Den of Tides

On the road to Ursula's lair, geysers ejecting columns of bubbles and steam out of the boiling-red abyss providing hints of light through the holes, together with stalactites hanging from the ceiling, added to the cavern's eerie and mysterious ambience. As Wendy and her friends continued their progress, they soon discovered that the whole place had been turned into a domain for the Search Ghosts, Sea Neons, Screwdivers, and Aquatanks to prowl around as they saw fit, hence providing the feeling of danger to the already creepy atmosphere. Seeing as the presence of dark guilds was no longer felt in the ocean world, the Heartless served as the sole obstacles in the group's path. Ursula had left a behind swarm of every shape and size possible to ensure they didn't interfere with her evil scheme. As always, they attempted to do the heroes in, yet the battle was pretty easy. For instance, Wendy skewered a bunch of Screwdivers with the Three Wishes Keyblade, Donald scorched and froze the Sea Neons with his magic, Goofy bashed the Search Ghosts with his shell, Romeo twirled around to avoid the incoming tridents before slamming his burning fist into a nearby Aquatank, and Ariel slid past a Sheltering Zone before stunning it with a magic potion. After three minutes, the infestation was cleared out, and the party was free to proceed, the members conversing among themselves all the while.

"So Diva is a celestial wizard, just like me..." Lucy rubbed her chin, as she processed what Wendy described in the wake of the previous battle, and then shrugged as though she had no worry in the matter. "It's too bad the new generation couldn't live up to the standards of the old. The good thing about the previous generation is that sometimes, they're better than the next."

"Awesome! As Dragon Slayers have their own advanced generations, so do celestial wizards!" Romeo remarked. "I heard Laxus is second-generation because of the Dragon Lacrima inside his body."

"Don't forget Sting and Rogue," Carla pointed out. "They're third-generation Dragon Slayers, both trained by their dragons and fused with a lacrima. These attributes, when combined, grant them incredible strength, and that includes the ability to enter a state of Dragon Force at will, without the need to consume external sources of magic."

"Yeah, but as strong as they are, they ain't got nothing on Natsu," Romeo chuckled. "He totally mopped the floor with them at last year's Grand Magic Games." He rested both hands on the back of his head, "And what Wendy said about Diva's Aeons being artificial Celestial Spirits and their contracts ending instantly when they're destroyed, I think Lucy has a point there. Who knew the old generation can outshine the new?"

"Exactly. Old trumps new any day of the week," Lucy mused. "Still, an Aeon Spirit Wizard sounds interesting. If Diva hadn't left us behind and took us along with Wendy, I'd be able to see how she does her thing. And given that she's on a different category than mine, it makes me want to see an actual Aeon. A new breed of spirits, unlike the ones in the Celestial World, created with the intent of surpassing the original generation in every way... Really interesting. If I'm lucky, I may even get the chance to test my magic against hers."

"Maybe you might," Romeo nodded. "If the chance is yours."

"You know, it's just not fair leaving us behind like that," Sherria sighed. "We really wanted to see Wendy and Diva duke it out. It's like Monstro all over again. There's no stopping them, is there?"

"What do you expect from Sleepy Hollow wizards?" Juvia implied. "They're cunning, malicious, and want to get a piece of our Sky Dragon Slayer friend without us involved."

"It's our problem, too!" Sherria argued. "We should've been there, helping her when she needs us!"

"Diva wouldn't agree if I asked. And neither would Kaze," Wendy admitted. "I really wanted to let you come with me. Sorry, guys."

"It's okay, Wendy," Sherria understood. "At least you held off long enough to make it out alive. We were worried something bad happens to you."

"And I'm so glad I made it out alive," Wendy smiled. "Thanks."

"No problem," Sherria smiled back. "That was a gusty effort."

"Speaking of Dragon Force..." Romeo turned to Wendy. "Why haven't you used it? We haven't seen you enter your super mode in a long while. That would've sent all the enemies packing. After the whole Tartaros situation, you trained non-stop, made some improvements, and then learned how to dragon up. So why didn't you?"

"I usually enter Dragon Force when I face even stronger enemies," Wendy answered. "But I guess now that the Keyblade chose me, I'm way stronger for that, I don't even feel the need to do it. Honestly, it would've been so easy when fighting people like Kaze or Silver. Then again, it feels... overkill." She giggled with a blush, "On the bright side, at least I'm saving a lot of magic. Using up plenty is a bad call."

"But you made up for it with your Keyblade's Command Styles," Sherria pointed out. "They're like an alternate trump card."

"Well, the fact that you hold such tremendous power doesn't justify using it freely," Carla stated. "You are well aware of your limits. You've taken action in difficult situations while taking heed of danger. In short, you just did things your way. And that is a sign of growing up."

"I'll have to agree on what you said, Wendy," Sherria noted. "There's no kill like overkill."

"Pretty much, yeah," Wendy nodded. "I wanted to enter Dragon Force so that I could get those fights over and done with, but right now, I prefer fighting with my own strength. I use my magic if I really need it. It's part of growing up, like you said. As long as I believe in myself, I can go on ahead."

"My word, how did you grow up so fast?" Juvia wondered. "Has your Keyblade done so many wonders for you that you've become even more independent?"

"Maybe..." Wendy said innocently. A good portion of the party laughed along with her.

Juvia, while looking over the stalactites and stalagmites, noted, "The sea witch's lair is straight ahead... We're close to cutting the head of the snake that spearheads the forces of darkness in Atlantica, aren't we?"

Sebastian, while keeping his eyes focused on the path ahead, replied, "We can only hope our lives are back to normal after this. Ursula and her army of monsters have caused enough trouble. For everyone's sakes, it has to end. It must end!" He sighed to himself, "It must..."

Wendy leaned over to catch a glimpse at the open space leading out of the Den of Tides. It was there that the entrance to Ursula's grotto, based on the image of a monstrous creature of the deep, lay waiting. As the group came close to arriving at their destination, the Sky Maiden pointed a finger at the monster's open maw. "Looks like we made it!"

Sebastian nodded, "Precisely! This is the lair of the most dangerous woman in the sea. It also must be where she keeps the trident. Be careful when you swim inside, everyone; Ursula has some evil tricks up her tentacles. When she uses her magic, peril comes around."

Romeo affirmed, "I don't even wanna know, but I'm up for it anyway. We'll take care of this."

Sherria implied, "We've fought way worse, so why should a sea witch be any different?"

Ariel determined, "Still, it's the best chance we've got. My father's trident is in there."

Lucy confirmed, "So we break in, defeat Ursula, and take the trident back. That's the game plan, right?"

Carla replied, "It is. But you heard Sebastian; we mustn't let our guard down. We never know what to expect from her."

Donald frowned, "Big deal! It'll take more than nasty voodoo to stop us. We just have to put her out of commission."

Goofy agreed, "And with all of us workin' together, we can save the ocean and put smiles on every fish's face."

Juvia stated, "Ursula is probably expecting us in the comfort of her grotto. It might be a trap to lure us in, but we can't afford to hesitate. We must confront her."

Wendy nodded, "Right. No turning back now. Come on!" She and her friends looked at each other for a moment before swimming into the jaws of the beast.


Ursula's Lair

Wendy, Donald, Goofy, Romeo, Carla, Sherria, Lucy, Juvia, Ariel, Flounder, and Sebastian found themselves in a hallway down the grotto's throat, which undoubtedly led to where the sea witch resided. They looked around cautiously; even though it was normally a straight path, it seemed as though a sensation of anxiety loomed over them the moment they entered. And then came the feeling of being watched by hundreds of eyes from underneath them. They looked down and gasped at the sight of a garden of polyps planted on the surface, moaning endlessly with nothing but fear and despair all over their faces. One polyp managed to wrap itself around Ariel's arm, but she got it off quickly, and she moved away from the mass of deformed creatures.

"What is all this?" Wendy asked, unnerved by the grotesque view around herself and her friends. "They look so miserable... and unhappy..."

"This must be Ursula's doing," Sebastian guessed, his expression filled with dread at what had befallen the sea witch's victims before they became polyps. "She uses her magic to lure unsuspecting merfolk and turn them into her slaves!"

"That's totally uncalled for!" Sherria exclaimed. "What gives her the right to torture innocent sea creatures like smelly knick-knacks in a gift shop?"

"Gift shop?" Donald echoed. "You mean the place at the beach where they give away marine gifts and sundries? Last year, I brought an Alexander Clam Bell as a gift for Daisy, and she liked it."

"Oh, is that so?" Sherria asked, before shaking her head. "No, I was talking about a gift shop owned by a hardhat diver who makes humorous dioramas out of dead animals. Ring any bells?"

"Nope, not one," Donald replied. "But it sounds realistic. And messy."

"Stealing from Ariel's dad was one thing, but enslaving merfolk?" Lucy frowned. "Who does she think she is, using magic to take advantage of others? I think we just have another on our list of individuals who are the worst magical people alive."

"I think that's her way of showin' everybody that she means business," Goofy gulped. "They don't call her a sea witch for nothin'. We better watch out, or we'll end up just like those poor little guys here!"

"Why don't we give them a hand?" Wendy suggested. "If Ursula did this, then it's something we can't ignore, either. Look at them!" She gestured to the miserable polyps, "They're trapped here, scared and all alone, because her magic robbed them of their freedom and turned them into something they aren't. We have to do something to help!"

"You read my mind, Wendy," Sherria agreed. "Let's hope they'll get back to their normal, happy selves after we beat it out of that mean old sea witch."

"She's already made a mess of things here in the ocean, and now it's time we return the favor," Romeo affirmed, as he flung a closed fist into his open palm in determination. "Ursula thinks she means business, huh? Well, so do we!"

"Here to give me a rude awakening? Oh, I'd like to see you try that..." a familiar voice echoed from the large conch shell at the center of the lair. "Welcome, dearies! Come in! Make yourselves at home. We mustn't lurk in doorways. It's rude." The round room was packed with shelves on the walls that housed magical potions similar to Ariel's, a cauldron in the middle, and a vanity to the right where the sea witch probably spent most of her time. It wasn't long before Ursula herself crawled out of her conch shell and floated in front of the cauldron, which was filled to the brim with a magical substance of her own design; she didn't have the trident on her person, and her two eels were seen circling above her. "The Keyblade wielder and her friends came into my home sooner than expected... My personal army of Heartless, an entire legion of human wizards, and one in Kaze's troupe of circus freaks, all falling apart like a house of shells." She then scoffed, "Ha! What kind of pedigree do either have? Strong but mindless creatures of darkness who'd rather eat lunch than do labor? Surface dwellers lazing in their submarines? A teenage drama queen who's only in power because she has her so-called mystical bodyguards to crush anyone who looks at her funny?" She crossed her hips and sighed, "Never judge a reef by its corals, as they say. It falls upon me to finish what that incompetent Diva failed to do. But the dirt won't be on my hands. It will be on hers."

Wendy gasped as realization dawned on the group. "It was you! You led Neptune Trident into the palace and had Diva ambush us at the place where we found the crystal! You're in league with the Alliance of Evil, aren't you?"

Ursula admired, "How observant for a human disguised as a mermaid. That's right, I know you and your friends used magic to turn yourselves into sea creatures so you could blend in with the fish folk. I've seen hundreds from different worlds come and go wherever they choose, and those alternate forms aren't exactly fitting in their first time adapting to a different environment. Including the duck squid and the turtle with a funny-looking head."

Goofy pointed out, "You know, I think it reminds us of our first meeting with Lucy."

Donald nodded, "Uh-huh, it does ring a bell. She called me a squid when I'm clearly an octopus."

Ursula continued, "As for your question, Keyblade master, you are correct. I'm a member of an elite society of villains planning to overtake the universe. Maleficent and the others gave me a seat at the table as a thank-you gift for providing my special expertise. We're very much alike in ambition and dreams of power and wealth beyond reckoning, so I figured, why not join the club? All this nonsense about the goody-goodies having their little daytime sessions of peace and harmony has made people like us feel a little... underappreciated. Oh, being bad is so much more fun, you know. And some of us are so bad, they're good!"

Sherria complained, "What is it with bad guys in a club attacking worlds and putting our friends in danger? Don't they have any different hobbies?"

