I don't own Kingdom Hearts or X-Men Evolution. They each belong to Disney, Square Enix, and Cartoon Network. Alright, here's the first official movie based world of the season season! Pinocchio! Alright, now before we begin let's reply to some reviews...

deathbykitsune: 1. Yeah, I know... it probably won't be as bad if it actually saved my work. Yeah, I had some major saving troubles with the last chapter but hopefully this chapter will be written out better. 2. Actually Ansem's still the main villain of the second season. He first appears at the end of this chapter and well see him bit by bit until the big reveal and the epic finally battle for the season. Sora will just begin to have run ins with the Organization even fighting some of their members, glad you like the chapter none the less. And I don't mind, anyone who's fan of the sea salt trio eill want ice cream as they keep eating their ice cream.

Guest: Thank you!

disney fan: Maybe...maybe not you'll never know and it' verily unlikely I'll make Jiminy say that.

ajjr12: Ultron will be completed by the end of this season but will later apear as a villain in Season 3. Muppet's are just making a cameo... no more... no less...

lyokoMARVELanime: Actually, yes, that was my reasoning and it was the only codename I could think for him. If you want to use it for Hearts of Avengers (It's really good, if you haven't read it yet, I suggest you do readers) then you most certainly welcome to it. Glad you enjoy Ant Man and Wasp's appearance in the previous chapter, I hope I did them justice. And yes, Finial Fantasy characters will have a bigger role win this. Some will be mutants and some will be something else entirely. I hope you enjoy this chapter starting Xion.

star wars fan: I will make references to it.

GREAT CELESTIAL-DRAGON: Actually, no, it's coming allot sooner than you think. And as I mentioned in the review, I will make references to it. And trust me, Sora and Luke's reactions will be priceless. Logan probably won't get along with Han at first but he get along with Chewie. And we will see Ahsoka when the time comes. Also as I mention a few chapters ago the spelling and grammar wouldn't haven been as bad if it had saved correctly, I had three version of the same chapter before it was finally finished and I was tired so I gave everyone what I had. Hopefully, it won't be as bad in this chapter. And yes, I love the Avengers: Earth's Mightiest Heroes when it was on so Hank and Jan are based off the show. And we'll later see the bigger roles of both Final Fantasy and Marvel characters as the series goes on. Pirates of the Caribbean and Treasure Planet are a big possibilities unlike the Gargoyles... never really cared for the show but that's just me. Sorry. But, hey, Captain Jack Sparrow! Yay! And yes, the ladies will love him much to Kairi's annoyance but his heart will only belong to her, which that she will enjoy. And there will be mix reacts some love and some hate and Sora will see it all. And yes Duncan will be apart of the hate group. Kairi's adopted parents are unaware of that at the moment but they will... ;D

sokai fan: Possibly, you never know. And it's not specifically Ezra's ability, all Jedi can do it. I've seen other Jedi many times when it comes to tv shows, video games, and comics but yes that will be one of Sora's abilities.

walt disney fan: That's definitly possible but shows like Motercity and Randy Chunningham 9th grade ninja will not be in here. Again never been my taste. Sorry.

Alright, then let's begin the chapter...


Chapter 2: Puppets

Somewhere, Xion enters Marulixa's castle, the Organization's second base of operations: Castle Oblivion. As she walked deeper into the castle she has a flash. She groaned, "Nngh...my head..."


A memory came to her. She was standing in a white hall of Castle Oblivion with her hood up along side another member called Saïx. He told her, "This is the last you'll ever see of these walls, Xion."


The memory ended as she falls to her knees, clutching her head. A corridor opens and Axel stepped out. She looked to him, "Axel... What are you...doing here...?" Axel replied, "Orders. Nothing to do with you. I'm not sure what you thought you'd find in an empty place like this."

"Don't lie to me! I know this is where I come from! The answers are here." Xion said boldly. Axel tried to change the subject, "Weren't you given some other mission?" She says nothing in response, Axel continued, "You can't just throw orders to the wind, Xion."

"Or else what? They'll turn me into a Dusk?" Xion glared at him. He shook his head with concern, "Not even a Dusk. They'll skip right past that and destroy you outright." Xion assumed, "Because I'm useless?"

"No, I didn't say that." Axel denied. She stood up as Axel told her, "Turn around and go home, Xion." Xion replied, "Axel, I'm remembering things... About who I was."

"Well, stop remembering. Nothing good will come of it." Axel told her as she continued, "I have dreams every night. You're in them, Axel!"

"Then they sure ain't memories. How could I be part of your past? Use your head, Xion." Axel tries to tell her. Xion shook her head, "You can't fool me. We've met before, Axel, right on my home world! You know where, I'm from!"

"Have not. Go home, Xion. Don't keep Roxas waiting." Axel pleaded, knowing what would happen if Xion continued any further. Xion pleaded as well, "Please, Axel, just...help me! I need to know who I am."

She ran passed him through the hall to a golden door. Axel exclaimed, "Hey... stop! Xion, stay out of there!"

The doors open and she enters them... A few minutes of searching later, Xion looks into an orb in a room of Castle Oblivion. She gasped, "No... Then...I'm not... The person I was before... wasn't me."


"The professor wants me to do what?" Sora asked as he walked with Scott and Jean walked through the lower levels of the mansion. Jean smiled, "To be the role model for the new students of the school. Meet with them, talk with them."

"This seems more like a job for you or Scott." Sora pointed out. Jean pointed out, "I won't be to sure... after all Kitty, Rogue, Evan, Riku, and Kairi joined because of you. You've got this." Sora shrugged, "I don't know guys, I don't feel like I'm ready for this big of a responsibly."

"That's alright. You don't have to do this. I can take over for you..." Scott offered. Jean turned to him, "Scott, we've been over this with the professor. He can do this." Jean then turned to Sora, "Look at it this way... you going in there to make friends. It'll be just like when you first met all of us."

"Okay..." Sora shrugged as he was about to enter the room but was hesitated as he stated, "I just remembered... I left the stove on..." Jean added, "Riku and Kairi are in there as well."

"Fine... I'll go..." Sora nodded finally entering the room. Scott was still unsure, "You sure about this, Jean. The New Mutants can be a bit of a hand full."

"He'll be fine... we have nothing to worry about." Jean reassured him... Sora dodged incoming ice from the left fire balls from the right. The students would appear to have another mutant laser tag. Sora tired to call out to them, "Guys?"

One of Boom-Boom bombs passed by him as he called out a bit louder, "Guys?!" One of Jamie's clones walked passed him as Sora exclaimed, "GUYS?!" However, they still kept at it. Sora sighed as he looked around for Riku and Kairi. Eventually, he found them hiding under there desks as made his way up to them, he asked them, "How long has this be going on?"

Riku looked at his watch as he replied, "Ten minutes give or take." Kairi sighed, "This all happened because I accidentally bumped into some one. I even apologized!"

"Okay... so why didn't you do a time spell?" Sora asked. Riku and Kairi stared at him, "Time spell." Sora remembered, "Oh, yeah. Forget you two are still new at this... hold on I'll show you." Sora summoned his Keyblade and raised it in the air, "STOP!" Everyone except the three Keyblade wielders froze instantly. Riku and Kairi where amazed as the former stated, "We need to ask him a few things about our Keyblades."

