Chapter 1

The Castle in the World-that-Never-was had gone through a huge makeover since Organization XIII had once resided in it. No longer were the walls white and gray, although this may have been caused by having the heartless paint the walls. The Heartless had painted most of the Castle a deep putrid green, black, and yellow. The only room that had remained untouched was the Proof of Existence and that was only because it had locked everyone out.

Despite contrary belief that the Castle was run by Maleficent and Pete, the heartless were not controlled by them. The area where Kingdom Hearts was penetrated had given birth to a new type of heartless, a heartless that like Nobodies could think and plan. Of these new breed of heartless seven among them rose beyond the form of regular heartless. Now in humanoid form these were the leaders of the sentient heartless.

Where Organization once held their meetings in the white room, the room was now a mix of yellow and black, it seemed as if two groups of heartless had a disagreement over the color and in the fight that ensued splattered the paint all over. There were now only seven chairs instead of the thirteen the former Organization had.

The heartless were each dressed in their own unique fashion. Two were dressed in putrid green cloaks, one in black and the rest in dark red. The one in black was the leader while the two in green were second in command, the rest were all equal in status.

"Far too long have we withheld our strength from this world. The last year we've been preparing and arming are troops soon we will unleash an onslaught of heartless across the galaxy." The heartless in the black cloak said confidently. "The Keyblade Master knows nothing of us, so we will wait until the opportune moment and then strike."

"And when will that opportunity be. I myself have waited for revenge against that Keyblade brat since our first meeting!" One of the heartless in a dark red cloak hissed angrily. "I am only participating in this manner if I get revenge."

"That is quite enough DS." The voice of a confident male came from one of the heartless in the green cloak.

"Ah, but of course you are the leader's petsss." Another red cloaked figure said. This figure had two bat-like wings.

"Enough Sushin." A female voice came from the second heartless in a green claok.

"Of course princesss." The heartless named Sushin bowed deeply. The heartless just stood there and if the eyes could have been seen, they would have seen a flash of red and seen the mouth curl upwards into a sneer.

"Enough I will not have you make a mockery of this meeting. Sushin either shape up or leave." The leader said and none could displace the venom in the voice. Everyone also knew what the leader meant by leave. You were either in or out, and if you were out you would never be able to make 'in' ever again. "Mesna how goes your research?"

"If I have calculated correctly, which I have." The other heartless rolled their eyes. "Then once you get me blood of the chosen target, I can have the first Hunter Heartless available in little under a month. Although I would recommend waiting a bit longer as I am still working on figuring out a way to make it controllable once the target is known. The first test I did failed spectacularly, thankfully we had Reno here to kill it, the second had better results, but the third was by far the best. Just give me a little more time and the blood and I can have it to you before you put your plans in motion."

"I thought you said that this Heartless would be able to destroy Sora? If Reno was able to kill it so easily why should we continue to allow you to do these pathetic experiments?"

"No, no. You have it all wrong. The reason Reno was able to kill it so easily was because I planted a self-destruct mechanism for the said Heartless in each of us, this is incase it slips from our control. Trust me when I say, Sora would have a terribly hard time at attempting to kill one, let alone the six I have in the works." Mesna said confidently dispelling the doubts on the faces of the other heartless.

"He tells the truth boss man. It totally tore apart the test heartless like they were nothing." The last heartless in red, the one named Reno said.

"Very well. I will allow your research to continue."

"Oh, thank you master, thank you." Mesna said kissing the hem of the leader's robes.

"Quit that you sniveling fool, I have no need for servants, I want allies. Servants are merely tools while allies are powerful weapons that can actually think for themselves and know when to adapt to make something better."

"Of course, I am sorry." Mesna said bowing and scrambling back to his place.

"Do not fret Mesna, you shall have your blood that is needed. Sushin." The black cloaked heartless said, the fat bat-winged heartless snapped to attention.

"Yes, sire. You wish something of me?" The heartless Sushin said while absently slipping a hand in his robes pockets and taking out little raw shrimp. He put one in his mouth and began to chew, he was one of the few heartless who ate normal food.

"Stop eating, and listen." Sushin immediately stopped chewing and swallowed, the leader already did not like him, he did not have to make it worse. The voice in his head saying to kill the fools in front of him did not help either. "You are to go find Sora and draw blood from him, if you can get blood from anyone else there do so, report back once your mission is completed.