Ursula stated, "Each member of the leading council has their own hobby in their respective worlds, all in all beneficial to the cause. I also carried out my own. Atlantica is but one of many in our list, and I happen to be the patron." She turned to Wendy, "You've done admirably well in putting a wrench in several of our operations, Miss Wendy Marvell. However, this operation I'm in charge of will be quite different than the others you've wrecked."

Wendy wondered, "How will that be different?"

Ursula announced, "Taking the trident from Triton's hands was only the starting point. Once I've found the Keyhole hidden somewhere in the deep, I'll mold this world into whatever I see fit! It will be a spectacle so bold, no one should miss it! Including you, princess..." She turned to Ariel, who looked away in slight fear. "Yes, I owe it all to the little mermaid who made it possible. Don't take it personally for being cajoled earlier. Business is business, after all."

Ariel looked back and shouted, "Stop this, Ursula! Don't hurt my father or anyone else anymore!"

Ursula smirked, "As I told you before, the biggest dreams require the highest price. You let your desperation to see other worlds get the better of you, and that's exactly what led your daddy to his downfall."

Wendy shot back, "Only because you dragged her into this! You tricked Ariel into stealing the trident so you could hurt her father!"

Romeo growled, "Is this all fun and games to you, Ursula? Manipulating people and then throwing them away when they're no longer useful? All for your own sick amusement?!"

Ursula answered, "Darling, this whole universe is the board for the game. The first rule is to study your opponent's every move and then hit that weak spot hard. It's a basic tactic, one I used on His Royal Nuisance a short while ago. Don't fret, I merely left an impression, so he'll be fine... for now. As a token of appreciation for the misery he had wrought upon me, I'm saving Triton a little something extra as soon as I return to the palace!"

Ariel grew fearful at the thought of her father being subjected to another terrifying ordeal. "You wouldn't...!"

Sebastian's description of the sea witch came flooding back into Wendy's mind, and it completely made sense. "Is this all for revenge? You want to make King Triton suffer for banishing you from the palace?"

Ursula smiled, "Oh, I see you've heard the short version of my backstory. My dish of revenge served cold is simply a reward for my patience. What I have in store for the whole sea, I've only begun!"

Wendy summoned her Keyblade and yelled, "Enough, Ursula! Stop what you're doing and hand over the trident!"

Ursula retorted, "If I said yes, you'd be betting your lives on a gamble, just like the swindlers who 'asked' for my help, but failed to pay the toll. You've seen my garden, haven't you?" She thrust her arm to motion at the polyps moaning behind the party. "Those poor unfortunate souls came flocking to my cauldron, crying, 'Spells, Ursula, please!' And I helped them? Yes, I did. It's happened once or twice. But if conditions weren't met, I had to rake the swindlers across the coals."

Wendy argued, "Swindlers?! You're the one who swindled them! You cheated them out of their lives!"

Ursula snapped, "Oh, get over it!" Her sudden loss of jovial attitude caused Wendy to back away. "It's their fault they're into this, not mine! You should know very well that success doesn't come for free, Wendy. Those are the rules."

Romeo's fists ignited with Purple Fire as he said, "Sorry, but we're not interested in playing by your so-called rules. We came here to fight you. That's all there is to it!"

Ursula chortled, "Well, well... Cutting to the chase, are we? Alright, then. This conversation has dragged on long enough. I'm going to enjoy watching you all squirm."

Lucy declared, "Think again! Star Dress: Cancer Form!" Harmonizing with Cancer's magic through the Gate Key she implanted onto her chest, she donned a long-sleeved qipao in place of her original mermaid form in a burst of light. The transformation came with a pair of scissor blades held in both hands, and as she assumed a fighting stance, she pointed a blade at Ursula. "Don't think you can make us your next victims because you're a sea witch. You're about to learn just how strong we really are!"

Donald demanded, "Give up! You can't run!"

Sebastian added, "Your time has come!"

Ursula glared harshly at Wendy and company. "Not on my watch, you pitiful scum!" She tossed a magic potion filled with red liquid into the cauldron, and the heroes quickly readied themselves for battle.

Carla reminded, "Remember what Sebastian told us. The key to defeating her is by striking her cauldron with magic."

Wendy nodded, "Okay!"

Donald urged, "Let's get 'em!"

Goofy cried, "Come on!"

Ursula commanded, "Flotsam! Jetsam! Deal with them!" The eels immediately scattered and went in to assault the group while she threw a blue potion into the cauldron, blending the liquid's two colors into one. "None shall stand before Ursula! Me and my boys will personally send you to the depths!"

Wendy declared, "We won't lose!" She and his allies also scattered to confront Ursula, Flotsam, and Jetsam separately, and the fight had already begun. "Sky Dragon's Wing Attack!" Just as Ursula was about to throw one more potion into the cauldron, the Sky Dragon Slayer slammed her with a pair of gust-powered arms, forcing her to release the bottle from her hand and drop it on the floor, shattering it. "Sky Dragon's Crushing Fang!" She scraped the cecelia's chest with a sharp wind claw, then shoved her to the wall with a 7-hit Keyblade slash.

Ursula quickly swam up to face Wendy again, brushing her shoulder and stretching the side of her neck, seemingly unfazed by the Keyblade bearer's string of attacks. "Oh, a relentless one, aren't you? You're so eager to bite back like a great white shark in the open seabed. How resourceful!" She reached for her backside and produced two glowing potions in both hands. "But don't assume that my potions are simply for drawing power from my cauldron in order for me to unleash my most powerful spells. They're also for striking your posteriors with what do you call those?" She smiled at the idea, "Oh, that's right. Feet."

Wendy asked confused, "They're for what?"

Ursula clarified, "Let me make this easy for your curious mind to understand, angelfish. Kicking. Your. Butt!" Sporting a deadly smirk, she tossed the potions which detonated next to Wendy on either side, the two puffs of smoke converging into a magic circle around her waist, striking her with bolts of electricity and making her cry in pain. The sea witch showed no restraint in laughing at her captive's expense. "Surely you knew I'm the mother of all magic in this sea, or do lesser creatures simply lack proper education?" She drew her new set of potions, "Here, let me teach you a lesson!" She was ready to throw her explosion concoctions when she noticed Wendy casting an enchantment onto herself in the midst of her brief torture.

"Armor!" It took some time, but Wendy succeeded in breaking free from her electric cage thanks to her enhanced defensive properties. "Fira!" She then shot a fireball from the tip of the Three Wishes at the three potions in Ursula's left hand, blowing them up. Wendy countered, "That's funny, because I was about to say the same thing."

Ursula huffed, "You never cease to surprise me! I—" Wendy rushed at her before she could finish voicing her opinion, and the two engaged in a heated duel. The cecalia used her tentacles to expertly block every strike from the Three Wishes while simultaneously swatting the Sky Maiden in a blend of speed and ferocity, often swinging her hands as an added measure for close-range combat. In terms of long range, she cast a series of concoctions based on random elemental effects and ailments, and when simply throwing them as projectiles deemed implausible, they were mixed together to produce formulas packed with destructive power. When Ursula mixed fire and ice, she made defensive crystals of flame surrounding her obese figure. Poison and steam, a toxic cloud. Gravity and earth, a magnetic circle. Lightning and wind, a voltaic tornado. Wendy deftly avoided most of the sea witch's elemental mixtures, and although she received considerable damage from a few, they didn't compare to her high endurance with Cure and Aero. At some points of the battle, she deflected thrown concoctions with well-timed swings or magic, and even stopped several formulas before they activated. Every now and then, Ursula would spin vigorously around the room, injuring Wendy and anyone coming near. This was the most difficult attack to avoid, so the key was to swim up and down when that happened. In her spare time, the sea witch tossed several bottles into the cauldron, probably to buy time for a surprise attack on the party when the time was right. The intense clash between the two dragged on for five minutes, as specks of steel and magic ran loose in their side of the lair.

Meanwhile, the rest of the group were busy fighting off Flotsam and Jetsam. Seeing as the eels' only means of offense were tail whips, headbutts, and coiling up their targets into submission, they were simple to avoid. However, it was difficult for Romeo and the others to land a direct hit on the eels due to their greater speed, and thus required patience and great timing. All in all, Flotsam and Jetsam were a minor nuisance, and it was easier to ignore them and concentrate on Ursula. But on the other hand, Romeo, Lucy, Sherria, and Juvia seemed intent on bringing the fight to them.

"There's no escape!" Flotsam swiped his tail at Donald, only for Romeo to grab it and drag him away, before a Purple Fire Fist greeted his face.

"Going somewhere?" Romeo proceeded to pummel the eel with a 20-hit burning punch, then sent him floating high in the water with an uppercut. "See ya later!"

"Hey, ugly! You could use a royal makeover!" Lucy opened her scissor blades and repeatedly diced Flotsam, effectively leaving him beaten and laden with cut marks. She chuckled at her work, "I'd say he went down to pieces. Anyone else need a barber or a stylist? Come on, that was easy!"

"Take this!" Jetsam hissed, rushing towards Romeo and Lucy for a headbutt, but was disrupted by a blast of water from Juvia before he could reach the two.

"Not so fast, hideous creature! Water Cane!" Juvia smacked Jetsam with a whip of water, blasting him upward at the last strike. "Here you go!"

"Sky God's Bellow!" Sherria let loose a black tornado from her mouth, blasting the eel up to the ceiling. When the winds receded, he fell gently to the floor and lay there sprawled alongside his fallen counterpart. Sherria crossed her hips and sighed, "You two make sorry excuses for pets. If I were her, I'd teach you how to play nice with house guests." She looked over the defeated eels, "Well, that takes care of them." She then turned to see Wendy's ongoing clash with Ursula. "And now we're down to nine on one!"

"It looks like Wendy is keeping the sea witch occupied," Juvia indicated. "This gives us the time we need to strike back."

"The cauldron!" Donald remembered. "We'll use some magic on it! My spells will mix everything up in this big pot full of bad juju."

"Anyone in need of a woman's rain to scramble a magic puddle?" Juvia offered. "This will speed it up, she won't even know what hit her!"

"I'll help, too!" Ariel elected. "My potions aren't much, but they should be more than enough to stop the magic inside."

"I'm gonna help Wendy. She needs my help," Romeo suggested.

"Mine, too. Help is on the way," Sherria nodded.

"We've got a score to settle with Ursula," Lucy determined.

"Carla and I will hold the fort for Donald, Juvia, and Ariel," Goofy confirmed.

"The rest is up to you four. Good luck!" Carla urged.

"Okay, let's move!" Romeo beckoned. He, Lucy, and Sherria swam to the other side of the lair, where Wendy and Ursula's epic showdown was still in progress.

"Well, then, it's time to go to work," Juvia said, as she raised a palm towards the cauldron and cast her Water Magic into the color-changing liquid, the fusion of spells spewing fireballs in the process. It seemed that the color did not indicate what kind of spell needed to be used on it, only what kind of spell Ursula would spawn from it. And since the sea witch was distracted at the moment, that could work to the party's advantage. Juvia continued to combine her magic with the colorful substance, while Donald whipped out his staff to unleash random spells on it, and Ariel flung her bottles into it, adding more fuel to the composition.

In the meantime, Wendy was knocked down shortly after blocking a lightning tornado Ursula concocted from mixing a thunder and wind potion. The sea witch chuckled in amusement, "Is that the best you can do, Wendy? For a Keyblade master, you're more of a dense girl who can't tell if she's out of her league."

Wendy got back up and gripped the handle of the Keyblade. "Don't worry... I'm just getting warmed up!"

Ursula smiled wickedly, "Still want to fight, hmm? Very well. Perhaps it's time I should—"

"Yellow Fire!" Romeo hurled a fist of odorous golden flame across Ursula's cheek.

"Sky God's Boreas!" Sherria struck her chest with a horizontal black whirlwind.

"Crab Cruncher Classic!" Lucy executed a flawless scissor combination that disoriented the cecalia, before she and the other two joined up with Wendy, who was both glad and relieved in knowing she got help.

As she came to her senses, Ursula whirled to glare at the newcomers. "Well, look what the catfish dragged in."

"If you're fighting Wendy, you're fighting us as well," Lucy announced. "No member in Fairy Tail gets left behind."

Ursula perked up at the mention of the guild's name. "Fairy Tail?"