Kairi nodded in agreement as Jubliee stated, "Hey, what gives?! I can't move!" Ray replied, "Hey, I can't either!" Sora asked them, "Do I have your attention now?"

"Did you did this to us?" Roberto asked. Sora nodded, "Yes... and I promise I will release you but only if everyone promises to get in their seats so we can get to know each other better and maybe all become friends. Deal?"

"We promise!" Everyone agreed as Sora realized him from the spell. Everyone sat down in their seats as Sora walked to the front of the room as Bobby asked, "So, are you new here too?"

"Actually, I've lived here for years... It's always been a home to me." Sora replied as he put away his Keyblade, "Anyways, I think the first thing to do are introductions, so I thought we do something like we did in Hank's social program where we pass a ball around the room and say something about ourselves... unfortunately, I don't currently have a ball on me so we'll just use this cookie instead." He then pulled a chocolate chip cookie from his pocket. Amara raised an eyebrow, "You keep a cookie in your pocket?"

"Yes!" Sora nodded as Rahne asked, "Why?"

"I away carry a cookie in case I'm hungry." Sora stated as everyone gave him odd looks. Sora continued, "So, rules... They should be simple... Who ever gets the cookie gets to say something about themselves... Like your name, your powers, and little fun fact about yourselves. Rule number two, one your done pass the cookie to someone who hasn't gone yet." He then finished as he took a bite out of the cookie, "Rule three, no eating the cookie."

"Uh... Sora? Maybe you shouldn't say that when your eating the cookie?" Kairi suggested. Sora paused as he realized what he was doing and smiled sheepishly, "Oops." Everyone laughed at that as Sora continued, "Okay, make that no eating the cookie than it already has been. Okay, I'll go first... Hello, everyone. I'm Sora Skywalker or as people have been calling me these days, the Samurai Key, I can use the Keyblade and have the power of the force, and I used to have two hearts inside me."

"Used to?" Jamie asked. Sora simply stated, "Long story... anyways... you can go next." He then handed Jamie the cookie as he asked, "Me?" Sora nodded, "Go ahead. Don't be shy."

"Uh...hi, I'm Jamie Madrox or Multiple, I can make copies of myself, and... my favorite hero is Captain America..." Jamie replied. Sora smiled as he fist bumped Jamie, "Sweet me too..." He then handed the cookie to Jubiee, "Hi, everyone my name is Jubilation Lee, call me Jubilee, I can make fireworks come out, and I'm a gamer."

Sora nodded as she passed the cookie to Bobby, "Sup, name's Bobby Drake or Iceman, I can control ice, and I'm available ladies as he winked to the girls in the room." All the girls giggled except for Kairi, Bobby then handed over to Tabby as she smirked, "Good morning everyone! Name's Tabitha Smith or Boom-Boom, I'm can make some big bangs, and I've got this huge crush on the Samurai Key!" She finished with a wink at Sora.

"Uh...thanks...but my heart belongs to some else." Sora told her. Kairi then spoke up as she glared at Tabitha, "That's right... so, keep your hands to yourself!" She raised her hands in defense as they conversation went on. Soon everyone, introduced themselves, explained their powers, and some fun facts about themselves. Sora thought everything was going well... until Sora, Riku, and Kairi summoned the Keyblades unintentionally. Sora knew what this meant as the Amara wondered, "Why did you guys summoned your Key Swords?"

"Not good... Sora?" Kairi asked. Sora first corrected before turning his attention back to Riku and Kairi, "Keyblades... Riku, Kairi, don't panic just calm down and focus on this world otherwise..."

Just then light swirled around Kairi, and Riku's Keyblade as eventually Sora did the same and they were all blinded by light as they vanished from this world...


Just then, on another world a portal opened and Sora, Riku, Kairi, and the New Mutants all fell to the ground of the new world. Sora groaned as he finished, "You'll do that." Jamie wondered, "Hey, where are we?"

"On another world, from what Sora and Kairi have told me, the Keyblade can do that." Riku explained. Samual wondered, "Really, like aliens and stuff?" Amara wondered, "So... How do we get back?"

"We have to find this worlds Keyhole and locked it shut only then can we return home." Sora explained. Jubilee nodded, "Okay...so, where do we look?" Just then Boom-Boom called out, "Hey, guys, check this out!" Everyone turned to here as she gestured a carnival of some kind called, "Prankster's Paradise." And it was labeled, "Free for all children and teens." Everyone beamed at that as Bobby, "Free rides, food, and games! Sounds good to me!"

Everyone was about to rush in when Sora stood in the way, "WAIT! I know it looks fun but we've got much bigger things to worry about." Tabitha told him, "Relax, kid... We'll only spend a couple hours here and then go home!" Everyone New Mutant nodded in agreement as Sora told them, "But there's something you should know!"

"Let me guess, we can't let others now where we're from to keep some kind of world order." Ray joked. As Sora nodded, "Well, yes...but..." Tabitha then exclaimed, "So, we won't do that, instead we'll party!" Everyone cheered as they rushed inside as Sora exclaimed, "No! Wait!" But they were long gone, Riku asked, "There just checking out the carnival...there's nothing wrong about that."

"You don't understand... Everything is unique about a world and it's not always in a good way... Plus they don't know about the Heartless, Nobodies, or the Organization." Sora explained. Riku eyes widened, "Your right... This is bad..." Kairi nodded, "Yeah, and I don't know about you guys but something fells off about this place."

"Is this a Princess of Heart thing?" Riku asked. Kairi shrugged, "Maybe..." Sora nodded, "I believe her... I sense something dark about this place... We need to get them out of there before it's too late." Riku nodded, "Alright then, let's stick together and move quickly..." Everyone nodded as they to entered the carnival. As they entered the assessment park, they saw a lit ferris wheel and carousel in front of a tall rollercoaster. A talking clown face hangs on the archway above the entrance. Riku stated, "Now I even feel something off about this place..."

"That Pinocchio... he must have his poor father worried sick." They heard a voice spoke up. They look around as the voice continued, "Still, that little fella's some miracle. Imagine... Mr. Geppetto's wooden puppet, brought to life by the Blue Fairy." They eventually spots an insect in a top hat and tails sitting on the steps ahead of them, his tiny umbrella resting in his lap, "She made his wish for a son come true because he's given so much happiness to others. Now Pinocchio needs me to guide him and be his conscience, so maybe one day, he can be a real..." He then chuckled to himself, "Well, now, let's not get ahead of ourselves, Jiminy."

Jiminy then stood up as he finished talking to himself, "First, you gotta go find Pinoke." Riku stated, "Is everyone else werided out that there's a cricket wearing cloths and talking about a living wooden puppet." Sora and Kairi turned to him as they both stated, "You get used to it."

"Maybe this guy knows where to find the others." Sora offered. Kairi nodded, "Let's ask him." She turned to the cricket, "Excuse me? Sir?"

"Jiminy hops around to face Kairi and the others, "Hmm? Who are you three? You shouldn't be here, kids." Kairi stated, "We weren't planning to, we just need help finding our classmates." Jiminy nodded in understanding, "Classmates, huh? Oh, I get it! You folks were on you way to school when everyone but you three decided to ditch school and now, your trying to get them back."