"Of course, sire." Sushin said before shrinking into shadows and disappearing into the floor, the rest of the heartless followed shortly after, until only the leader and Reno were left in the room.

"Follow him." was all that was hissed and with a nod Reno slipped into the shadows.

……………

As said before Maleficent never received her precious castle, but they did escape. While hundreds of heartless had been coming at them, they slowly began to become smarter, and it was only a short bit after before they quit attacking mindlessly and sat back and waited; slowly surrounding Maleficent and Pete in a circle of heartless. Maleficent's magic had been disabled by an unknown device and it did not look like they were intent on letting them escape anytime soon.

Ironically it was Pete's son who saved them.

"Hey, Dad?" The voice was entirely devoid of evil intent. Stepping through the hundreds of heartless, being careful to say excuse me, and sorry to each and every one, he eventually reached them.

"PJ, what are you doing here?" Pete asked.

"Yes, minion, what is your son doing here? You know how I despise his presence, although we may be able to use this to our advantage…" Maleficent said thoughtfully.

"Well I did what you told me, I found Captain Hook up a tree with a friendly crocodile cheerfully grinning up at him. Why he was in the tree I don't know. Unfortunately the tree snapped and he fell in the water, the crocodile saved him." PJ said, obviously clueless as to the true intent of the crocodile. "I told him about your little get together and he all but jumped at the chance to see you again."

"Hook? He's alive? So Sora did not kill him. Interesting. Continue boy." Maleficent said as kindly as she could manage, it was taking all her will power not to strangle the boy. He was the epitome of good trying to be evil. Even Hades hadn't been able to manage any evil out of the boy, he even thought Cerberus was cute!

"Yeah, I took him to that Garden place and the patched him right up, even gave him his own room complete with stone walls and steel bars. Mr. Crocodile hitched a ride as well, that gummi-ship you built me Dad is really cool, has all sorts of gizmos. Mr. Crocodile though fell off somewhere in route to the Garden. Once there, they had a bunch of officers surround the Captain and escorted him to a secure location. They then paid me a 20,000 munny! They must have been pleased with me." Pete's son said. PJ looked a bit like his dad, only less rotund, and more cheerful.

Maleficent turned and glared at Pete, who cowered fearfully. Among the members of Maleficent's first Organization, in which all had fallen to Sora except for herself and Pete, her due to the fact she was revived and Pete because he was smart (or lucky) enough not to run into the Keyblade brat. Captain Hook had been in the original group and had disappeared thought to have been killed by Sora. When Maleficent returned for the second time, the only two willing to help were Pete and Hades. But Hades ended up having bigger fish to fry and using Sora and the heartless to his own means, eventually succumbing a second time the brat.

Thus it was Maleficent sent Pete's annoying son to look for the missing members, Jafar had been turned into a genie and trapped in a lamp, later they discovered the said all powerful and immortal genie had been defeated by Sora. That scratched one ally off the list. Ursula was another that had been in the original group, however before contact could be remade she went off and got herself killed, rumor had it she had a sister though who might possibly join. It was worth looking into if they ever escaped the heartless.

Oogie Boogie had been another ally, but when Maleficent revived him after his first defeat at the hands of Sora and Jack Skellington, he had totally forgotten everything except for exacting revenge of Jack. He didn't even remember why he had to until Maleficent told him. He went his own way and worked on his own plans to extract revenge insulting Maleficent dearly. She left him to be defeated by Sora once again.

To say Maleficent and Pete were surprised that PJ had been able to find an alive Captain Hook would be an understatement, to see that he had turned him in to the Radiant Garden special forces was not. Hook being one of the most wanted men in the galaxy was in jail, and if Maleficent knew him well enough was probably enjoying it far too much. He could be one of the meanest bullies in the galaxy, but when it came to the Crocodile he was worse than a kid afraid of the dark.

"Uh, son?" Pete began PJ turned to look at him with big cheery eyes, Maleficent once again glared, but he ignored it. PJ was looking at his dad waiting for praise. "Good job finding Captain Hook, but how in the world did you get here?" Maleficent stopped her glaring and turned around to look at PJ, Pete had actually asked a good question.

"Well, I have Uncle Hades to thank for that." PJ said proudly. Maleficent and Pete looked at one another mouthing the words 'Uncle?'

"Hades is here? Where is he?" Maleficent demanded glowering at the teen.

"Uh, I believe he's waiting outside, he sent me in to scout the area."