"Sorry to keep you waiting," Romeo faced Wendy. "Had to disappoint some eels."

"It's okay. You dropped in just in time," Wendy smiled. "Where are the others?"

"They're taking care of the cauldron," Sherria explained. "Since Ursula draws power from it, the rest of the guys are using their own magic to put it out of commission. Until then, we'll try and keep her busy!"

"Alright!" Wendy nodded. "Let's keep at this!"

"Fairy Tail..." Ursula repeated, stroking her chin. "Isn't that the name of the magical guild Kaze and her minions captured and enslaved in that tiny little world named Earth-land? According to the report, the invasion occurred at the same time they exploited Earth-land's Keyhole, moments before it slipped into darkness. Some never made it on the trip back to the castle. And when you call yourselves members of Fairy Tail, I wager you're the lucky few who survived. Are you not?"

"We survived because we haven't given up on our friends," Wendy stated. "And we're not giving up now."

"My, you sound ambitious," Ursula remarked. "Undertaking a noble quest to save your friends from the forces of darkness... Very classic!" She clapped her hands in delight, "Such bravery and spirit in the eyes of a little girl. No wonder Clayton and Jafar had a hard time dealing with you." She stopped clapping, "But as strong as your resolve may be, you've interfered with our affairs for too long." She fashioned two more magic potions, two in each hand. "I hope you put yours in order, my dear. They may very well be your last!"

"They won't!" Wendy declared. "Not if we stop you first!"

"Before we move on, though, I'd like to tell you something regarding those Fairy Tail friends of yours," Ursula decided to put away the potions, saving them for when the battle actually resumed. "Brought down low in the castle dungeon, shivering in their cages... Maleficent selected one of them to be the commanding general of our united dark guild forces, a special kind of collaborator reporting directly to the council. I heard she's a prodigious wizard who can transform into a demon of frightening power at will. A she-devil, if you may. Not only that, she has shown the proper aspects of a leader. Strength, order, control..." She counted her fingers, "Our horned friend took an interest in her, so she decided to convert her into one of our own. Time and again, this young lady has proven herself a reliable resource. Although at first, her distinct lack of obedience and her unwillingness to cooperate required a bit of mental... conditioning."

Bit by bit, the contents of Maleficent's first dealings with Fairy Tail started to settle in. A wizard who can transform into a demon? Young lady? Mental conditioning? But that could only mean... "No..." Lucy whispered fearfully. "No!" Ursula was referring to Mirajane! In the blink of an eye, the celestial wizard's body glowed a menacing blue, her outrage taking a seat next to her growing magic, and she pointed a scissor blade at the cecalia's heart. "What did you do to her?!"

Ursula ran a hand through her hair as she smirked, "Us? We did nothing at all. Unless Maleficent using her dark magic to brainwash the girl named Mirajane into being our servant counts as doing something to her. Does it?"

Lucy protested, "You lie! Mirajane would never serve the likes of you!"

Ursula laughed, "You don't believe me? You'll find out soon when you eventually face her. A honorary member of the Alliance of Evil! A loyal servant in every aspect if I ever see one! Funny thing is, to get to Maleficent, you'll have to go through your own comrade. But will you bring yourselves to do it? Or will you give up knowing you don't have the stones to hurt a precious friend? Ha-ha-ha-ha-ha-ha!"

Lucy growled, "Even if that's the case, this is a new low, sea hag! If you even think about using our friends like that, I swear you'll pay!"

Ursula grinned, "I think not. In fact, the only way to make this enjoyable would be to have you and Mirajane fight each other." Examining the anxious looks on the quartet's faces, she thought to herself, "This worked better than I expected. I haven't told them she brought the princess of Agrabah into our doorstep, to make them believe she had indeed betrayed them. But no matter. Their suffering will be all the more sweeter once I personally deliver Wendy and her friends to Hollow Bastion." She smirked at the idea, "I'll hit them where it hurts by forcing them into a gladiator match with our white-haired friend in a special combat arena I'm devising. A checkmate that will turn everything around!"

While Lucy was furious of what Ursula had claimed, Wendy, Romeo, and Sherria felt rather concerned. Apparently, Mirajane's mind was subjected to Maleficent's brainwashing shortly after the guild's abduction, yet when communicating with her through the lacrima, her mind and attitude remained the same. As a matter of fact, she hadn't changed at all. She even had Happy alongside her in the Jolly Roger! Was it possible that Maleficent's dark magic had no effect on Mirajane's mind as she believed it would? Her deception within the Alliance's ranks nearly came to light, but not even close for Wendy and the gang. The Sky Maiden wondered aloud, "Is Mirajane really brainwashed? If she is, she'd be..."

Sherria interjected, "Acting strange? Last time we talked to her, she's a complete normal person. She talks normal, she looks normal..."

Romeo nodded, "Yeah, I mean, have you met Mira? She's much more of a She-Devil through her Take-Over Magic. Literally, but not figuratively. Don't let the scary forms fool you. She's a kind and caring person deep down."

Sherria questioned, "You don't think she knows something that the others don't?"

Wendy assumed, "Maybe she does. I guess there's more to it than that."

Meanwhile, Lucy was demanding Ursula, "Why are you telling us this now?"

Ursula boasted, "Why, to torment you, of course! Ha-ha-ha-ha-ha-ha! You see? It just goes to show that every journey is not without its drawbacks, especially when there's tragedy involved!"

Lucy yelled, "I don't believe you for a second! You and your crew are going down! And we're taking back our guild!" She stanced with her scissor blades, and the blue aura surrounding her body had disappeared.

Romeo muttered, "We're gonna have a looooooong discussion when we get back to the ship."

Sherria chuckled, "Nothing like a friendly chat at the engine lounge to ease our minds, right?"

Romeo nodded, "Yep, that's pretty much how we spend our time like we do at a guildhall."

Wendy insisted, "Let's focus on Ursula for now! We can't let her get away!"

Both of them agreed, "Yeah!"

Ursula snickered, "Very good... Why do I even waste my time talking when we should continue fighting? Anyone who gets in my way will end up having their heads served on clams." She fashioned the four potions she previously put away, "Come at me, if you dare!" By mixing two potions of fire and lightning, the sea witch conjured up a blast of electric flame which Wendy and her teammates scooted away from. The other two potions were of earth and ice, summoning a stream of icicles that sprung from the ground. The sharp spikes would have skewered the group, if not for their proper swimming accuracy.

"Sky Dragon's Claw!" Wendy's tailfin became empowered by a raging gust of wind, and she flexed it against Ursula in the midst of preparing another magic formula, knocking her away. Recovering from the offensive spell, Ursula fused two more of her concoctions to unleash a hail of diamond-shaped ice blocks mingled with fire, then sent them floating in circles.

"Sky God's Boreas!" At the swipe of her hand, Sherria summoned a black whirlwind that destroyed seven fire-ice blocks, all while dodging six homing in on her, and when three loomed over her head, Lucy sliced it in half. The celestial wizard swam towards Ursula with her blades raised, but was stopped by a gravitational field, cooked up from mixing an earth potion and a gravity potion, forcefully shoving her onto the ground. Ursula proceeded to throw a barrage of explosive potions at Wendy, who deflected with her Keyblade, and Romeo, who did the same with his Rainbow Fire. The sea witch floated backward and retaliated with two formulas: a toxic cloud and a stream of lightning gusts.

"Sky Dragon's Roar!" Wendy breathed a tornado blast, blowing away the poisonous fog before it reached her.

"Rainbow Fireball!" Romeo did what he could to keep the jolts at bay with a multicolored fireball.

Once Lucy managed to break free from the gravity spell, Lucy swam up and assaulted Ursula with her scissor blades, vying to cut open one or two of the tentacles obstructing every sharp end. A few seconds later, Ursula wrapped her tentacles around Lucy and threw her against the wall, only for the celestial wizard to steady herself with a kick of her tailfin before her back hit the wall. She swam back and occupied Ursula in a second duel between blades and limbs, each valiantly attempting to overcome the other. At the end of the clash, the sea witch repelled Lucy with fire-ice diamonds, then shoved her aside with a fire-thunder beam. Sherria cast Sky God's Bellow at Ursula, which she dodged, and then spun around like a top with her tentacles sticking out, forcing Wendy and her friends to scatter.

As Ursula raised her arms, nine potions of different colors floated above her and blended as one to form bolts of ethereal energy shooting where her fingers pointed. "Stun Impact!" Wendy's electrical sphere deflected the bolts, in which the cecalia rose up to steer clear of her own spell being used against her. She was suddenly hit by Sherria's wind-induced fist before she could act, followed by a 9-hit Purple Fire Fist combo from Romeo, which knocked her downward. Ursula deftly swam around the room while throwing her potions or casting random elemental mixtures to keep her foes at a distance, all of which Wendy, Romeo, Lucy, and Sherria were able to block or dodge. "Sonic Blade!" The Sky Maiden was quick to anticipate Ursula's agility and caught her in a string of supersonic Keyblade slashes, crashing her next to the giant conch shell at the last swing. Getting up, the sea witch charged at Wendy and collided her tentacles with the Three Wishes in a struggle.

"Persistent little brat!" Ursula growled. "You and your impertinent friends just don't know when to fold!"

"Oh, yeah?" Wendy frowned. "Well, you're a big, selfish crone who needs to lay off hurting people with magic!"

"Was I ever?" Ursula chuckled. "If manipulating merfolk is a crime instead of a hobby, then I suppose I'm guilty. But no matter what anyone thinks of me, I do whatever I want!" At that moment, she kicked Wendy in the gut and blasted her with pillars of thunder and ice rising from the floor, another formula put together from combining five potions. The Sky Dragon Slayer made a quick recovery and clashed again with Ursula's limbs, which were coupled along with a collective of eruptive concoctions used as either projectiles or makeshift shields. Once the duel ended, Wendy smacked Ursula with a 12-hit slash, and then swam left and right to elude dozens of potions being tossed at her.

"Purple Net!" Romeo got behind Ursula and tried to ensnare her in a sticky web of purple flame, but she dissolved it with an ice potion.

"Nice try, kid..." Ursula extended her hands upward, conjured up a ball of fire and ice and lightning out of six potions, and then threw it at Romeo, smashing him to the floor. "But not good enough."

"Hang on, Romeo! Sky God's Dance!" Sherria caught Ursula in a black spiral that sent her floating high above the cauldron before damaging her further in an aerial combo.

"Thanks, Sherria!" Romeo smiled, as he stood back up to his tailfin.

"Cadastre Crab Cyclone!" Lucy spun herself into a tornado with her dual scissors opening and closing repeatedly, and by pushing forward did Ursula get caught in the cyclone that splintered her body.

Soon afterwards, the cecalia became so incensed of her injuries that she mixed seven potions into a hailstorm of icy flame. The burning hail would have smothered Wendy, Romeo, Sherria, and Lucy if they hadn't exercised great caution in avoiding the fragments falling from the ceiling like meteors. All of a sudden, Ursula used her infamous spinning tentacle attack to knock Sherria and Lucy away to the opposite side of her lair, where the rest of the party was presently at work hitting the cauldron with their magic, hence separating them from Wendy and Romeo.

"Sherria! Lucy!" Wendy exclaimed, and she was coming to their aid when Ursula blocked hers and Romeo's path.

"Don't even think about it, kiddies!" Ursula threatened, holding a potion in her hand. "I must admit, you got me backed to a corner with your fancy powers, but make no mistake, I have plenty more tricks up my tentacles. Like so..." She hurled the potion into the cauldron's ever-changing liquid, granting an additional boost in unleashing some of her most deadliest spells, never aware of what the group's greater half had been up to. "When I done with all of you, there won't be enough left to bury! I'm going to knock you all the way to the empty void of the sea!" She hoisted her arms high as she made ready her spell, prompting Wendy and Romeo to brace themselves...

"Hey, lady!" Donald's voice drew her attention to the cauldron, where the glowing liquid was bound to erupt from a cascade of spells fiddled together, not to mention the colors flashing at random, and the fireballs spurting out of the base. The royal court wizard was holding his staff, sporting a confident grin. Wendy and Romeo gasped as they observed and gradually understood what that meant for Ursula. "Have some of that! Thunder!" At that moment, small bolts of lightning afflicted the cauldron, igniting its overloading contents, sending an immense burst of magic spilling out in all directions!