"Exactly!" Sora nodded. Jiminy laughed, "Why didn't ya say so? Seems like we're on the same boat here. Jiminy's the name! Jiminy Cricket at your service." Sora smiled, "It's very nice to meet you, Jiminy. My name is Sora and these are by best friends, Riku, and Kairi."

"Well, sure. The feeling's mutual, Sora. Gosh, I don't think I recognize ya from the town but your name does have a familiar ring." Jiminy chuckled. Sora turned to his friends as they shrugged as Riku wondered, "So how come you said we need to get out of here?" Jiminy remembered, "Oh, yes, this is a terrible place! Boys and girls here are allowed to wreck things and loaf around and make jackamules of themselves!"

"Wait, you mean that metaphorical, right?" Kairi wondered. Jiminy frowned, "I wish I was, Kairi. But I mean it litterary, longer boys and girls star around here and goof around, the sooner they turn into jackamules and they get sold to who knows where!"

Riku and Kairi gasped in horror as Sora wondered, "Forgive me but that word is unfamiliar to me. What are jackamules?" Riku turned to him, "Oh, it's a nice way to say jackass..." Kairi and Jiminh exclaimed, "Language!" Kairi then explained, "This place turns childern into donkeys, Sora..."

"Uh, no!" Sora gasped as Jiminy nodded, "That's right! And poor, lost Pinocchio, he wandered in here on my watch." He gasped as he remembered, "That's right! That's where I musta heard your name, Sora... from my friend Pinoke!"

"He knows me? But how?" Sora wondered. Jiminy explained, "It all started earlier today, Pinocchio got in the wrong crowd... It took me a while to find him... When I did I found him locked in a cage..."


Jiminy flashes back to a wooden boy who is stuck inside a cage. He scolded him, "Shame on you, Pinocchio, playin' hooky and...and goofin' off in a place like this!" The living puppet replied, "I'm sorry, Jiminy. I was going to school till I met somebody." He then thought as he lied, "Yeah! Uh, two big monsters, with big green eyes!"

Suddenly, his nose grows a few inches. Jiminy's arms cross in disbelief, "Oh, you don't say. And then what happened?" Pinocchio continued, "They, uh, they tied me in a big sack!"

His nose extends even further to the boy's dismay. Jiminy eyes narrowed, "Sounds like you were horsin' around." As Pinocchio finished, "But I snuck off when they weren't lookin'." His nose finally grows out of the cage, sprouting flowers and knocking Jiminy off his perch and onto it. Pinocchio gasped, "My nose! What's happened?"

"There! Ya see where those tall tales will get ya?" He asked Pincchio. He then blurted out, "But it's all true! Even the fella in the black clothes who said to play a trick on Sora while he looked for another one of his friends."

"What? Now who was he? I've had just enough of your fibbin'." Jiminy told him... That's when Jiminy realized that his nose wasn't growing. He was telling the truth, "Hold on... I guess that part was true." He then turned back to Pinocchio as he asked, "Tell me, Pinoke, did that man in black say anything else to ya?" Pinocchio thought back before replying honestly, "Umm...he sure didn't."

"Well, good." Jiminy replied. Pinocchio gasped as he pointed ahead of them, "Hey, look at that!" A blue star flashes in the sky and floats down to them as Jiminy recognized, "That star again! The Blue Fairy!"

The star takes the form of a beautiful woman with a blue dress and blond hair. Two translucent wings are attached to her back and she holds a wand with a star-shape at its point, "Why, Pinocchio. What has happened to your nose?" Pinocchio hesitates, "Oh, um..."

"Perhaps you haven't been telling the truth, Pinocchio." She replied as she turned to the cricket, "Sir Jiminy?" Jiminy replied nervously, "Well, ya see, um, Your Honor, um, Miss Fairy..."

"Oh, please help me. I'm awful sorry." Pinocchio pleaded. The Blue Fairy replied, "You see, Pinocchio? A lie keeps growing and growing, until it's as plain as the nose on your face."

"I'll never lie again-honest I won't." He promised. The Blue Fairy replied, "I'll forgive you this once. But remember-a boy who won't be good might just as well be made of wood."

"We'll be good! Won't we?" Jiminy and Pinocchio smiled and nodded at the same time. She nodded, "Very well. But this is the last time I can help you." She flashes her wand and Pinocchio's nose is returned to normal to his amazement...


With that Jiminy finished, "...and then we were head for school. When a bad fox named, Honest John, turned Pinoke here." Sora, Riku, and Kairi eyes widened as they knew the man in black clothes was. Sora said, "Those guy again."

"Forget him! If I don't find Pinoke soon, he'll turn into a donkey like the rest of the children." Jiminy told the three. Riku added. "Plus with all the new students and the fact you saw an Organization member nearby... things just got a whole lot more difficult."

"Right. Then let us help you find him, Jiminy, as well as our friends." Sora stated. Jiminy smiled, "Really? I'd be grateful. And I'll be more than happy to help find your friends." The four then heard cheering up ahead as they saw Bobby, Amara, Sam, and Roberto getting on to a roller coaster. Jiminy gasped, "Gosh, are those them?"

"It's Bobby, Amara, Sam, and Roberto!" Kairi exclaimed. Riku gasped as he gestured, "And look! Something's hunting them!" As they saw the four got on the rollercoaster they watched as Heartless were stalking them. Sora and Kairi gasped, "Heartless!"

"Monsters?! Those certainly weren't there before! We gotta do something!" Sora nodded as he lifted Jiminy on his shoulder, "Hold on!" Sora, Riku, and Kairi ran after them as the coaster road off, Riku told him, "Sora! We'll deal with the Heartless! You and Jiminy fly after the others!"

"Right!" Sora nodded as he ran added as Riku and Kairi summoned their Keyblades and began fighting off the Heartless. As Jiminy realized what Riku told them, he paused, "Fly?! How exactly are we going to do that?!" Sora then took off the ground and flew after the four mutants, much to Jiminy's shock and amazement, "Golly, this is amazing." He turned to Sora, "I guess you and our friends not so ordinary either." Sora smiled and nodded, "Yeah, it's an interesting time. Now c'mon! Let's save the others."

Jiminy nodded, "Right." Sora increase speed as he caught up with the others. He called out, "Bobby! Amara! Sam! Roberto!" They turned to Sora, Bobby smiled and laughed, "Sorry, Sora! There's no more room on this cart! Try waiting for the next one!"

"You don't understand! You gotta get off! It's a trap!" Sora exclaimed as they looked ahead as monsters showed up, Amara screamed as everyone else's eyes widened in horror. Sora quickly got a head of them and summoned his Keyblade and destroyed them with a single strike. Sora then told them, "Get off this ride! NOW!"

"Don't need to tell us twice!" Bobby replied as he created an ice slide and Sora used the Force to get them off the cart and on the ice slide as they slide down. Sora landed next to them he asked them, "Are you alright?"

"We're fine." Roberto stated. Amara asked, "What the heck where those things?!" Sora told them, "I was going to tell you but instead of listening fully at what I had to say, you all ran in here unaware of the dangers you were in!" The four all of a sudden felt guilty as Sam said, "Look, we're sorry but..."