"Hades that big coward! Sending my son in here when he could very well be attacked by the heartless. I'll-"

"You'll do what blubber-boy?" A poof of black smoke and a man in a black toga with flaming blue hair and grotesque face appeared before him. "So you're here, what do you say we get going and have a party-" Hades cut off seeing himself surrounded by hundreds of heartless. "Or not… See ya." Hades said attempting to exit courtesy of the black smoke.

Maleficent, Pete, PJ, and a still there Hades began coughing at the smoke. Hades looked around wildly and turned to look at his glaring allies.

"Hey, don't look at me like that, how was I supposed to know this would happen?" Hades replied smoothing down his hair/flame. He turned to glare at a small neo-shadow. "Great now I'm stuck here too. These guys don't look too friendly. What you do to upset them?"

"Aw, isn't it cute?" PJ said holding a desperately squirming shadow in his arms, the rest of the assembled just looked at him. Amazed that he was not being attacked and that it seemed as if the heartless were more afraid of him. If any could hear the conversation among the heartless they would have realized the heartless were scared stiff, and that at least a few had mumbled something about seeing a psychologist when it was over.

"Fools! This is pathetic, we are not some simple-minded fools, we will get out of this mess. We attack on three."

"Uh, um. Maleficent are you sure that's a good idea?" Pete asked cautiously, he flinched as she turned around and glared at him.

"The Dark Lady has lost it. Completely lost, what remained of her sanity has left the building!" Hades whispered to Pete who grinned.

"Do you find something particularly funny?" Maleficent seethed.

"Err um, no." Pete said dutifully.

"Excuse me, Miss Magnificent?"

"It's Maleficent!" Three voices shouted at the teen.

"Oh, right. I was just wondering when we will be going?" Seeing their looks PJ quickly added, "I mean just standing here is loads of fun and all, but I sort of had plans with the nice people at the Garden. Biggs and Wedge were going to show me how they make the armor and accessories."

"You know, this kid had absolutely no evil in him." Hades said and Maleficent nodded in agreement glaring at Pete.

"It's not my fault! He just hasn't grown into his evilness yet, that's all!" Pete said with a whine.

"As for your question boy, we would be leaving as soon as we can escape these heartless!" Maleficent raged furious at her own inability to even do the smallest amount of damage.

"Oh, that's right, 'tech-guy' at your castle told me to let you know about the devices he gave you before you left, he said they would be useful for getting out of danger in a hurry. They are electronic and despite putting a lock on all magic it can get you out of any dangerous situation in a snap."

The 'tech-guy' was another of Maleficent's first group, never having fought directly with Sora, he had been the mastermind behind the larger heartless Sora had fought. He was a bit insane and always was dressed in a black costume with a large S in white on the front and a rather ridiculous cape. Very few people knew his name, or if they did they would forget about it immediately. PJ just called him tech-guy and the other few visitors took to calling him that as well, which 'tech-guy' would fume about.

Maleficent tried her best to suppress her rage, it was that damn genius's fault she had her magic suppressed, the moment she got her magic back, she was going to seek revenge on one of her own.

"Why did you not tell us about this before, and for that matter why didn't he!" Maleficent screeched at PJ, who backed away, and almost squeezing the life out of the heartless in his hand, said heartless was really wishing it was somewhere, anywhere else.

"He said he had just discovered that little flaw in the design, he also added you did not care to ask."

"Well this device doesn't even work!" Pete said stomping on it soon all four(five counting the little shadow heartless) disappeared in a flash of light.

……………

Almost a year later

After the embarrassing occurrence at the Castle in the World-that-Never-was, which now belonged to the heartless, Maleficent returned to her own living place in Radiant Garden. Just thinking about the name threw her into a fit of fury. They had been quiet for the last year, ever since the Empire arrived.

The Empire was an unaccounted problem that had occurred in Maleficent's new plan. She could no longer attempt to take over Radiant Garden for that would be like making war with the new government, and she had seen that it was a very well 'armed' government.

Therefore she now needed Kingdom Hearts more desperately than ever, she could never contend to take the universe as her own with them around, and not surprisingly there were others who believed this as well. She had a formed a new group, a bigger and much better group.

Or at least she hoped she would, today was the day that the possible new members arrived and unless she could give them what they wished, she would have a problem. Fortunately most had already learned of the existence of Kingdom Hearts and were interested in hearing what was going to be said.

