet you; I'm Goofy."

Sora nodded beside her. "I'm Sora. Those two are Akira and Donald," he said as Akira gave a shy wave and Donald bowed to her. Sally relaxed her shoulders and nodded, feeling a small sense of relief; Jack wouldn't travel with shady characters. Then again, Jack hadn't been acting very normal as of late...

He all but ignored the pleasantries and quickly approached Sally, gesturing gracefully as he spoke to her. "Everything is going great! We are going to have the best Halloween ever. But to do so, we need your 'memory'."

"Memory?" she asked, perplexed, "Do you mean this?"

She raised the dried bouquet for all to see, and Goofy gasped when he laid eyes on the flowers. "A-hyuck, those are forget-me-nots!"

"Of course," Sora said, snapping his fingers, "Memory!"

Jack took the bouquet from her hands, grinning widely. "These are perfect! Thank you, Sally!"

Sally dropped her gaze, fiddling with her fingers as she struggled to make her feelings known. Bringing Jack such happiness filled her heart with joy, yet she still felt an awful heaviness within. "Jack, I have a bad feeling about this," she said with a shaky voice, "Why don't you try something else? There's still time."

"Nothing could beat what I have planned!" Jack responded, "Once we give the Heartless a heart, they'll dance just as I envision it."

"But, Jack, why not have these kids star in the festival instead? They look rather frightful, and funny too. They'd be so much better than the Heartless."

"But that is my genius idea! The festival will star my new friends here… dancing with the Heartless! Doesn't it sound wonderful?"

Sally sighed, at a loss for words; there was no convincing him when he put an idea in his head. Sensing her distress, Jack took her hands in his and softened his tone. "Trust me, you're going to love it," he said reassuringly.

With the bouquet in hand, he marched towards the gates leading up to the marketplace, holding it open for his friends as they walked over to join him. "Come, everyone," he said with a smile, "We have a heart to make!"

He passed through the gate, followed by Donald and Goofy, conversing merrily with them about his plans for the Halloween festivities and their role in his grand show. However, before Sora and Akira could follow, Sally tapped them on the shoulder, diverting their attention.

"I have a very bad feeling about this," she told them, "I know those Heartless are nothing but bad news."

Sora crossed his arms. "Well, you're not wrong about that. We've had to fight them quite a few times."

"To be honest, we're surprised Jack even managed to get them to become docile in the first place," Akira added.

"I see. If only Jack would reconsider… but he hasn't taken me seriously on this matter. I'm happy if he's happy but… I'm just so worried about him," she sighed.

Sora nodded with a soft smile. He could see she cared very deeply for Jack. "Okay, we'll do our best."

"Thank you," she said with gratitude, "And I will continue to do my best as well."

She gave them a soft nod as she took her leave, following the same path they had taken before towards the marketplace. Akira scratched the back of her head and inhaled deeply. "I know seeing the Heartless dance would be nice but… maybe it really isn't the best idea."

"I think we should wait until we can complete the heart; it would be amazing if we never had to fight Heartless again. And if the experiment fails, well then… we'll just spring into action like we always do!"

Akira laughed. "You're enthusiastic about this."

He brought his fist to his chest. "Someone's gotta be! Especially since, uh…"

She blinked as he tried to collect his words, realizing how he initially intended to end his sentence. "Donald told you?" she asked.

"Yeah," he responded with a nod, "Although, I think you should have been the one to say it…"

She sighed, relaxing her shoulders as she rolled her eyes. "You know, it wasn't that big of a deal; I'm sure he made it out to be something catastrophic."

"But it is a big deal. How are we supposed to help each other if we never talk about the bad things?"

She shifted her gaze, unable to come up with a response. Truth be told, she had never given it much thought; sure, Donald said the Gummi Ship only runs on happy faces, but she never did stop to ask herself if all was well. They had travelled far and wide, had met so many new friends, and seen wonders beyond her wildest dreams. So much to take in, but did it truly bring her joy? Or was it naught but a distraction from the heaviness she felt inside? She felt the pain of losing her home, her family, her friends; a scathing wound that wouldn't heal…

Yet, as she laid eyes on Sora's outstretched hand, offering her a gift with his wide and infectious grin, she felt the power a small gesture of kindness could have.

"Donald mentioned you might be hungry," he explained as she took the apple from his hand, "The shopkeeper promised me there weren't any bugs or spiders… or worms…"

"Bugs? Spiders…?" she said, blinking as her lips broke into a smile. How could she talk about the difficult things with him when he did things like this? When her friends were so kind and supportive, how could she even see them in the first place, let alone talk about them?

"Well, we will just have to see, won't we?" she said, bringing the apple to her face. With her eyes closed, she took a bite out of the apple, expecting a frightful trick. Yet, she couldn't help but laugh as she chewed on the sweet fruit, realizing it was nothing more than a simple treat.

Sora sighed with relief. "Thank goodness. I wasn't sure what to expect; the guy tried to sell me fish eyes!"

She put on her best shocked face. "And you got me this measly apple instead?"

Sora's jaw dropped, but no sound came out. He wasn't an idiot; he knew he was fooled. But the initial shocked look on his face was enough to send his friend into a fit of laughter at his expense. He sighed and shook his head. "Alright, okay, you got me. Now how about we get going? Donald is going to flip if he finds out we're missing."

She narrowed her eyes at him and took another bite out of her apple, smirking at him as she marched towards the open gate. She heard the loud clank of the gate as he closed it, keeping the apple near her face as she hid her smile. And to think, what such a small gesture could do…

That was very nice of him.

Goodness. The staff witnessed that entire interaction. What next?

She smiled as she gazed down at her almost fully-eaten apple. "He has always been very kind…"

Long after they had left the graveyard, three children leaped from their hiding spots behind large gravestones, giggling as they convened at the centre of the graveyard. For a quiet and empty graveyard, it certainly had its fair share of lively guests that evening. The children wore seedy costumes and hid their frightening faces behind plastic masks. Like Akira, they were trick-or-treaters, although their masks hid something much more awful and sinister from the world.

"Did you hear that?" the child wearing the skeleton costume asked.

"Yeah! I sure did!" the one wearing the devil costume responded, "A heart! What should we do?"

The girl wearing the witch costume crossed her arms. "Gosh, you really are stupid! Isn't it obvious?"

They all wore devious smiles before bursting into a fit of laughter. Causing trouble and mischief was their specialty, after all…

"Tell Oogie Boogie!"