"Y-You! You were—" Ursula was overwhelmed by the blast before she could prevent it from spreading. A tortured scream was the only thing she let out, and the shockwave didn't affect Wendy and company. As soon as the magic passed, Ursula was heavily dazed.

Everyone was bewildered at the damage done from disrupting Ursula's main source of magic. Sebastian's strategy had proven successful, leaving the cecalia down for the count. Wendy cried, "It worked! The magic in the cauldron exploded and then knocked her out!"

Romeo likewise shared her awed expression. "Whoa, that went better than expected."

Sherria called out, "Hey, are you guys okay?"

Wendy responded, "We're fine! Thanks!"

Donald insisted, "Talk later. Attack now!"

Ariel was the first to close in on Ursula, ramming her body in a spiral blow. Wendy and Lucy swam in and executed a series of slashes with their respective blades, followed by Juvia's Water Nebula, Donald's Blizzara, Romeo's Yellow Fire, Sherria's Sky God's Bellow, Carla's fins, and Goofy finishing the combo with a bash of his shield to the face, making the sound of a gong.

The attacks did manage to snap Ursula out of her trance, and she snarled at Wendy and her friends. "You arrogant little...! I suppose somebody told you about my ace in the hole?"

Romeo answered, "Yeah. Gotta love and hate the guy who filled us in, right? Blue Fire!" His fists igniting in a blaze of his selected color, he lunged forward and socked Ursula in a 15-hit combo.

Lucy followed, "Save some for me! Cadmium Crab Crunch!" Her blades fused to form a pair of giant scissors, and she closed them around the defenseless Ursula, chopping her body about seven times and then slamming her against the wall.

Ursula barked, "How dare you! Flotsam! Jetsam!" Right on cue, her two eel cronies made their return to the battle shortly after being knocked out for a short while. They wrapped their slithery bodies around Lucy's arms, rending her defenseless. She struggled against their grip before witnessing Ursula spin her tentacles again and propel towards her. However, Wendy and Sherria approached the pair at breakneck speed and knocked them off with their tails. Once freed, Lucy floated upward, the others coming to either side, just barely avoiding getting hit by Ursula's twirling limbs.

"Blizzara!" Donald froze Flotsam with a flurry of cold crystals.

"Goofy Tornado!" Goofy whacked Jetsam with a spinning shell attack.

"Sky Dragon's Roar! Sky God's Bellow!" Wendy and Sherria unleashed a Unison Raid with their breath attacks combined into a mighty blast that pummeled Ursula down to solid earth. When the winds died down, she pulled herself up, her vicious glare unwavering. Sherria taunted, "What's the matter? Too windy for you?"

Ursula sassed, "You just got lucky..." She looked to Flotsam and Jetsam, whom Donald and Goofy knocked out earlier, feeling most displeased of her underlings' lack of progress. "Get up and fight!" She threw two potions at the eels, which popped into emerald healing dust that spread throughout their battered bodies. Instantly, the eels were fully restored and eager to fight again.

Donald grimaced, "Should've known she could use healing magic..."

Carla tensed, "It's so obvious. We expect no less from a witch."

Goofy shouted, "Quick! Hit the cauldron with magic again!"

Juvia complied, "Understood!"

Ursula bellowed, "Oh, no, you don't! I won't be fooled twice!" She tossed a potion into the cauldron, and the multicolored mixture transitioned into a single shade of yellow. "Are you ready?!" The cauldron suddenly burst into a volcano of golden fireballs raining down upon every section of the lair. Donald panicked and nearly got struck by the molten rock, had Goofy not been there to block with his shell. Everyone else evaded as best as they could, but Ariel ended up not being fast enough, and got struck hard by the fireballs, blasting her into the wall.

Wendy and Lucy screamed in unison, "Ariel!"

Ursula cackled, "Ha-ha-ha-ha-ha! Now I'll deal with you the same way I dealt with your dear daddy!" She spun wildly in the water, then flew at Ariel.

Wendy chanted, "Stun Impact!" She flew between the two and repelled the attack with a protective energy sphere emitted from the Keyblade, giving Lucy time to pull the little mermaid out of the way. The tentacles struck the surface of the Stun Impact several times, and soon after absorbing much of the force, it ended in a burst that made Ursula reel back.

Lucy asked Ariel, "You okay?"

Ariel shook her head to refocus herself, then answered, "I'm fine, thanks to you."

Lucy confirmed, "That's good. Because now that she knows we're targeting the cauldron, I have a feeling she won't give us an opening anytime now." She turned to see Donald, Goofy, Romeo, Sherria, Carla, and Juvia fending off Flotsam and Jetsam, all the while Wendy evaded a few tentacle strikes from Ursula.

Ariel suggested, "What we need is another distraction. I'll go help the others!" She rushed towards the six party members who were fighting the eels, while Lucy swam over to Wendy's side.

Ursula snarked, "Very clever, but even the smartest of sea monkeys can't compete with the intellect of able-bodied creatures like myself. When my boys are finished with your friends, they'll be coming for you." She prepped up another concoction in her palm, and pointed a finger at Wendy and Lucy. "But before that, I'm coming for you!"

Lucy gripped her scissor blades. "Figures. This might've been different if Natsu, Erza, and Gray were with us... But I'm not complaining. Us girls are more than enough for someone like Ursula. Not only that, us two are part of the strongest team in Fairy Tail. If she thinks we can't fight well because we're girls, she's sadly mistaken." Smiling, she faced Wendy. "Some things never change, do they? Here we are, back in Sun Village."

Wendy seized her Keyblade. "We may be apart from our friends, but we're strong as ever. There's nothing we can accomplish together." A Sky Dragon's Crushing Fang formed around her right hand. "She'd have to train another hundred years to stand a chance against the two of us! Let's show her what we're made of!"

Lucy agreed, "You tell me!"

Ursula snorted, "Two against one won't make much of a difference! You will all go down!"

Wendy replied, "We'll see about that!"

Ursula swiftly cast her potion into the cauldron, once again altering the liquid's contents, and simultaneously conjured up a fire-ice-lightning ball formula. She flung it at the two girls, who swam in opposite sides to dodge the spell, then charged with their weapons. A two-on-one handicap clash ensued, three swords coupled with a crushing fang of wind bouncing off tentacles, a plethora of potions detonating like fireworks, and devastating magic formulas missing their mark. Four minutes later, Lucy swam over Ursula and sliced her from behind, while Wendy cast Sky Dragon's Claw to knee her in the face. With Ursula flung up high in the water, the girls separately performed Strike Raid and Cadastre Crab Cyclone in an aerial combo before Ursula hit the floor. The cecalia shook it off and swatted her tentacles and potions Wendy and Lucy. All the blows and projectiles were deflected with little effort, and it didn't take long before the two were being chased around by icicles, diamonds of fire, and toxic mists. One more clash, and it ended with Wendy scratching Ursula in a blend of Keyblade and Sky Dragon's Crushing Fang, followed by Lucy executing a Cadmium Crab Crunch.

"Not bad. But let's see if you flutter out of THIS!" With a mere extension of her arms, Ursula conjured up two magic circles that trapped Wendy on both sides of her waist and released a coupling of crimson light.

"What the—" The magic struck Wendy before she finished her sentence, and she let out an agonized scream.

"You know, I made a promise to myself once. That I'd add you to my little garden," Ursula chuckled. "And look how well I've kept it." The light instantly engulfed the ensnared Sky Dragon Slayer, slowly transforming her into a worthy addition to the sea witch's yard of innocent victims. Smiling wickedly at her prey, Ursula watched with delight. "You can't imagine how gratifying it is to see you join the herd, just like all the rest!" She tapped her chin, "I wonder, will you stay adorable and cute after that? I'll enjoy what comes—"

"Sonic Scissors!" Lucy unleashed a barrage of scissor-shaped waves from her blades, skewering Ursula and interrupting her spell before it could be completed, releasing Wendy in the process.

"Phew! That was close," Wendy sighed in relief, just as she thought she was fated to be converted into a polyp. She turned and smiled at her savior, "Thanks, Lucy!"

"No problem," Lucy smiled back. "That's what we do as a team. We have each other's backs."

"It's true," Wendy agreed. "We're both members of our guild's strongest team, after all!"

"THAT'S IT!" Ursula hollered with outrage. "You have irked me for the last time! Now I'll make you all disappear! Winds of the Caspian Sea, hear my command!" She lifted up her hands and chanted a spell through her cauldron, which began to glow in blue and yellow, and the contents were discharged in the form of massive tornados that spread across the entire room. Wendy and company were caught off guard by the cecalia's second most formidable incantation, prompting them to swim faster to steer clear of the rapidly rotating columns of air and water threatening to turn their bodies inside out. Some whirlwinds did manage to catch a few party members, but the rest were surprisingly nimble, and that irritated Ursula, who directed the storm like a conductor, for the most part. "Hold still, you annoying pests! I wouldn't have to be doing if you just behaved! You should know better than to muck about in my turf!"

"Keep telling yourself that!" Romeo retorted, moving left to dodge a tornado.

"You're just a big bully with a big ego!" Sherria argued, rushing past two cyclones.

"Gawrsh, there's too many of 'em!" Goofy panicked, surrounded by three tornados.

"Somebody help us!" Donald whined, being chased around by three others.

Ariel noticed that Ursula was too sidetracked infesting the lair with her magic in a desperate attempt to rid herself of the group's presence, so she quickly took action by tossing a lightning potion at the sea witch, electrocuting her. Without its master taking the helm, the cauldron stopped glowing, and instantly the tornados were gone, much to the relief of Wendy and her friends. "What in the—" Ursula turned and glared at the little mermaid, who turned and swam away. "You DARE to interrupt me?!" She gave chase, not knowing that she just gave Wendy an opening.

"Dragon Slayer Secret Art: Shattering Light: Sky Drill!" Wendy rotated her arms to form a gigantic drill of wind and sent it flying towards the cauldron, piercing the substance within, eventually causing another magical surge that exploded onto Ursula, Flotsam, and Jetsam, stunning them yet again.

"Not... another one..." Ursula wheezed, her senses deluged by the blast of overflowing sorcery deemed twice as powerful as the last.

"Everybody, hit her hard!" Wendy yelled, the Three Wishes Keyblade glowing yellow for a Sonic Blade. She, Lucy, Romeo, Donald, Goofy, Carla, Sherria, Juvia, and Ariel all came at Ursula from all sides. In countless swift strikes and spells, they dealt a maximum amount of damage, ending with a Sky Dragon's Roar that sent her flying near the conch shell.

Gravely weakened, Ursula shook her head, regaining herself as she grew even more exasperated towards Wendy and company. She intended to activate a third spell from her cauldron in retribution for her injuries, but her anger soon turned to despair when she witnessed Flotsam and Jetsam being disintegrated by the foiled magic, the strain of the influx far too severe for the eels to endure. With one last blink, Ursula's beloved eels dissolved into dust, leaving her at the mercy of the heroes. She wanted to get back at them for this treachery, but considering how strong they were and how much she suffered, her only alternative was to retreat. "You'll pay for this!" Ursula vowed, turning around in a fury and swimming through the conch shell, disappearing from sight.

"Stop! Get back here!" Lucy called out, as she and the others followed Ursula into the fortified carapace, only to stop when the hole at the hole closed up from behind, preventing further pursuit. The celestial wizard could do nothing but grit her teeth at letting the opportunity slip away when it presented itself. "Drat... We had her right where we want her. And she still has the trident."

"We have to get it back!" Wendy implored, before facing the conch shell. "But where else is there to go if we can't go that way?"

"She must've swam to open waters," Sebastian assumed, as he and Flounder came out of hiding. "Perhaps she is making ready another one of her elaborate schemes to lure us out. She may be expecting us outside. If fortune favors us, the trident must be there."

"She's buying herself time..." Ariel thought out loud. "I think I have an pretty good idea where she's heading to."

"You have? Where?" Wendy asked curiously.

"It's just a hunch, but I'm willing to bet she'll be there," Ariel replied. "There is one place I know that can take us to open waters. Follow me!" She rushed off, and her companions kept up the pace.