Captain Hook was still behind bars and she had not been able to make contact with either Ursula's sister nor Jafar. She had contemplated long and hard about reviving Oogie Boogie, but had decided that he was not worth the effort nor the frustration that would follow.

"Maleficent! They're here!" Pete yelled out.

"Then what are you standing around for, let them in!" Maleficent responded angrily, good help was so hard to find these days. At least nothing would happen that would cause problems, she had taken care that PJ was as far from this meeting as possible. She had even contemplated about calling her hated sister to take care of the nuisance. Of the two of them she had been the only one able to maintain control of a world, they weren't on speaking terms. In fact if anyone mentioned said name near her she would go dragon on the unfortunate soul.

Maleficent watched as the possible members of her new group shuffled into the room, she recognized a few wanted faces. A few of them though made her question why she had asked them to come.

Situated around a very large circular table sat some of the most sly and dangerous men and women to ever exist(not all were living). There were eight people(nine counting the 'dog') besides Maleficent, Pete, and Hades that had showed up to hear what was to be said.

Sitting on her left side was Hades, calm and collected as usual, which is ironic considering his hair is made of fire. Sitting on her right side, grumbling in annoyance at the person sitting on his left, was Pete.

Next to him was a giant bipedal whale-like creature. The whale was bluish gray and wore a black outfit which had two red lines on either side of the pants. His eyes were blue and both when standing as well as sitting, was easily the tallest person in the room. Once a Captain for the Galactic Alliance now no more than a pity henchman for an evil scientist. A scientist who was currently unavailable and sent him instead. He grumbled and managed to hit Pete trying to get a fly that was bothering him.

On the table in front of the large man was a strange creature. It had a dark yellow outer body and when rolled over had a light yellow skin tone. It looked like a dog that had been ruthlessly run over, possibly more than once. Considering the owner of the 'dog's' size no one said anything. Most of the villains though watched with interest as it jumped down, raided Maleficent's fridge and began making itself a sandwich. Once done, it walked back over to the table climbed up the chair and sandwich in hand began to eat.

Next to the large whale-man and his 'dog' was a large man wearing armor, a red cape, and a skull like masked helmet with the antlers of a stag. The man, (if it truly was a man under the armor and masked helmet), looked around the room bored. The man glared at the figure opposite to him, before turning his attention back on Maleficent.

Next to him sat one of the few females of the group, and like the whale-man was only there as an envoy for her master. She was a tall woman with sleek black hair, a thin mouth, heavy lidded eyes, pale skin, and was overall rather good looking. Both exotic and dangerous she sat at the table torturing a small fox completely oblivious to some of the eyes on her. She was dressed in dark black robes with a hood up and wore a mask that looked like half a skull. The man on her left watched her eyes full of adoration and she smiled seductively at him and winked.

The man was tall but not abnormally so. His race was unknown although it closely resembled that of human, the only thing saying otherwise was that his skin was a brownish-putrid green coloring. The clothing the man wore was both casual brown leather, with black shoulder and knee armor, and white cloth around his neck and legs with a strange design engraved on the cloth. The man also wore two large brown gloves and boots and a sheath with a large sword was attached to his belt. He had orange hair, and a pointed nose and ears that made him resemble that of an elf.

Sitting on Hades right was a man who didn't really understand why he was there in the first place. Unlike most of them that were there this man was dressed rather normally. He looked more like a business man than anything, and a small insignia on his suit had the letters I and then N, followed by Gen. He carefully washed his glasses on the cloth of the table and looked around at the sorts surrounding him. He would be the first to agree they looked like the kind of folk who had plans for world domination. He himself had been written to by a woman named Maleficent who had somehow found out about his secrets. He was offered more money than anyone could ever have a need for, as well as help in becoming ruler of his planet. He had originally thought it as a joke and went just for the heck of it. He never expected to be sent to a totally different planet. The man who had thought the whole thing was a joke was a top businessman and owner of a company of scientific research. He had plans to do much more than mere research however and now that he was here, he looked forward to see what was to be offered.

Next to him was a rather old man with a white hair and a long white beard. The man was tall although his face was long and his eyes deep and dark. He was hooded and wore a white cloak that changed to many different colors as he moved. In his gnarled right hand was a large black staff with a pale white gem enclosed at the top. He appeared to be talking rather animatedly to the person next to him, and vice versa.