"Now, we don't want to hear your excuses!" They turned in shock to see Jiminy, "Your professor put Sora in charge and you should have listened to what Sora had to say! Instead, you all decide to playin' hooky and...and goofin' off in a place like this!" Everyone was so shocked to see Jiminy speak, they were silent for a whole minute before Bobby asked, "Is that cricket...?"

"Yes, he is. And that's another thing. This isn't Bayville things aren't same here, different wor... places have different rules. For example, what you think is a fun caravel is actually a trap! Besides the monsters, this place will literary turn us into jackamules here or donkeys!" They all gasped at that as they instantly check to make sure everything was still them. Sora told them, "Relax, your fine. You're lucky we found you in time!"

"Oh my gosh... the others..." Amara realized. Sam eyes widened, "We gotta find them!" Sora promised them, "We will but for now on, you listen to what I have to say especially when we're out of town. Am I clear?"

"Yes!" They quickly nodded. Sora nodded, "Good. Now, do you know where they others are?" Amara stated, "Well, I saw Jubilee and Tabitha heading for the park games." Roberto added, "And I saw Ray and Rahne checking out the free food."

"What about Jamie?" Sora asked. They all shook their heads as Bobby, "We don't know... we got separated." Sora then stated, "Then let's find someone who does... the sooner, we get everyone and escape the bet..." Sora then saw the cloaked figure behind them, Jiminy gasped, "A fellow dressed in black... that must be the one Pinocchio told me about!"

The figure then turned and ran. Sora handed Jiminy over to Bobby, "Bobby take, Jiminy! Find Riku and Kairi. They can help you fend off the monsters while you try to warn the others. I'm going after the Organization."

"But why?" Amara wondered. Sora explained, "Months ago, before you join the school, there was a boy in a mask named Vanitas. He was after something both powerful and dangerous and I have a feeling their after the same thing because before he died, he claimed he was working with someone. And they control the monsters that attacked you plus, Jiminy said wanted Pinocchio to play a trick on me... If I find him..."

"You could find my friend Pinoke!" Jiminy finished. Sora asked, "Can you keep an eye on my friends while I track him down?" Jiminy nodded, "I can. Just bring Ponkie back safe." Sora ran off as Amara called out, "Be careful!"

Sora chased after him. Heartless tried to get in the way but they were no match for the Son of Anakin Skywalker. He eventually found his way to a tent where he lost him. It was dark in the room so Sora pulled out his father's lightsaber and activated the blade. It light the room and he looked around on guard for the Organization member. He then heard footsteps tried to sneak past him but Sora swung the lightsaber which was blocked by a Keyblade... which looked exactly like his. Sora gasped in shock before summoning his Keyblade to break of the attack. The figure gasped as a familiar voice spoke, "A...A Keyblade?"

"Huh? I know that voice... who... who are you?" Sora asked. As she put away her Keyblade. He raised her arms in surrender and slowly reached for her hood as he pulled it down. Sora recognized her face...it looked exactly like the girl he loves...except with black hair. "Kairi?" Sora asked. The dark hair lookalike turned to Sora, "That's not my name... it's Xion. Who are you?"

"The name's Sora..." He introduced himself not letting his guard down as he remembered what Gamora had told him, "Nobodies do not truly exist at all. Nobodies may seem to have feelings, but that's a trick... they only pretend to have hearts. Don't let them deceive you!" She pleaded, "Please, Sora, you have to help me..."

"I know what you are and who you work for. Tell me, why should I help an Organization member?" Sora asked. She replied, "Because, they are the ones who are after me..." This confused Sora as she continued, "I wanted to learn, who I was before I became I Nobody but learned something they didn't want me to know and now..." Just then monster piled on to her knocking her down. Sora gasped, "No!"

Sora cut the monsters off of her and saw she was only knocked out but then turned his attention back on the monsters. They weren't Heartless, so he could only assume these were the lesser Nobodies." They were agile but Sora cut them down but more kept on showing, if he stayed here, he'd eventually get overwhelmed he had to escape. But then he looked down on Xion... If he left her behind... No, Gamora stated that he shouldn't trust them... they were dangerous... However, his consinse told him to not leave her behind. He didn't are what she was, he would never abandoned those in need. He'd help her much like his parents would. He put away his weapons and picked he up and ran out of the tent as the Nobodies perused...


"Man, that was crazy!" Boom-Boom stated. Riku asked, "Is everyone still human." Ray nodded, "Looks like it. All we're missing is Jamie and Pinocchio." Rahne wondered, "Where's Sora?"

"Don't know. Jiminy said he was going after the guy in the black clothes." Kairi replied. Just then they heard Sora call out, "Hey, guys!" Everyone turned to see Sora running for his life with an unconscious Organization member as they were currently being chased by Nobodies, "I COULD USE A LITTLE HELP HERE!"

"Oh my gosh, Sora's in trouble!" Kairi gasped. Rahne stated, "We've to do something!" Bobby told the others, "Let's give him some cover." With that, Iceman, Berzerker, Magma, and Jubilee lined up as Sam called out, "Sora! Duck!" Sora took cover as the four mutants blasted at the monsters until they were all destroyed. When they knew it was safe, Riku and Kairi helped up Sora, Kairi asked him, "Are you alright?"

"I'll live." Sora replied. Riku smirked, "And you caught their Commander... nice work." Sora replied, "Actually, I think the Nobodies where after her. I don't think she's the same Organization member Pinocchio saw." Bobby walked up and asked, "She?"

"You guys are not going to believe this." He told them as he lied the member down, the then moved her face into the light, "Look familiar?" Everyone gasped as Riku stated, "She... she looks like..."

"Me?" Kairi gasped. Sora nodded, "That's not all. When we fought, she used a Keyblade that looked exactly like mine. She even shares the same battle stance as I do. Before, her she was knock out, she claimed her name was Xion and she learned something the rest of the Organization, didn't want her to find out."

"What was it?" Rahne asked. Sora shrugged, "I don't know... she was knocked out before she could tell me." Riku nodded, "Alright, let's find out what she knows. Bobby cuff her."

"With what?" He asked. Magma told him, "You powers remember..." Bobby laughed, "Relax, I was kidding..." The gestured her up and iced her hands together behind her so, she couldn't use the Keyblade. Sora then gave her a potion to heal her. He groaned as she got up, "What happened?"

"You were attack by your own army. I help you escape." Sora explained, Xion turned to see that she was cuffed, "What?" Sora apologized, "Sorry, but I'm still not sure if this is a trick."

"Oh, right... Axel was the one who attacked you." Xion nodded. Kairi asked, "Did he tell you that?" She shook her head, "No, I remember it like I was there... at first, I thought it was one of my old memories... before I became a Nobody..."

"Ah... your not a loser..." Jiminy told her. Riku told him, "Not that kind of nobody." Sora nodded, "But..." Xion continued, "When I snuck into one of our bases in Castle Oblivion for answers... I learned of my true origin."

"What was that?" Ray wondered. She turned to Sora, "I was made to the ultimate weapon to go against you, Sora." Everyone was shocked by this, "Apparently before I was born, the Organization studied you. They wanted you to aid them in their goal to achieve something Kingdom Hearts. However, they wanted a countermeasure incase you turned against them. So, the scientists came up with an idea for that. The saw that you and that girl who looks like me...were very close... so, they took some of her DNA to create a clone of her because..."