Just as the rest of the group had already exited the lair, Wendy stayed behind for a short moment to look over the polyps. The sheer expressions of terror and anguish from those who were once normal merfolk weighed on her heart; she kneeled in front of them for a closer glance. "I'm sorry I didn't find a way to change you back. Ursula almost turned me into what you are now, but Lucy saved me." She sighed deeply, "I know how you feel... If I were put in your position, I'd probably be sad forever, much like you." A wave of resolve soon washed over her remorse. "You all be back to normal before you know it. I promise you." She got back up, "Ursula will pay for what she's done."

The polyps had no response, but by looking into their eyes, Wendy knew they heard every word and took them at heart. She made a vow to all those who had been victimized by the sea witch, and she pledged to keep it for their sakes.

"Wendy!" Romeo's voice beckoned her to follow it outside, leaving the turmoil of Ursula's grotto behind.

Calm Depths

Ariel decided that the fastest way to reach a wide open area in the ocean was through a passage in the calm depths right next to the shipwreck's main entrance. Since it required getting past the seemingly impassable currents to get there, the entourage sought out the dolphin's help one last time, then rode all the way to the tunnel that led them into open waters. In high spirits, Wendy and her friends followed the trail, hoping that Ursula was there waiting for them with the trident still in her possession, so they could return it safely to King Triton.


Open Ocean

They swam out of the tunnel and into a broad clearing with a view of the ocean depths that stretched out as far as the eye could see, where nothing but sand and sunlight accommodated the undertone. They all pushed forward on the evidently endless plain, Ariel slightly ahead of Wendy and the others, when suddenly...

"Welcome to your worst nightmare!" Ursula's voice boomed across the large space, and the sea witch herself emerged in front of them. Flounder and Sebastian backed away, since they were unable to do anything at this point but observe the conflict from the sidelines. "You've done well to make it to the ideal place for our final bout. I should have expected as much from the Keyblade master and her troupe of merry misfits!"

Wendy just scowled— she would've liked to retort back to that, but she knew Ursula had anticipated the party's arrival in open waters, and what they came here for. Instead, she demanded, "There's nowhere left to go! Give up the trident now!"

Ursula jeered, "The trident? You mean this?" As she held up her hand, the aforementioned weapon materialized in a flash of light with her fingers around the base. "All these years, I've been butting heads with that pushy trident-pointing geek. Don't get me wrong. Vandalizing Triton's kingdom on a daily basis is a pretty good gig. But to be able to take away that which made him the mighty ruler of the seas, to claim his source of power as my own, is just so much more endearing to the soul! You can't imagine the look on his face when he realized his little toy now belongs to me. I think I can." That statement only added fuel to the fire in the group's anger, especially Ariel, whom the sea witch brought into the fold of her sinister plot. "Do me a favor and send him my warmest regards, would you? Oh, wait. I'm afraid you won't be..." She added as an afterthought, "...because you will all be gone!" She motioned the trident towards Wendy and company, "If you so desire to undermine my plans, you may as well consider your futures very short! I'm giving each of you a special reward for giving me quite a challenge earlier. You're going to enjoy it. And my poopsies... Flotsam and Jetsam..." For a brief moment, she displayed sorrow for the eels who were vanquished at the end of the first battle, before it was smothered by rage. "I will avenge them!"

Wendy glared, "You just won't stop, do you? Tricking people into doing your dirty work and then taking what doesn't belong to you? We're not gonna let you get away with that!" She took out her Keyblade, "If you won't hand over the trident, then we'll have to take it by force!"

Romeo's fists burned with Yellow Fire. "The hard way. Just the way I like it!"

Lucy changed into her Leo Star Dress. "Get ready for a straight up beatdown, sea hag!"

Donald declared, "It's just us and her now!"

Goofy beckoned, "Here we go, everybody!"

The violent fury in Ursula's demeanor came to a boil at their perseverance. "You actually believe you can stop ME?!" Her voice rose to a roar as she raised the trident aloft. "You pathetic fools! I rule the seas now!" She spun upwards, and with a mere blink of the trident's teeth, a wave of ink and darkness suddenly emanated from below as she began growing to a size so immense, it outweighed any structure the party had seen thus far. "The sea and all its spoils bow to my power!" Her voice grew deeper due to her increasing magnitude, and by the time she stopped growing, a golden crown similar to Triton's was adorned on her head, signifying her domination as the self-proclaimed ruler of the sea. As Ursula towered over Wendy and her friends, they swam upward to escape from her crushing tentacles, just in time to witness the gargantuan cecalia staring down at them with crazed eyes, the trident gripped firmly in her right hand. Mere words could not describe how huge and more horrifying she had become, but the shock in their faces explained it all. Compared to her, they were merely the length of her eyes.

Juvia shuddered, "What in the name of Leviathan?! She almost lives up to the Super Wizard Giant Phantom MK II, or for that matter, the dragons we've fought at Crocus! Then again, perhaps not."

Goofy shivered, "She's even scarier up close!"

Donald sweated, "Anyone else here feel regret?"

Carla told him, "If you wish to flee, be my guest."

Sherria noted, "I don't think she'll let us get far now!" She was right, as Ursula generated a massive cyclone that encased the area around herself and the group, preventing escape unless one side triumphed over the other. Broken ships and such were carried up and around the vortex, like a swarm of airplanes flying around a terrifying sea monster.

Romeo tensed, "This just keeps getting better and better. She could even beat Monstro in a fight. That is, if he ever comes here..."

Wendy asserted, "She may be big, but we're more nimble! Let's beat her down to size!" Everyone else nodded in approval, and charged at her. The final showdown to decide the fate of Atlantica had just started!

"Hey, you. Not so fast!" Ursula barked, as bolts of lightning shot out from specks of light shining above and around her. The bolts rained down upon the heroes, who scattered and evaded with as much velocity as they could muster. Wendy delivered a series of slashes against Ursula's side, though it didn't seem to faze her. The same was said for Romeo, Carla, Lucy, and Juvia's combined attacks. "Get ready for this!" Ursula sucked in her breath and spat out disorienting bubbles at Donald, Carla, and Ariel, compelling them to swim in circles to avoid getting struck. While the rest of the group was occupied by the rampant lightning and water, Wendy and Sherria managed to get behind the sea witch's neck and pummel away. All of a sudden, there was a change in the current, and Wendy felt herself being swept upward towards Ursula's mouth. She swam away frantically to avoid getting eaten.

"Gotcha!" Sherria grabbed Wendy by the arm and pulled her out of the vacuum just as the enormous cecalia nearly bit down her tailfin. "Close call!"

"I owe you one!" Wendy cried, dodging a small lightning storm coming down from above.

"Don't thank me yet!" Sherria responded, casting Sky God's Bellow at Ursula's cheek.

"Hmph! Slippery little morsel," Ursula muttered. "Even when literally beneath me, you're much more of an annoyance. I'll dispose of you quickly, and then eat you for lunch!"

As lightning continued to strike around them, Wendy and Sherria could see the storm was implemented as a mechanism for both offense and defense. Once they were sure it had left Ursula exposed as long as the others kept the tempest focused on them, they started swimming towards her. As the two swam through a host of lightning, they saw Donald, Goofy, Carla, and Ariel damaging the sea witch's face with conventional spells, shield attacks, fin slaps, and magic potions. The four didn't seem to do much, but it would appear that every blow dealt to the skin had drained portions of Ursula's vitality. For instance, she seemed composed and still intent on eradicating what stood between herself and total domination of the sea, but she was just barely holding herself together in both health and mentality. Coming up on the other side of Ursula's face, Wendy and Sherria shot Donald, Goofy, Carla, and Ariel grins before they began to swim and join their combined assault. This was it; the break was coming...

It never came. Ursula leered at the six from the corner of her eye. "Get over here, you pesky fish!" Her tentacles rose from the abyss, wrapping themselves around Donald, Goofy, Carla and Ariel. "You can't escape my wrath! I'm the queen of the sea, and you will bow before me!" The four struggled in vain as they were pulled away, their bodies and limbs bound, with the exception of Ariel's arms.

"You talk too much!" Donald winced.

"Help! We can't get out!" Goofy screamed.

"Carla! Ariel!" Wendy shouted.

"Donald! Goofy!" Sherria called.

"Now, as for you..." Ursula faced the two and spat a second barrage of explosive bubbles at them.

"Water Cane!" Juvia transformed her hand into a whip of water to swat the bubbles out of sight.

"Regulus Lucy Fin!" Lucy kicked Ursula's forehead with her Regulus-powered tailfin.

"Rainbow Fireball!" Romeo hurled a multicolored infernal sphere into the cecalia's face.

"Don't tell me this is the best you sorry excuses of surface dwellers have to offer against the new and improved Ursula!" the giant sea witch laughed mockingly. "Your toys and magic tricks feel like nothing but sea butterflies to me now!"

"She's right," Lucy pointed out, as she dodged countless bolts of lightning before attacking Ursula's face with her whip. "No matter how hard we hit, she just keeps hitting us back, one after the other!"

"Then maybe we need to stop her in place!" Wendy suggested, and she raised the Three Wishes high. "Stop!" In an instant, Ursula's time was temporarily immobilized. "Come on!" She swam in and executed a fast combination with a blend of various Sky Dragon Slayer spells, all the while Romeo struck with his Yellow Fire Fists, Sherria with Sky God's Boreas, Juvia with Water Slicer, and Lucy with her tail and whip fueled by the light of Regulus.

Once the effects of Stop wore off, Ursula felt the force of physical and magical attacks that the five had delivered all at once, which proved sufficient enough to faze her slightly. "Insolent little fools!" she bellowed, and she summoned an energy beam she inhaled and then exhaled from her mouth. She aimed it at Wendy and her friends, who began swimming around her to dodge it, but she continued circling, unwilling to let them escape. Amid the chaos, Wendy ended up getting clipped by the tail, having felt the electricity surge from her tailfin to her body and screaming as it tortured her. Ursula caught her breath after the intense beam left her fatigued for a short while, but when she noticed the Sky Maiden had been hit by a portion of the blast, she threw her head up and cackled in amusement.

"Wendy!" Ariel cried out, having managed to pull out a Hi-Potion in the middle of being caught within Ursula's grasp, then sending it flying towards the Sky Dragon Slayer. She caught the item in her hand, and it healed her up in a single gulp.

"Thanks!" Wendy appreciated. "Don't worry, we'll get you out!"

"See that you do!" Carla implored. "We're all tangled up in this situation!"

"We can't break free!" Donald yelled. "Her tentacles are too strong!"

"Hold on, guys!" Romeo assured. "We're on our way!"

"It's no surprise that all of you are actually able to keep up with me in this level," Ursula remarked. "Clearly, you're no ordinary bunch."

"That's because we act as one!" Wendy stated boldly. "Our bonds of friendship make us stronger than any other force in this or any world. Nothing can keep us apart, not as long as we have each other!"

"Your pathetic friendship can't destroy me!" Ursula yelled. "This is not the end, my dears. This is only the beginning! It's not over until Ursula has won!" She raised the trident as it emitted a large spark that pierced through the vortex. As Wendy joined together with the four who were not ensnared by the sea witch's tentacles, they went forth to rescue their captive comrades.

Over the course of the battle's second round, Ursula was completely overwhelming Wendy, Romeo, Sherria, Lucy, and Juvia in regards to raw strength and physical endurance. Speed and strategy, on the other hand, were in their favor. The lightning bolts, the exploding bubbles, the ionic rays, the biting, even shots fired from the trident, they were equally devastating in their own category. Wendy and her teammates were able to avoid these destructive attacks for most of the fight, swimming around and then retaliating against Ursula with slashes, punches, and magic spells. Wendy's Stop spell occasionally made it easier for the party to chain combos; long-range attacks were effective, but full frontal assaults worked best. Although the onslaught didn't look like it weakened her physically, the damage was indeed moderate. Four minutes later, the heroes were forced to fend themselves from Ursula's trident shots.

Wendy asked, "You guys okay?"

Sherria coughed, "Been through worse..."

Lucy groaned, "I don't know how she's still standing. Our combined powers didn't even make a dent in her!"

Ursula taunted, "Had enough, dearies?" She gathered her strength and lifted the trident high, "THIS won't be pretty!" A halo of lightning attacked the water around herself, causing anyone within range to fall back.