The other man was much younger than who he was speaking to, but in the end it didn't really matter. The two were having a discussion on life and what the purpose of it was. Like the man he was speaking to he was not exactly human. The man had unnatural spiky blue hair which had two end curving upwards like horns before coming to a point and jetting downwards. He was dressed in black and green robes that went a little past his waist and then wore a red wrapping around part the rest of him leaving his chest exposed. The woman next to him entered the conversation the two were having shortly after overhearing it.

The final member of the group was another female. She was medium-sized height wise and rather skinny, allowing her to fit quite comfortably in the purple(nearly black) dress that covered her entire body except for around her chest area which showed off a little cleavage. She also wore a gold headdress which jutted out in a few different directions and was responsible for the purple-silver cape that was dragged behind her.

Maleficent finished looking at the assembled. Not all were what she had hoped, and she was disappointed that a few others she had asked had not come, but she would make do with what she had. The heartless were becoming harder and harder to control, she would have to make some of her own. The time would soon come when the universe would once again fear the name Maleficent highest among all others. She desperately fought off an urge to laugh manically before turning to address the group, it looked to be the beginnings of a rather long night.

……………

"Do you have it?" A cold voice said in the darkness, it sounded scrambled and one could not tell if it was male or female. "I assume for one of your status that it was child's play?"

"Yeah, sure was. Yes I have it." Another voice laughed tossing a disc in the air and catching it.

"Careful!" The other voice spoke, and stepped out of the shadows snatching it from the other figure in red. The voice belonged to someone in a black hooded cloak, the face not entirely visible.

"Why'd you want this anyway?" The figure in red robes similar in design to the other's asked curiously. Both figures had their hoods up and the face was not seeable. The disc was grabbed out of the figure's hands.

"This disc is key to part one of my plans. By chance how is it that you managed to get into the Proof of Existence? I heard that it had been locked?" The black-cloaked figure peered questioningly at the other.

"That's for me to know and you to wonder. Besides they aren't exactly the brightest. Didn't even check any of the members to see if they were actually heartless. It was as you said child's play." The figure laughed good naturally.

"As it should have been. By all accounts most of them are only a year old. Here's your payment." A bag full of munny was thrown at the red cloaked figure and was caught with ease.

"200,000. Yep, looks correct to me. Besides I trust you."

"Do you really?" The voice sounded curious.

"Hell no." The figure paused before asking another question. "By the way, why would you need all this info on Organization XIII anyways?"

"As you said, that's for me to know and you to wonder. It is not just the information I need."

"Whatever you say. Anything else or can I go now?"

"You may go. Just tell your boss that I may have another well-paying job for him. Much better than this, he knows how to get in contact with me if he is interested."

"Right. Well see ya." The red-cloaked figure summoned up a dark portal and disappeared. The black-cloaked man watched before speaking to the surrounding shadows.

"He's gone. You can come out." Another slightly larger figure stepped out of the darkness.

"Do you think he knows what we're planning?" The voice was soft and yet powerful, it seemed to be louder than it actually was.

"Probably."

"You are not worried?"

"No. People like them, and who they work for, care little about the business of their employers. We need not worry."

"But they do care."

"Perhaps."

"Yet you see no reason to eliminate this possible threat?"

"I see no reason to eliminate this threat as it has yet to grow into a threat. If we were to attempt what you are saying then we would make them into a threat, until then they are still useful to us. As long as they are useful, we can benefit. Besides after the past year it will be good to see all are work come to fruition."

"I understand. You don't want anyone finding out before the right time."

"Now you begin to see. Don't worry old friend, we will have our revenge yet."

"Are you absolutely sure we should?"

"Should what?"

"Do what we're planning?"

"Yes. I have no doubts. As I've said before, revenge or not we would be doing this. It was nice of Even to leave his notes where we could find them."

"Yes, curious though isn't it?"

"You mean how he planned for this?"

"Yes."

"Even always was the most cautious. It does not surprise me that he had created a contingency plan."

"How much longer will it be?"

"Not much longer, we will see if we get a call. I would say no more than a week tops after they bring us what we need. Although they are the best in the business they could have problems, it won't be easy. But do not worry. We must wait only a little longer. Then my friend, we can finish what we originally set out to do."

A/N: There. A bit longer than I was going to make it, but decided it was worth it. Also surprised to see it go up so quickly, once I go back to school updates will probably take longer. Heartless and Nobodies are not going to be the only groups that will be faced as will be seen in later chapters. Thanks for reviewing.