"They knew, I'd never hurt her." Sora replied. She nodded, "Yes... they also implanted me with some of your memories so I could fight like you... they didn't except that I could use the Keyblade too. Because of that, I became the fourteenth member of Organization XIII." Just then Riku spoke up, "Wait a minute, if you guys are called Organization XIII... then how come there are fourteen of you."

"You know... I really don't know... they didn't even add a seat for me. I always had to stand. Saix called me an it... a puppet and a failure/" Xion frowned, Sora, Kairi and the New Mutants felt bad for her. Jubliee wondered, "So, what happened when you learned the truth?"

"Well, Axel was right how they said they would kill me but he let me escape before anyone found out." Xion explained. Riku raised an eyebrow, "And why would he do that?" Xion replied, "He's my best friend other than Roxas."

"I don't believe it... a Nobody can't feel anything let alone befriend some one." Riku denied. Sora told him, "But I do..." Riku turned to Sora, "Sora remember what Gamora said, Nobodies don't have hearts... they don't feel anything! It's gotta be a trick!"

"Riku, I don't think she's lying either." Kairi stated. Riku told her, "If she is that makes her all the more dangerous... if she was made to take out Sora..." Jiminy told him, "Riku, calm down... she's only a girl. I don't think she wants to harm anybody."

"C'mon, guys back me up here." Riku turned to the new Mutants. Bobby shook his head, "Hey, it's not like she asked to be born and here she is. Scared and alone. Aren't the X-Men supposed to help those in need?"

"Bobby's right on that... once, we find the Keyhole, we'll take her to the professor. He can confirm everything Xion told us." Sora told his best friend. Riku sighed, "Alright... but I'm not letting my guard down." Sora nodded as he help Xion up, "Have you seen a living wooden puppet named Pinocchio or a boy who can duplicate himself named Jamie or Multiple?"

Xion shook her head. Jiminy then asked, "Then if the figure in the black coat wasn't you... then who was the fellow in the black coat who told Pinoke to play a trick on Sora?" Xion replied, "Vexen was the one chasing me... so it was most likely him."

"Guess he wanted you distracted with Pinocchio so you wouldn't get in the way." Kairi said as she turned to Sora. He then turned to Xion... then was one last thing he needed to know, "Does the name Vanitas mean anything to you?"

Xion shook her head, "I don't believe I've heard that name... but it's possible that the older members would know, Vexen was one of the original members." Sora nodded, "Alright... for the time being we'll protect you from this Vexen and we'll take you to the professor where you'll be under the protection of the X-Men but one false move against us and I can't hold back Riku from what he might do."

"Alright..."Xion nodded. Jiminy sighed, "And now there's still no sigh of Pinoke or Jamie..." Everyone sighed until Sora saw them, "Hey! Over there, I see them!

Pinocchio and Jamie is running around near a giant 8-ball ride heading to the hall of mirrors. Jiminy beamed, "Gosh! That is Pinoke!" Amara nodded, "And Jamie..." Bobby nodded, "Let's grab them and get outta here."

"All aboard, Jiminy." Sora offered as Jiminy hopped on his shoulder and laughed, "Take it away!" They ran through the hall of mirrors fighting monsters both Heartless and Nobodies along the way. They eventually find Pinocchio and Jamie standing high above a large trampoline, surrounded by Heartless. Sora and Jiminy called out to them, "Pinocchio!/Jamie!"

"Jiminy! Help us, Jiminy!" Pinocchio called out to him. Jamie also called out, "Save us, Sora!"

"Oh my stars above! We've gotta do something!" Jiminy stated. Sora nodded, "Okay, I got it covered." Sora runs up the ramp to the trampoline and bounces on it high enough and retrieves Pinocchio and Jiminy, setting him down. Jiminy gasped, "Oh, Pinoke! Look at ya!" Pinocchio has the ears and tail of a donkey as Jamie explained, "Pinocchio and I were having fun when that happened and then all these monsters showed up... and... and..."

"I think, for now, we better get out of here." Sora told them. Kairi nodded as she gestured to Pinocchio, "Yeah, before the spell is complete." Everyone didn't bother with the Heartless as they dashed for the exit. As another Organization member watched from above. Once they left, Sora turned back to Prankster's Paradise. Sam wondered, "Sora, what are you doing?"

"Making sure no child will ever get trapped in this web again!" Sora replied as he used his Keyblade and locked the placed down so no one could get in. Sora stated, "I declare this park... shut down." Everyone sighed in relief, Xion turned to Pinocchio with concern, "Are you going to be okay?"

"I think so..." The puppet nodded. Jiminy frowned as he gestured to his ears and tail, "Oh, Pinoke, how are we going to explain this to your father?" Kairi knelt down and took a good luck and hummed for a minute, "Well... I'm not magic expert...but because we interrupted the magic before it could be complete the ears and tail should eventually go away... within a few days at most."

"Oh, that's good to hear..." Jiminy sighed with relief. Riku then stated, "We're not outta the woods yet. Vexen and those monsters are still out there." Jubiee wondered, "Is there a place where we can stop to rest."

"We can go to my father's shop... we'll be safe there." Pinoke offered. Jiminy smiled, "Sure, I don't think Geppetto would mind." Sora nodded, "Alright... lead the way..." With that everyone followed the living wooden puppet...


Soon, Pinoke knocked the door to his home as he called out, "Father, I'm home!" Jiminy called out, "We're home, Mr. Geppetto! Home again!"

"It's me, Pinocchio! And brought some friends!" He called out as he tries ringing the doorbell. Jiminy added, "Here he is, Mr. Geppetto. Home at last!" Still no response as Sora assumed, "Hey, maybe he's asleep."

"Father? Father, it's me!" Pinoke called out. Kairi looked through the window, "Guys, come here!" Everyone walked over to where Kairi was and looked through the window, "Look! He ain't here!" Pinocchio gasped, "He... he's gone."

"Yeah, and Figaro." Jiminy observed. Pinocchio added, "And Cleo too. Maybe something awful happened to him."

"Don't worry, son. He probably hasn't gone far..." Jiminy reassured him as Xion looked up, "Look!" A magic dove flew to them gives 'em a letter as Sora stated, "Hey! It's a message!" Kairi read it as Tabitha wondered, "What's it say?"

"It's about Pinocchio's father." Kairi gasped. Pinocchio wondered, "Where is he?" She looked to them as she tried to explain, "Why, uh, uh, it says here he, he went looking for you and was swallowed by a whale."

"Swallowed by a whale?!" Everyone gasped as Kairi continued, "Yeah, uh-huh. A whale! A whale named Monstro! But wait! He's alive!" Pinocchio beamed, "Alive! Where?"

"Inside the whale at the bottom of the sea." Kairi finished. Ray was shocked, "Man, that's sounds like something you would read from the Bible." Pinocchio then asked, "Bottom of the sea?"

"Uh-huh." Kairi nodded as Pinocchio turned to leave as Kairi wondered, "Hey, where you going?" He told her, "I'm going to find him."

"Pinoke, are you crazy? Don't you realize he's in a whale?" Jiminy asked. Pinocchio nodded, "I've gotta go to him."

"Hey, Pinoke, wait! Listen, here, son! This Monstro I've heard of him. He's a whale of a whale! He swallows whole ships. Tie it good and tight now. And besides, it's dangerous, why I…" Jiminy tired to explain as Pinocchio looks at him him sadly, ""Goodbye, Jiminy..."