Romeo grimaced, "We gotta think of something big, and fast!" He looked over Donald, Goofy, Carla, and Ariel, whose efforts to break free from Ursula's restraints had long exhausted, yet they still held on for dear life. The group needed a way to loosen her grip on their friends and deal a devastating blow at the same capacity, but what? Romeo looked around, trying to look for a solution. Apart from himself and his teammates, there was the giant sea witch, the trident, her captives, the lightning, the vortex, the ships flying around the exterior...

He got it! There was something here in the maelstrom that could strike Ursula at her own size. If years of experience had taught him one lesson, it's that an advantage always presents itself out of hopelessness. But in order to make that happen, a distraction was needed. With that in mind, Romeo approached Wendy, grabbing her free hand and pulling her close as they swam in the midst of evading another halo of lightning.

Wendy blushed as she felt Romeo's shoulder touching hers, asking, "R-Romeo! What are you-"

Romeo whispered, "Listen, I've got a plan. You see those ships out there?" He jerked his head towards the galleons carried by the raging turbulence. "We can ram into her real hard if we use 'em. I'll take one for a spin and give her a barge."

Wendy gasped in shock, "Give her a barge? You mean, ride a whole ship?! You're not gonna do it, are you?"

Romeo smiled confidently, "Yes, I can! Trust me, I've been wanting to do this all day." He hastily dashed towards the edge of the vortex. "I'll be back, Wendy! I promise! Keep her busy!"

Wendy called out, "Romeo, wait!" Her voice fell short, as he was already out of reach.

That did not escape the attention of the other party members, who were dismayed to see him remove himself from the equation. Donald demanded, "Hey! Where's he going?! Romeo! ROMEO!" No response.

Not long after seeing her friend vanish into the swirling tide, Wendy began to understand what Romeo was getting at. At the same time, she grew worried for his safety. It was a pretty reckless idea, and it required expert timing to get it right. One mistake could be their last. But there was no time to think on the matter. Wendy couldn't stop herself from believing in Romeo; she put her faith in him as he put his faith in her. No matter how dire the situation was, she believed with all her heart that he would make it out safely. She had to trust him. And so, Wendy swam over to her other teammates who were deeply concerned as much as she was before she took Romeo's idea at heart.

Sherria pointed out, "We saw Romeo swim off! Where did he go?"

Wendy explained, "He said he has a plan. I know it sounds crazy, but it just might work."

Juvia questioned, "There's a way for us to turn the entire battle around? How can you be sure it will work?"

Wendy reasoned, "I'm not. But it's worth a try. We have to trust Romeo! I think he knows what he's doing!"

Lucy complied, "Well, okay. If he thinks it's a good idea, then we trust you, too. What's the plan?" They huddled together and wasted no time privately discussing Romeo's idea and what to do with Ursula.

The sea witch paid no mind to the conversation and yawned at the lack of action. "I'm so bored. No matter what you do, you merely play the role of fish in a barrel. Is there nothing else that can stop me except—"

"Hey, you overgrown octopus!" She turned to see Lucy swim in front of her face, straightening herself up. "I get you wanna be queen of the sea, but let's be honest..." She placed one hand on her hip, and the other on the back of her head, showing off her figure. "...compared to this good-looking beauty, the only queen you'll ever be is queen of obesity!"

Everyone (except for Romeo who was out of hearing range) had deadpanned expressions at Lucy's below-the-belt taunt. "WHAT DID YOU SAAAAAAAAAAAAY?!" Ursula roared at the top of her lungs. She didn't know how or why someone called her 'obese', but a short fuse instantly lit up at the mere insult.

"You heard me. Queen of obesity!" Lucy sassed. "You're so obese that you're not exactly cutting back on the in-between meals! You call yourself a sea witch? You're more like a sea bag of fat!"

"SHUT UP, YOU BRAT!" Ursula hollered, as she slammed the trident's pommel into the ground, growing more livid by the second. "I'M NOT FAT! I'M STOUT!"

"And you think growing yourself the size of a mountain is gonna change things?" Lucy continued. "That just shows more flab than you have earlier. It'll take a whole hour to swim around your waist, at best!"

That was the last straw. Ursula's eyes glowed red with such rage, she could hardly contain the white hot steam inside her chest. She pulsed with tremendous amounts of magic, static coursing through her muscles. "Now I'm angry! Time to teach you some RESPECT!" She drew the trident on Lucy and released a golden beam that headed straight for her when...

"Three Wishes Command Style: Miracle Djinn!" Wendy's activation of the Command Style of her Keyblade's present form stood between the celestial wizard and the flash of light closing in on her. And here she was, out of the smoke with the Miracle Djinn behind her, producing a Chuparosa Shield that cushioned the beam. "Bloom Buster!" The Djinn opened its hands and released a long string of small energy shots conglomerated into a spiraling ray that struck Ursula by the chest and nearly knocked her over. Everyone was surprised that out of all the techniques and abilities they overtaxed against the gigantic sea witch, Wendy's Command Style caused real damage, even she herself was amazed of her own strength. "Wow! I guess that's another way of hitting her hard!" All of a sudden, that stroke of luck made her more confident than ever. "Which means we have more time." She silently prayed to herself, "Hang in there, Romeo..."

Goofy beamed, "Didja see that, Donald? The golden spirit behind Wendy almost knocked Ursula off the pavement! I think she's usin' one of her Keyblade's Command Style! She's doin' her thing!"

Donald cheered, "That means she'll save us! Hooray! We'll be outta these slimy tentacles in no time!" He motioned his head to himself and the others that were coiled at the moment, before facing Wendy. "Go, Wendy! Get that sea witch good! And set us free while you're at it!"

Wendy looked over at the captive four and complied with a nod. "I will! Just hold on!"

Sherria quipped, "You know what they say, if you can't beat 'em for normal, beat 'em with a Keyblade Command Style."

Juvia nodded, "Well, we certainly have Ursula's attention. And Wendy actually injured her. Shall we assist?"

Sherria smiled, "Nah, I think she's got it under control. She's gonna take her down. I just know she will."

Lucy thought out loud, "Keyblade Command Style... Could this be the Keyblade's true power? Or simply an extra feature?" She then chuckled to herself, "That key-shaped weapon is incredible, isn't it, Mom?"

Ursula shrieked to herself in confusion as she balanced herself and looked around. "Who dares to strike me?! How did I even get hit?! I'm supposed to be invincible! Nothing can touch me! There's no way someone could've left a mark when I grew this big..." A bright flash from below caught her attention, and the pieces came together. "Unless..." She glared down at Wendy, who signaled the Miracle Djinn in preparation for the next wave. Ursula snarled, "Wendy! I should've known. You just couldn't stop at nothing to keep up with me, could you? I suppose you have your own ace in the hole as I had mine." She moved closer towards Wendy, the dark fire in her eyes burning ever brighter. "The hidden power of the Keyblade, I presume?" As she smirked, the trident surged with immense golden energy. "It's nothing compared to the might of a queen!"

Wendy stood her ground. "If you call yourself a queen, then why are you using your power to trample on everyone beneath you? A true queen shows respect and love for her people!" She pointed a finger at Ursula, "You obviously have none! Not for Ariel, her father, or anyone else! You only care about yourself! That's why..." She added with resolution, "...we'll never bow before you! Ever!"

Ursula sneered, "You sound just like Triton. And since you're dying to be as sanctimonious and deluded as him, let's see if I can HELP YOU OUT!" She swung the trident at Wendy, who commanded the Miracle Djinn to deflect it with its fists in an epic clash, booming sounds filling the maelstrom with each blow expertly bounced.

Donald exclaimed, "HAS SHE GONE CRAZY?!"

Goofy panicked, "Ursula's gone off the deep end!"

Ariel worried, "Be careful, Wendy!"

Carla cautioned, "Don't give up, child!"

Sherria encouraged, "Go get her, Wendy!"

Juvia advised, "Do what you must to stop her!"

Lucy shouted, "You can do it! Take her down for us!"

Once the duel ended in less than a minute, Wendy shot forward like a rocket, a rainbow ring spreading out from where the Miracle Djinn provided the boost, and a trail of stardust following her. She flew straight towards the gargantuan cecalia, slamming into her chest and causing her to shriek in pain as the Djinn unleashed a rapid fire fist combination before ricocheting itself and Wendy off with a Suncup Sting. While Ursula was disoriented, the Sky Dragon Slayer cast Canaigre Fire and Marigold Cutter, damaging her more. As she thrashed around in pain and anger, Ursula saw Wendy speeding towards her again. Reacting swiftly, she aimed the trident and fired multiple lasers at Wendy, who managed to dodge them all before she countered with Apache Ice. Just as the young Keyblade bearer was about to strike up close again, she had to reel back when the sea witch summoned a protective lightning halo, followed by a barrage of bubble bombs and several ionic rays she spat out. After seconds of eluding the furious blend of water and thunder, Wendy struck Ursula with a 15-hit combo, a Plume Vortex, and then a Duster Spark. Once she was done, she bucked forward, and executed a Poppy Battery that struck true, pushing against Ursula's face for several seconds before an explosion of ink and blood erupted from it. Wendy was pushed up by the blast, but managed to steady herself. Looking back, she saw Ursula's broken tooth floating out into the twirling abyss, as evidenced by her bloodied lips. Before the Sky Maiden could press on, however, Ursula suddenly let out an infuriated scream for her injury, her flow of magic increasing dramatically. In spite of this, Wendy channeled her magic into the Miracle Djinn, each giving off a brief flash before casting Mariposa Tornado and firing a volley of Dandelion Torpedoes. Ursula swatted the projectiles away with a single swipe of the trident, then fired more blasts in which Wendy either dodged or repelled using the Djinn's Chuparosa Shield. She immediately swam back and pounded the cecalia with the Djinn's golden fists, before switching to long-ranged spells such as Genie Arrow or Bloom Buster. Still, no matter how punishing Wendy's attacks were, the sea witch would always find a way to push back. Akin to how the battle's previous rounds played out, speed and strategy were the deciding factor in Wendy's approach, yet she and Ursula seemed evenly matched in strength. For a time, the very forces of nature raged on in the bottom of the ocean as the audience sat back and watched.

Meanwhile, Romeo moved along the swirling storm and managed to grab a rope hanging off the edge of one of the galleons that were caught in the turbulence, before pulling up on deck. Keeping himself low and tightly gripping whatever he found to avoid getting thrown off, he crawled his way towards the wheel of the ship, grabbed the handles, and then rotated hard. The rudder started to shift, slowly guiding the galleon out of the turbulence, yet it still kept up its momentum for a direct collision course with the target. Romeo pumped a fist in anticipation. "Alright! It's go time!"

Back to the fight, Ursula appeared to be at her wit's end from enduring much of the Miracle Djinn's furious punching combos and random usage of elemental magic spells. "Enough..." Several minutes spent on being clubbed, slugged, pricked by sharp icicles, and getting scorch marks from arrows of light slowly eroded her mood. "Enough...!"

"Suncup Sting!" Wendy compelled the Miracle Djinn to fire a triple laser blast, two beams hitting the stomach, and one in the forehead. This was it. The sea witch could not tolerate being outwitted by a little girl paired with a golden guardian spirit for one more second.

"I said ENOOOUUUUUGGGGGH!" Pressed to the point of madness from all the abuse, Ursula finally blew her top, and with it, the golden magic surrounding her body. Wendy and her friends recoiled at this outburst, the Djinn halting its relentless assault. Driven by her determination and obsession to eradicate her opponent, she raised the trident high into the water's surface. The ripples thundered, lightning briefly encircling the tip, before it was directed at Wendy. She was so surprised by the rampant voltage to try and escape that she was hit full force. The potency of Ursula's desperation attack caused Wendy's body to tremor, but she wasn't harmed completely thanks to the Miracle Djinn guarding her. Using this as a diversion, the sea witch raised one of her massive tentacles to seize the pressured Sky Maiden, and eventually entangled her in its grasp. Where there was distress, it now turned to ecstasy and a moment of glory for Ursula.

"WENDY!" Donald, Goofy, Carla, Ariel, Lucy, Sherria, and Juvia screamed in horror, watching their friend struggle as she was being squeezed to death by the tentacle.