"Goodbye?" Jiminy repeated but then smiled, "I may be live bait down there, but I'm with ya. Come on… let's go." They jump off the ledge into the ocean as Jiminy exclaimed, "LOOK OUT BELOOOOOOW!" Everyone rushed to where they jumped off and looked down. Riku asked, "Do you see them?"

"I can't see I thing." Rahne replied. Sora then jumped after them as Kairi called out, "Sora!" With a splash everyone looked down once more... they were worried until Sora swam up to the surface, "It's okay! You can breath underwater here!" Everyone was shocked by this, "YOU CAN?!"

"Are you sure?" Amara asked. Jamie wondered, "What if your wrong?" Sora asked, "You don't have to come... you can stay up here until I return but for now... somebody needs to look after Pinocchio and Jiminy!" Kairi called out, "Hold on Sora! We'll find them together!"

She then dives in after Sora. Kairi told him, "Let's go!" Just then they heard Iceman called out, "Wait!" They looked up as Iceman called out, "I'm coming too!" He then jumped in after them. Sam the flew down call out, "Cannonball!" Once he was in the water he called out, "I'm with you as well." Soon all the New Mutants jumped in, as Amara stated, "We all are!"

Sora smiled, "There's hope for you yet, rookies." They smiled at that as they looked to the only ones who remained on the surface. Xion and Riku. Riku looked to Xion, "I must be outta my mind..." He then summons he Keyblade and breaks the ice off of Xion. She wondered, "I thought you didn't trust me?"

"I don't but you need your hands to swim." Riku replied. Xion giggled, "Fair enough." They they hopped in after the others. Sora told them, "Alright, let's stay together... Let's not get lost when were underwater. With that, they swam below. Rahne even turned into her wolf form to track Pinocchio and Jiminy. Jamie wondered, "This is so weird... is this what it's like for you?"

"All the time." Sora smiled. After a half an hour of swimming, Rahne changes back to her human form and told them, "There close... keep your eyes open." Everyone looked around and saw Pinocchio and Jiminy run past them, as they told them, "RUN!"

"What was that about?" Tabitha wondered. Everyone turned around to see Monstro the whale who opens his jaws angrily, roaring at them. Everyone's eyes widened as Sora exclaimed, "MOVE!" Everyone began swimming as fast as they could catching up to Pinocchio and Jiminy. The current in Monstro's wake is intense, pulling Jiminy, Pinocchio, Sora, Riku, Kairi, Xion, and the New Mutants through the water. They swam frantically with Monstro in pursuit. The whale's open maw gains on them slowly. Riku told everyone, "Brace Yourselves!" Monstro's great jaws clamp down on either side of them consuming them all..."


Everyone groaned as they got up as the water died down. Sora asked, "Is everyone alright?" Everyone groaned in response as Roberto stated, "Now, I know how Jonah felt." Pinocchio looked up on a swallowed boat and his eyes widened in registration, " Hey, Father! Father!"

"Don't bother me now, Pinocchio!" Geppetto said sadly. Everyone quickly followed the puppet swam up to the boat as he called out, "Father!" His father then realized who was calling up to him, "Pinocchio! My son!"

"Hey, Father! Here I am!" He called out. Geppetto quickly pulled him on board and gave him a hug, "Pinocchio! My boy. I'm so happy to see you!" Pinocchio smiled, "Me, too, Father."

"Yes. We all are together again." He smiled he then realized, "Oh, you are soaking wet." He nodded, "Yes, Father."

"You mustn't catch cold." He told him as he got him a towel. Pinocchio told him, "But I came to see you!"

"You shouldn't have come down here." Geppetto told him. Pinoccohio tried to explain, "But, Father..."

"But I'm awfully glad to see you. Let me take your hat." As he removed his son's hat to drench it out he gasp in shock. Pinocchio asked, "What's the matter?"

"Those ears!" He gestured. Pinocchio asked, "Huh? Ears?" He then remembered his donkey ears, "Oh, these. Oh, that's nothing. I got a tail, too!" His father asked in concern, "What's happened to you?"

"Well, I... I... I..." Pinocchio frowned as he tried to explain but his father shook his head not caring, he was happy to have his son back, "Oh, never mind now. Old Geppetto has his little wooden head. Nothing else matters." Sora spoke up as everyone climbed aboard, "We've very happy for you, sir."

"So, how did you end up here?" Sora asked as everyone climbed on the deck. Geppetto gasped in shock, "Oh, my. So the whale swallowed all of you, too? My goodness!"

"Yeah, looks like it." Sora nodded. Kairi smiled, "This is Sora. I'm Kairi and this are Riku, Xion, Bobby, Amara, Samuel, Roberto, Jubilee, Rahne, Tabitha, Ray, and Jamie. We we're on our way to school when we met Pinocchio and thought we help him get home."

"It's nice to meet you all. My name is Geppetto. I'm Pinocchio's father. When we got separated, I traveled all over, looking for him. Thank goodness we're together again." He replied. Amara looked around as she went to pet the cat, Figaro, "So, is there away out?"

"Get out? Oh, no, no..." He replied sadly, "I've tried every way. Why, I even built a raft!" Everyone turned to see the raft. Pinocchio beamed, "A raft? That's it. We'll take the raft, and when the whale opens his mouth..."

"No, no, no, no. Now listen, son. He only opens his mouth when he's eating. Then everything comes in. Nothing goes out. It's hopeless, Pinocchio." He told him as everyone sighed. However, Sora wasn't willing to throw in the towel just yet, "Mr. Geppetto... All my life, I was taught to never give up hope even when I felt it was hopeless. I promise you on my mother's and father's grave that we will find away to get you and your son home."

The New Mutants paused at that, his mother's and father's grave? They turned to Kairi as she explained, "Sora's father was a Jedi Knight and they started out like mutants did and rose to be heroes. However, the we're be tried and his father was murdered and his mother died of a broken heart. Sora's is believed to be our only hope." Everyone then felt sorry for Sora as everyone began to think of a way out. Geppetto then spoke up, "Come, we'll make a nice fire, and we'll cook some of the fish."

"Man, that must be very uncomfortable for you." Bobby said as he turn to the pet goldfish, Cleo. The goldfish nodded in agreement as Pinocchio had an idea, "A fire! That's it!" Geppetto nodded, "Yes, and then we'll all eat again."

"A great big fire! Lots of smoke!" Pinocchio beamed. Xion looked around as she noticed a cloaked figure watched them. She then looked at the other teens the boy with the spikey hair reminded her of one of her best friends... and she felt closer to the New Mutants... as they were friends too. Even Riku despite him not trusting her. She knows what she need to do. His father raised an eyebrow, "Smoke? Oh, yeah, sure. A smoked fish will taste good." Pinocchio beamed as he grabbed a near by chair, "Quick... some wood!"

"Pinocchio, not the chair!" His father told him as Pinocchio told him, "Hurry, Father! More wood!"

"Oh, what will we sit on if we..." Geppetto puzzled. Pinocchio reassured him, "We won't need it! We're getting out!"

"Getting out? But how?" Geppetto asked. Pinocchio explained, "We'll make him sneeze!"