"Ha-ha-ha-ha-ha-ha-ha! Who's the pathetic one now?!" Ursula laughed wickedly, bringing Wendy closer to her face. "Anything else you have to say before I crack you open like an oyster?!"

Once Wendy gathered enough breath, she glanced at the oncoming ship from behind Ursula, and grinned. "Yeah... You better watch your back!"

Ursula looked confused at first, but as she turned around, the answer came to her in the form of a galleon heading straight for her, with Romeo at the helm. It drove into her chest, the bowsprit stabbing her through the gut! The cecalia let out an agonized, inarticulate scream, the damage proving sufficient to lessen the grip of her tentacles on Wendy, Donald, Goofy, Carla, and Ariel. Romeo swam off the side of the ship as it broke apart from the impact, satisfied with his progress. "Yes! We got her!"

"Romeo!" Wendy exclaimed and waved at him, delighted in observing the result of his crazy yet ingenious plan. "You did it! Your plan worked!"

"Hey, Wendy!" Romeo took notice of her approval from a short distance and waved back. "I told you I'd do it!"

Not long after being released from Ursula's tentacles, the party members reunited to witness Ursula struggling in vain to remove the galleon's broken front half off her gaping chest, while simultaneously glaring venomously at the heroes for this defiant act. "You... think... this will... kill me?! I'll... kill you... first!" Using what vitality she had left, she began inhaling water, dragging a baffled Wendy towards her with the trident at the ready. "Stupid... little... girl! You... will... pay...! I will... make you..." She prepared to take a swing, "...SUFFER!" Little did she realize that the Sky Maiden had come prepared...

"Wendy! Get outta there!" Romeo yelled.

"Command Style Critical Art: Pollination!" Instead of swimming away, Wendy used this to disperse the Miracle Djinn into small particles of light particles and let the vacuum suck them down her throat. And then suddenly, Ursula felt as if she was about to burst, as if something was ripping her apart from within. Looking down at her free hand, she was horrified to see the skin inflate like a balloon. The effect spread to parts of the chest not taken by the galleon, then the shoulders, then the arms, then the face and head. And in one enormous POP, the Pollination burst out in a flower of heavenly rays that pierced the entire body! Ursula could barely breathe, or stop herself from flailing about the crackling water. In a matter of seconds, her scream came to an abrupt end, the trident falling from her hand as the Pollination reduced her to a flurry of black ooze. When the blossoming light vanished, so did the smoke. The gigantic sea witch was gone, and the vortex with her, leaving every party member who beheld the shocking finale completely mortified.

"D-D-Did Wendy just do what I think she did?" Donald stuttered.

"Yeah. She made Ursula explode. FROM THE INSIDE!" Goofy exclaimed.

"I can't believe what I just saw..." Ariel breathed.

"This is like Tartaros all over again," Lucy muttered.

Wendy sighed in relief as the trident shrunk down to its original size in a beam of light. She held it in both hands, and sensed the overwhelming magic within. She beamed at the victory, though it took a lot out of her from withstanding a massive lightning storm and the constraints of an oversized tentacle. With another sigh, she fell backwards, loosening her hold on the trident. Fortunately, Romeo caught her in his arms, while Ariel retrieved the trident before it fell into the sand. For a moment, Wendy looked like she was exhausted from her ordeals, but she was still conscious, and she looked up at Romeo with a weak smile that helped her forget the troubles.

"Wendy! Is she okay?" Carla gasped.

"She's more than okay. She's brilliant! She drove her magic into the heart of the beast and destroyed her from within! How brave!" Juvia admired.

"You saved the day again, Wendy! With your incredible Command Styles! You're the best! We knew we could count on you!" Sherria whooped.

Immediately, the group burst into cheers and applause for the Sky Dragon Slayer who utterly annihilated Ursula. Romeo, however, was focused on tending to her weakened state. "Geez, Wendy, you could've gotten your tail bitten in half. But that was seriously cool. You made her explode." His grin widened, "After I drove a ship through her gut!"

Wendy croaked, "Well, this isn't the first time we've all done some crazy stuff. I mean, you drove a huge ship and made a successful crash. You did great back there. I never would've stopped her without you. How did you do it? You know, drive a ship?"

Romeo admitted, "Let's just say... it's sort of my thing since I was a kid."

Wendy wondered, "Your thing? You mean, you always wanted to ride a ship like that?"

Romeo stated, "That's only half of it. If I told you everything, it'd be a long story."

Wendy proposed, "Okay, you can tell me when we get back. You must have a lot on your mind."

Romeo nodded, "Yeah, I do. There are a few things about my life that I haven't told you."

Wendy smiled, "I can't wait to hear it, Romeo. I'd like to know more about your life."

Romeo agreed, "Sure. No problem."

"Hey, look!" Goofy noticed the trident shining in Ariel's hands, the rest of the group looking his direction, silencing the cheers. Rising out of the object's brilliance were items of two.

"Another Magic Orb!" Donald was quick to identify the electrical sphere floating in front of them. "And it's lightning! Now Thunder will be upgraded to Thundara. Did I mention it's also my personal favorite spell? Two times the magic means two times the power. This is great." As he smiled to himself, the Magic Orb burst into light and assimilated with his staff and Wendy's Keyblade, hence completing the upgrade.

"And another page of Ansem's report!" Carla went to obtain the other item. "We'll be able to look more into his research."

"I think that's the trident's way of thanking us for saving it," Sherria guessed.

"A great victory comes with a great reward, don't you think?" Juvia commented.

"Guys, you might wanna see this!" Lucy interjected, waving a hand off towards the distance. From afar, the party could see merfolk of all shapes and sizes coming out of Ursula's grotto, delighted and free to taste the open water. It didn't take long for them to realize that the sea witch's past spells had unraveled in accordance with her demise, and the moaning creatures that once made up her 'garden' returned to what they once were. They were no longer slaves. They were liberated!

"We did it!" Wendy cried happily, and her friends joined in on the celebration. The promise she made to Ursula's prisoners was fulfilled at last, and that brought her so much joy. Again, there was cheer in the open ocean. Another villain in the council of the Alliance of Evil bit the dust.


Throne Room

Two hours after Ursula's incursion into Atlantica, the peace-loving merfolk worked tirelessly to restore the kingdom to its majestic glory. It was no longer under constant threat from the Heartless or the dark guilds now that the people in charge had been dealt with, and the citizens resumed their merry lives under the sea. All manner of creature could be seen roaming outside the kingdom since the order to remain there was no longer in effect; a clownfish playing tag with his son, a herd of jellyfish dancing along the gorge, a trio of young mermaids collecting shells, and dolphins cheerfully jumping up and down the water.

Wendy and her friends took deep breaths, trying to relax. Just twenty minutes ago, they had accompanied Ariel back to the palace. The merfolk whom Ursula once enslaved and transformed into polyps immediately recognized their savior, the young mermaid with dark blue hair who talked to them and made a vow before she left the grotto. A crowd swarmed around the Sky Maiden, thanking her with open arms and shouts of joy, and her friends could see her laugh... And now, in the presence of King Triton, they saw a tear falling from Ariel's eye. Though the trident was handed back to her father, and all was well, the little mermaid was still burdened with tremendous guilt for helping Ursula. "Daddy, I'm so sorry."

Wendy pleaded, "Please, Your Majesty. Don't be angry with her."

Triton paused, then stood from his throne and pulled his daughter into a loving embrace. He confessed, "No, it's my fault. You followed Ursula because..." He struggled to find the right words to back his sentence, "I wouldn't let you follow your heart." He sighed happily, "All that matters is that you're safe." Ariel sniffled as she brushed the tears away and hugged her father back.

Sherria felt her own tears tracing down her cheeks at this affectionate display between father and daughter, leaving Wendy to console her with pats on the back. "So beautiful...!"

Once he and Ariel broke away, Triton sat back on the throne and faced the group. "As for all of you, I must apologize for my irrational behavior. When you first came to me, I thought you couldn't be trusted. But it has become clear to me that my pride and arrogance led me astray, blinded me to see that you were doing the right thing all along. Like Ariel, I wouldn't let you follow your own hearts as well. And when you found that crystal, I lost my temper and destroyed it."

Goofy recalled, "Oh, yeah! We've been meanin' to ask you that. Why'd you destroy the crystal in Ariel's grotto?"

Triton explained, "That crystal held the power to reveal the Keyhole. The Keyhole is dangerous. I had to keep you away from it at any cost."

Everyone (minus Wendy, Romeo, Lucy, Carla, and Ariel) exclaimed shockingly, "WHHHHHHAAAAAATTTT?!"

Sherria whined, "You mean we had it right under our noses this whole time, and you wrecked it?!"

Juvia groaned, "I do not believe this. Of all the nerve, we lost our only ticket to completing our quest!"

Donald quacked, "What's the big idea, smashing it to pieces like that?! We were so close!"

Triton sighed, "Yes, I admit it was a mistake born out of shortsightedness. But I haven't lied, either. I hope you forgive me for the trouble I've caused."

Ariel muttered, "Daddy..." She began to understand why her father did what he had to do in order to prevent a potential catastrophe; he had known of the Keyhole's existence from the very beginning.

Triton offered, "The least I can do to make amends is to grant the key bearer one more request:" He turned to Wendy, "Seal the Keyhole."

Wendy gasped, "You're letting me?"

Triton replied, "I have no doubt you are more than capable of this task. If the key bearer is not meant to shatter peace and bring ruin after all, then I ask that you honor my request. I wish the last vestiges of this nightmare come to an end by your hand." He paused to let this sink in, "Will you do it?"

Wendy nodded, "Of course I will. That's what we had in mind from the start. Leave everything to us." She grew curious, "But with the crystal gone, how can we find the Keyhole?"

Triton assured, "Never fear, child. My trident also holds the power to reveal the Keyblade."

Wendy beamed, "That's great! Thank you so much, King Triton!"

Lucy implied, "I don't think we explained ourselves as to why we wanted to find the Keyhole in the first place, did we?"

Carla mused, "Unfortunately, yes. If we told him everything, these misunderstandings might have been avoided."

Ariel asked her father, "Where is the Keyhole, Daddy?"

Triton answered, "You should know better than anyone. It's in your grotto. Just take the trident there, and—"

Ariel cried excitedly, "It is?! Why didn't you say so?!" She hastily grabbed the trident from its spot behind the throne to the dismay of her father. "I'm borrowing this! I love you, Daddy! Bye!"

Triton yelped, "W-Wait! Shouldn't you let me..." She had already raced out of the room before he could reach out. "...guide you there?" He sighed hopelessly in knowing that no amount of persuasion could tamper his daughter's cheerful heart. "Oh, Ariel... What am I to do with you?"

Romeo remarked, "Huh, who would've known? It's kinda surprising."

Sherria grinned, "At least we have another chance. Come on, let's go!"

Goofy added, "We've got a Keyhole to lock up!"

Triton requested, "Before you go, I need to have a moment..." He glanced at Carla, "...with the catfish."

Carla noticed that the sea king was referring to her. "Just with me?"

Triton nodded, "Yes. With you alone."

Carla gave a moment's thought, then complied. "Very well. If that is your wish."

Wendy offered, "We'll wait outside, Carla. Take your time."

Carla promised, "I won't be long."

Sherria quipped, "Please don't start another argument. It's bad enough with just one." Everyone laughed to themselves, and the party left the throne room, to which only Carla and Triton stayed behind.

Triton cleared his throat, "I am indebted to you for making me see my error in judgment. Your friend, the key bearer, has shown bravery and integrity, unlike myself. I'm afraid my mind and my heart are not as sound as they were."

Carla acknowledged, "Your Majesty, I know that you still care for the wellbeing of your daughter. You have your duty, as I have mine. A parent should be responsible not just for their child's actions, but for their own. Am I wrong?"

Triton questioned, "Your duty? Are you saying that the girl... the one holding the key... is your daughter?"

Carla clarified, "I don't actually consider myself her mother, but I am her guardian. And her dear friend. You see, I've watched over Wendy ever since she was an infant. I was a little overprotective at the time, very much like you, but as she grew up, a lot had changed. Wendy may longer need my guidance, but she's such a wonderful girl." She smiled sadly, "And I still love her, no matter what."