"Make him sneeze? Oh, that will make him mad!" Geppetto told him. Sora told him, "Leave the whale to us. We can handle him." Geppetto turned to Sora, "Are you sure?" Riku nodded, "Of coarse... we stopped a maniac from destroying the universe... fighting an angry whale should be a piece of cake."

"You did?" Bobby asked in shock. Sora, Riku, and Kairi nodded. As the other mutants walked beside them as Tabitha nodded, "Then count us in too." All the New Mutants nodded in agreement when Jamie wondered, "Hey, where's Xion?" Everyone began to realize, she was missing...


Xion walked deeper into the the belly of the whale, she called out, "Vexen, you can come out, I surrender." Vexen nodded as he walked to her as he removed his hood, dirty blond hair, worn long with two slightly shorter (but still long) bangs that frame his face as well as his large, bright green eyes, "About time you recognized you're superior."

"My one condition is to leave my new friends alone." Xion told him. Vexen laughed, "Friends? A Nobody can't have friends let alone you... your just a failed experiment..." She glared at him at that but said nothing, "Still... if your willing to cooperate then I shall spare them for the time being..."

"Deal." Xion nodded sadly, she may not remember her friends but a least they would be safe. Vexen nodded, "Very well... now come so, I can reprogram you..."

"She not going anyway!" A voice exclaimed as they turned to source of the voice. Vexen then was hit by an incoming Keyblade knocking him back as it returned to Sora. Sora eyes narrowed as Riku, Kairi, and all the New Mutants glared at him as he continued, "And certainly not with you!"

"So, your the Keyblade's Chosen? Sora, is it? You look more insignificant up close." Vexen told him. Sora just glared at him, "So, your an original member of Organization XIII..." He then smirked, "Your shorter than I expected." Everyone chuckled behind Sora, Vexen glared at them. Xion turned to them, "Sora... take the others and go... leave while you still can."

"Sorry Xion. We all agreed. We're not leaving with out you... Vexen and most of the Organization might call you a mistake... but to us your certainly not... you our friend and we're not leaving you behind." Sora told her. Xion's eyes widened as she turned to Riku as he sighed, "Well, yeah... I'm not that heartless..."

She smiled as Vexen just smirked, "You'd risk your life over a puppet... who doesn't even have a heart?"

"Heart or no heart... at least she still has a conscience." Sora pointed out. Vexen raised an eyebrow, "Conscience? That insignificant thing?"

"You might not hear it, but right now it's loud and clear. And it's telling her what you're doing is wrong!" Sora declared. Vexen huffed, "Very well... if you so persistent of standing between me and the puppet... then you can die with her." Vexen then formed an ice shield as Sora declared, "X-Men! Take him!"

Everyone charged at Vexen. Sora, Riku, and Kairi swung their blades at them while Boom-Boom and Jubilee got behind him and dropped chery bombs and fireworks behind him stunning him. Sam flew at him, "CANNONBALL!" He slammed right into Vexen knocking him down. Amara turned to Roberto as she asked, "Will my powers help charge you up indoors?"

"Only one way to find out." Roberto stated as she when turned into her Magma form. He reached out for her and charged up into his Sunspot form, "Oh, yeah!" He then flew at Vexen, who knock Cannonball off of him as Sunspot punched him to Sora who slashed at him. Vexen growled as he fail to notice the army of Jamie right behind him. They declared, "Dog Pile!"

And the piled top of him knocking him down. He growled as he tried to get out of him as Wolfsbane changed to her wolf form and pounced on him as bite into his shoulder. Iceman tired to freeze him in place but however it only strengthened him, "Foolish, boy! You think can harm me with ice." He then declared, "Come to me Ice Blade!"

He then formed a sword made of ice and proceed to destroy the Jamie clones as well as attack the others. He was about to strike Riku from behind when Xion got in the way, "Look out!" She then blocked his blade with her own Keyblade. Riku nodded in appreciation, "Thanks..."

Beserker then blast him away with lightning as he got up as Amara grabbed his sheild and began to melt it. His eyes widened as everyone walked up to the defenseless Vexen and proceed to punch him. They continued do so until he forced to retret, "Fine you can have her! But don't think for a second this is over!"

Just then the whale began to shake as Kairi wondered, "Hey, what's going on?!" Iceman assumed, "Guess our fighting caused Monstro to have a stomach ache." Sora declared, "Everyone to the raft!" Everyone quickly ran to the raft as as they could...


"Well, it's about time!" Pinocchio beamed as everyone returned. Geppetto told them, "It won't work!"

"Hurry, everyone! Climb aboard!" Pinocchio told them as everyone was on. Including the pets as Geppetto told them, "We'll never get by those teeth!" Sora declared, "Not if we have anything to say about it. Sam!"

"I'm on it!" Sam declared as he got on the end of the raft. Jiminy quickly climbed aboard, "Hey, Wait for me!" The whale opened his mouth as Sam declared, "Hang on! Here we go!" He rocketed them off as the whale seenzed as Xion told the whale, "Gesundheit."

"We made it!" Pinocchio beamed as they pulled Sam on board. Geppetto told them, "Look, now he is mad! I told you he'd be furious!" They saw that the whale was after them. Roberto rasied his hands to the sun as he charged up, "Let's do this!"

Boom-Boom then handed him so cherry bombs, "Let's take the over grown fish down." Roberto nodded as he flew off much to Geppetto's amazement. Sora turned to her, "Actually, I think whales are supposed to be mammals."

Sunspot flew over the whale and dropped the Cherry bombs on him. The other X-Men then proceeded to use the powers to keep the way back until the while went back into the ocean. Xion stated, "He's gone!"

"Where'd he go?!" Sunspot wondered. Sora stated, "He's probably recovering from that first attack. He'll be back soon. We need to reach land... it's the only chance we have against that whale."

"There!" Xion pointed to the shore ahead. Riku nodded, "Alright... let's move this thing." Jamie looked down to see the whale returning, "He's coming back! Hurry!"

"He's trying to get us! Paddle, son!" Geppetto told Pinocchio. Sam got to the other end and blasted them off but in doing so Geppetto fell over board. Sora's eyes widened, "Man over board!"

"Father! Father! Oh, Father!" Pinocchio dived in after him. Kairi called in worry, "Pinocchio! Roberto help them!" He nodded as Sunspot flew back for them. Geppetto told Pinocchio, "Pinocchio, swim for shore. Swim for shore."

"Hang on, Father!" Pinocchio told him as he swam after him. Geppetto told him, "Save... yourself. Pinocchio... save yourself. Don't mind me, son. Save yourself... Pinocchio."

However, Sunspot flew to them, "Neither of you are dying today! Hang on!" He grabbed them both before Monstero could get to them but it was close which sent the three flying to shore. Once everyone joined them, Sora told Bobby, "Ice Man! Finish this!"

"Got it!" He then proceeded to freeze the whale in place. Everyone sighed in relief as Boom-Boom stated, "Man, that was close!" Jiminy nodded, "I'll say... I'm just glad we all made it out in one piece isn't that right Pinocchio?"

No response. Jiminy asked again, "Pinoke?" He then gasped as they saw Pinoke's lifeless body as Jiminy exclaimed, "Pinocchio!" Everyone rushed up to the puppet...