Triton confirmed, "I see... That would explain how you displayed so much passion and resolve when you stood up to me at the grotto. You defended her. You pointed out my flaw when I didn't listen."

Carla nodded, "And that I did. Speaking of, I am truly sorry for calling you faithless and ungrateful. I, too, have been a victim of my own anger. But you understand what I mean. We each follow our duty to protect those that matter to us. In a sense, we're very much alike in some ways."

Triton smiled, "At the very end, we come to an understanding. There are no hard feelings between us, aren't there?"

Carla chuckled, "Not a bit, Your Majesty. Even a king knows his faults. But here, no one ever is." She bowed respectfully to the sea king, "I must go. I hope we'll meet again, under different circumstances." With that, she turned and swam for the exit.

"Wendy is her name, isn't it?" Triton stopped her. "I don't believe you ever told me yours."

The white Exceed looked back and replied with a gentle grin. "It's Carla."


Ariel's Grotto

At the end of Carla's private meeting with Triton, the return to Ariel's grotto was short and turned out rather pleasant without any sign of the Heartless or the dark guilds. Wendy and company gathered around the trident-shaped impression where the crystal once filled the empty slot before it was destroyed by the trident, which ironically served as another piece of the puzzle. Ariel allowed the trident to float out of her hands as it glowed, the teeth matching perfectly in angle with the ornament. In a second, the resonance of both crystal and trident caused bubbles to sprout from the shelf in the middle of the grotto, ascending towards the surface. Within the bubbles, the light took on the form of an aquamarine rectangle, revealing the Keyhole the group was searching for. "Time to go to work," Wendy confirmed, producing her Keyblade and aiming it at the heart of the world. It was locked away by a beam of light, and the rectangle dispersed into a ray of bubbles. At this action, peace in the ocean was secured forevermore.

"Tell me, Wendy," Ariel floated over to her. "Your world, what's it like?"

"Oh, about that..." Wendy admitted. "We're really sorry we kept this from you."

"We never would've lied," Romeo stated. "Except we did for the right reasons."

"It's okay," Ariel smiled. "Besides, if you can travel to other worlds, maybe I can, too." She swam upwards in a spiral, looking towards the surface as the idea of exploring worlds beyond the boundaries of her own invigorated her. Dreaming was never enough for the little mermaid; she painted herself times when she could travel the distant universe, when she could learn of various cultures and the people's way of life, and in turn, if some form of miracle occurred, she could be a part of it all, free from the pressures of ocean life. Ariel put her arms at her sides, and then stretched out her hand, as she kept on fantasizing. "So many places I want to see... I know I'll get there someday. I'll find a way somehow. I'm sure of it."

Wendy and her friends smiled. Sebastian, on the other hand, was rather flustered. He sighed, "Well, if you find it, do me a favor and leave me out of it."

Lucy swam up to Ariel as she said, "Here's a word of advice when you actually reach new worlds." She placed a hand on her shoulder and gave her a wink. "Most girls are a little more modest in how they dress. Better wear something before you go anywhere."

"Okay," Ariel giggled. "I'll keep that in mind."

"Well, we better get goin'. There are more worlds out there than need explorin'," Goofy grinned.

"Aww, aren't you going to stick around and play with us some more?" Flounder moaned.

"Would to, love to, but we've got a job to do. We have to stick to it," Donald suggested.

"But we'll come visit you anytime. We're all friends, aren't we?" Sherria assured.

"Absolutely. It's been a delight sharing this undersea adventure with you all," Juvia agreed.

"I'm going with them now," Lucy told Ariel. "I can't stay behind while my other friends are still missing. Wendy and the others need me. We're going to track down the people responsible for Ursula and the Heartless, and save everyone. I'll do everything in my power to help them."

"Always trying to save the day," Ariel admired. "If that's the case, I'll be rooting for you. Even if we're apart from each other, I'll always count on you. I hope you find your missing friends." After a moment of silence, she gave Lucy a big hug. "Thank you, Lucy, for everything." She was almost driven to tears again, "I wish you didn't have to go."

"Me too, Ariel," Lucy admitted, returning the embrace. "I'm gonna miss hanging out with you."

The two parted from the hug in less than a minute, before Ariel took a folded piece of paper from the shelf beside her and swam down to Wendy. "This is from my collection. I want you to have it." She unfolded the paper, revealing something that Wendy recognized all too well. A new Keychain with a light blue seashell as its token. "This is the Crabclaw Keychain. I kept it as a good luck charm. I'm giving it to you so you wouldn't forget all the time we spent together."

Wendy smiled, "For me? That's very kind of you, Ariel. Thank you!" She equipped the Keychain, and the Keyblade transformed into its conjunctive appearance. The weapon's handle was now green and resembled seaweed, while its guard was light blue with a purple mermaid adorning both sides. The shaft was light blue, thin, and resembled a jet of water. And true to its name, the teeth were comprised of a simple, orange crab with its claws pointing outward. Wendy commented on the Keyblade's new design, particularly the teeth, "I think the name has a nice ring to it." She glanced back at Ariel, "Thanks again."

"You have gained the Crabclaw Keychain. Attaching this to your Keyblade will increase your magic and summoning power. It also deals good physical damage. Its Command Style grants you power over the tides." These were the words of the voice in Wendy's head, giving details of the Crabclaw's strengths and abilities.

No sooner had Wendy finished examining the Keyblade's brand new form did Ariel pull her into a hug. "I'll miss you, Wendy. Both you and Lucy."

Wendy sighed happily and hugged back. "Don't worry. We'll see each other again. As long as we're friends, it's all worthwhile."

Ariel chuckled, "I understand. Just make sure you stay safe on the journey ahead, will you?"

Wendy beamed, "Can't make any promises, but we'll be fine. You have my word on that." She broke away from Ariel and joined her friends. "I guess this is it. We better hit the road. We'll see you later, Ariel! You too, Flounder, Sebastian!" They waved and gave a round of cheery goodbyes as they departed from the grotto, but Ariel remained with Sebastian and Flounder beside her, wishing them good luck and fortune on the next step of their journey. The perilous battle for the freedom of Atlantica had weighed heavily on their backs, but they were nonetheless proud to fulfill it. With one more Keyhole sealed away and the villains' ranks down to a minimum, Wendy and company pressed ever onward.


MEANWHILE, AT THE CASTLE CHAPEL...

Maleficent and Hades felt nothing but distress over this recent development; they had just turned off the projection in the stone table shortly after they witnessed Ursula's downfall. For the first time since Agrabah, someone in the council who had no intention of betraying them and taking over the Alliance was out of the picture. That pleased the members currently present at the meeting to some degree, but the loss of another member was far too exasperating. It seemed that with every action being taken by Wendy and her companions, one foundation that composed the once powerful and affluent council was torn down. Maleficent muttered, "Ursula failed. She nearly decimated Wendy Marvell with the overwhelming power she attained, but in the end, paid the ultimate price. I had not thought it possible for these children to surprise us."

Hades complained, "That's just great! Another member in the club goes down the drain because she couldn't deal with a bunch of stupid kids?! Sheesh, how hard can it be to mash 'em like lion meat? Blame it on Miss Squidly's big ego! She doesn't even set her eyes on the prize right!"

Maleficent agreed, "True, but while the fools have indeed burned precious time fighting our forces, our most important work continues uninterrupted— the nine Princesses of Heart and the Dragon's Fire. We have the boy who breathes the fire of a pure dragon, and the eight Princesses. We only need to find the last one."

Hades said confused, "Ooooooookay... So how many members we have left besides the two of us?"

Maleficent replied, "Oogie Boogie and Captain Hook. The former has already returned to Halloween Town, while the latter is sailing his ship to Neverland. He believes the last Princess of Heart must be there. The captain's vessel is accompanied by our entire fleet of dark guilds, just as he requested. Kaze's henchmen will join the fleet in due time."

Hades protested, "The whole fleet? That's too big of an insurance policy! We've put all our money into raising an army this huge! The ships, the firepower, the gummi materials... If this thing goes south, it's not something we'll just have a hard time skimping on. We'd have wasted our whole dark guild collection, and all we have left are Heartless! What could Hook possibly want with—"

Maleficent cut him off, "Captain Hook suggests that the fleet is a precaution, in case Wendy and her friends ever cross his path. I granted him command of the fleet alongside Mirajane. When they see our enemies, they will be ready." She flashed a confident smile, "No matter how strong Wendy becomes, she will still lose. Victory will be ours."

Hades rolled his eyes, "Whatever. You can boast about it all day long. I've got my hands full with the Coliseum. I'm taking one of the dark guilds to fight on my behalf in the next tournament. What, took me fifteen years to work out some of the kinks? If I see that little munchkin and I finally mop the floor with her in the arena, good luck figuring out how long it takes for THAT to fix! Hades out!" He then disappeared from the chapel in a puff of smoke and fire.

Maleficent gave a dissatisfied sigh, but it was not Hades's attitude that compelled her. If the Headless Horsemen were to join the fleet of dark guilds under Captain Hook's command, there was a chance that Kaze may want to come along once she was fully treated. But the evil sorceress could not risk her disciple coming into contact with Wendy again— it was a measure she had to resort in ensuring Kaze's survival. Just then, footsteps sounded in the darkness before she could give voice to her misgivings. "Yes?" The gate swung open at Maleficent's call, as a Sleepy Hollow wizard strode into the room. She smiled in greeting, "Did you see to Kaze's conditioning as I asked?"

The wizard reported, "Yes, ma'am. Master Viriniam is presently confined in her quarters. We're using state-of-the-art magic technology to keep her stable. She's under surveillance." He then grew concerned, "Are you sure about this? The Horsemen are starting to get worried that you're keeping her in the castle. Shouldn't we just take her to the Ichabod?"

Maleficent refused, and she stroked the orb of her staff. "It's for her own good. I'm doing whatever I can to protect her. Pray they will understand contently."

The wizard reluctantly complied, "R-Right. I'll be going, then." He trudged back to the gate, he opened it, and was gone.

Maleficent grinned evilly to herself. "The time has come to complete your training... Kaze."

Elsewhere...

Kaze was bound to her bed, her arms and legs strapped tight, a sedative oxygen mask taped around her mouth. There were no signs of life from her other than the slight rise and fall of her chest, but the wounds she bore from her hectic battle inside Monstro had long mended. In the meantime, the Dark Drive was successfully repaired after countless hours spent on surgery, thus keeping her dark powers at a steady level for now. Although medically cleared, Kaze remained a patient under the supervision of her underlings out of a firm belief that she had to be put in check. They followed the orders of their guild master, but also Maleficent, since she had the most dominant influence over them and all the other guilds, so they had no say in the matter. With the youth incapacitated, the horned witch was left in charge.

There was Kaze, a prisoner of her own medication. The oxygen, keeping her asleep. The heart rate monitor, indicating her stability. The doctors, using their tools to broaden her isolation from the rest of the world.

And a silent whisper of Wendy's name.


Ansem's Report 3

The shadows that crawl beneath the castle... Are they the people who lost their hearts, or incarnations of darkness? Or something entirely beyond mortal imagination?
All my knowledge has provided no answer. One thing I am sure of is that they are entirely devoid of emotion. Perhaps further study will unlock the mysteries of the heart.
Fortunately, there is no shortage of test samples. They are multiplying underground even as I write this report. They still need a name. Those who lack hearts... I will call them the Heartless. Coincidentally, that is the name of creatures that prey on the hearts of men according to a certain legend told in fairy tales. No name is more suitable. It's quite ironic, but suitable.


Author's Note:
And like the wind, the Atlantica arc is finished! We're down to two remaining worlds before the second-to-last showdown, and our main female Fairy Tail girl Lucy has joined the team. However, the story is far from over. The next arc will focus on Halloween Town, so expect a full-blown adventure full of laughs and creeps. That's ironic, because I posted this chapter exactly this month of Halloween. And the title "Season of the Witch?" Totally Halloween-esque.

Okay, I realize that it took me months to cook up this chapter, but there were lots of plot points I needed to make use of as suggested by a few friends of mine. At least it's worth the wait. So... what do you think? Do you enjoy the thrilling and climatic battle against Ursula? Let me know!

This is TheSavageMan100, signing out, and I'll see you next time. Be sure to fav, follow, and review. See you all in the next set of adventures. Happy Halloween, everybody!