Later, they returned to Pinocchio's home with his father. They tried everything to help revive him, potions, elixirs, healing spells, and Kairi even tried CPR but nothing they could do could revive the puppet. They all looked down to puppet with tears in their eyes. Geppetto cried, "My boy... brave little boy..."

"This is all my fault, I should have made sure everyone was hanging before I used my powers." Sam blamed himself. Roberto told him, "No, it's my fault. I should have gotten to them quicker."

"Neither of you are to blame. We all did everything we could but...I guess it wasn't enough." Sora told them sadly. Kairi cried on Sora's shoulder as he comfort her. However, Pinocchio wasn't dead just yet as he heard a familiar voice in his head, "Prove yourself brave, truthful, and unselfish, and someday you will be a real boy. Awake, Pinocchio! Awake!"

Just then magic shined on him his donkey features were gone and he was no longer a puppet. He got up as he turned to his father as he noticed everyone was crying, "Father! What's everyone cryin' for?"

"'Cause... you're dead, Pinocchio." He replied not even noticing that wasn't the case. He shook head, "No! No, I'm not!"

"Yes, yes, you are. Now lie down..." Geppetto told his son. Eveyone paused at that, say what?! Pinocchio told them, "But, Father, I'm alive. See? And..." He then looked at his hands to see they were no longer made of wood, "And I'm... I'm... I'm real! I'm a real boy!"

Everyone beamed as they realized he was right but none where more happy than he father as he cried with tears of joy, "You're alive! And you are a real boy! A real, live boy!" Everyone cheered for the miracle as Geppetto declared, "This calls for a celebration! Lots of music!"

Everyone beamed as they celebrated as Jubliee whipped the tears from her eyes, "And who says there's no such things as miracles?" Jiminy looked up to the stars as he said, "Thank you, milady. He deserved to be a real boy. And it sure was nice of you to..."

Just the a badge appeared on his shirt the stated, "Official Conscience." Jiminy smiled at that, "Well, I'll be! My, my! Solid gold, too. Oh, I think it's swell!" Sora smiled, "You've earned it, Jiminy!" Xion frowned, "Do you think... someday, I could be real too?"

"Of coarse, Xion!" Jiminy smiled and nodded. Jiminy turned to the rest of the mutants, "And I'll bet one day you all be amazing adults... with a little help from an Official Conscience." Everyone paused at that, as Rahne wondered, "What are you saying?"

"I'm saying that you might need a nudge to do the right thing everyone now and then. And I'd be more than happy to help." Jiminy smiled. Jamie wondered, "But what about the... the...

"World Order? It's okay, I know you all from other worlds." Jiminy told them much to their shock. Everyone gasped, "You do?"

"Yeah, you think you're the first Keyblade wielders that came to visit our world? King Mickey even offered me a place on his conceal." Jiminy told them. "You know King Mickey?" Sora asked in shock. Jiminy nodded, "Yeah, but I turned down his offer. Pinocchio needed me more and now he has a conscience of his very own. He'll do fine with out me. Besides, I'll see him again someday!"

"Well... I'm sure the professor will appreciate the help." Riku stated. Kairi looked to the stars and as music started playing she sang, "When a star is born... They possess a gift or two..." Bobby asked, "Why is she singing? ANd where is that muic coming from?"

"It's another world thing... you get used to it." Sora explained as Kairi continued, "One of them is this... They have the power to make a wish... come... true..." Sora joined her as they sang, "When you wish upon a star... Makes no difference who you are... Anything your heart desires will come... to... you..."

"If your heart is in your dream..." Riku continued as Xion joined in, "No request is too extreme..." The other New Mutants shrugged and joined in, "When you wish upon a star... As... dreamers... do..."

"Fate is kind... She brings to those who love... The sweet fulfillment of their secret longing..." Kairi, Xion, Amara, Tabitha, Rahne, and Jubilee sang. Everyone joined together as they snag the final verse, "Like a bolt out of the blue... Fate steps in and sees you through... When you wish upon a star... Your dreams... come... true...!"

Just the Blue magic appeared on more time revealing the Keyhole. Sora turned to Riku and Kairi, "Care to do the honors?" Riku actually spoke up, "Actually, I think Xion should do it..."

"Really? You trust me to get you home?" Xion asked. Riku nodded, "Yeah... sorry for doubting you... I was just worried about my friends." Xion smiled, "It's alright, Riku. I probably would have done the same thing... alright."

Xion summoned her Keyblade as everyone stood by her as Sam told her, "You can do it, Xion!" Xion aimed her Keyblade at the Keyhole and sealed it shut a bright light shined on them as they vanished from the world...


"Scott... I told you he's got this..." Jean said as she tried to stop Scott from entering the room where Sora and the New Mutants are. Scott struggled, "I... just... want... to.. check... on... him..."

"It hasn't even been five minutes since we left him. Scott!" Jean told him but when he opened the door they saw everyone siting down as they listen to one of Sora's adventures on the other worlds. Jean gave Scott a knowing smirk, "See? I told you he had this."

"Oh, really? Then why is there a girl in an Organization coat and a talking cricket in there with them?" Scott gestured. Jean did a double take and saw Xion and Jiminy with them. Jean stated, "They went to another world didn't they?"

"Looks like it." Scott nodded. Jean sighed, "I'll get the professor..."


Later that day, the professor read Xion's mind as Sora, Storm, Logan, Scott, Jean, Jiminy and Ben watched near by. One the professor was done, he stated, "Indeed. You do have some of Sora's memories aside your own. I don't sense you have any will hate against us."

"So... she's a clone of Kairi with the memories of Sora." Storm stated. Logan wondered, "How do you think they were able to pull that off?" The proffessor hummed for a minute before asking, "Xion, do you know any members of the Organization that are a telapath like me or Jean?"

"I didn't know anyone did... until know at least." Xion replied. Scott stated, "So, that leaves another mystery." Ben nodded, "Even so, she seem harmless enough."

"Indeed... Xion, I usually offer this school to mutants... however, I have been known to make a few exceptions... would you like to stay and learn here at my school for the gift?" Xion wondered, "If Axel and Roxas come... could they have a place here too?"

"Of course... if they want to." The professor promised. Logan raised an eyebrow, "Even Axel?" The professor nodded, "Indeed. While our first meeting with Axel was... not a found memory. He seemed detected enough to stand up for his friends. Perhaps there's even a way to find the a heart with out Kingdom Hearts."

"Then I'll stay." Xion smiled. Everyone smiled as that as Sora asked, "By the way, how we're the Organization trying to get Kingdom Hearts." Xion replied, "Something about collecting hearts and only our Keyblades could do it... I not sure I get it myself."

"It's alright, Xion. We'll figure out what their up to. You'll be safe here." Jiminy told her. Sora smiled, "Welcome home..."


Meanwhile with Riku he was talking to Rogue about his day as a man in a brown coat watched them. He stated, "This world... has been connected..."


Meanwhile, Vexen returned bruised from his battle from the X-Men. The second in command smirked, "Geez, what happened? Don't tell me you we're beaten up by a bunch of kids." He laughed, "I knew you were getting slow for your age."

"SILENCE!" Vexen exclaimed as Xigbar continued to laugh...


Meanwhile, Roxas and Axel sat on top of the clock tower eating sea-salt ice cream. Roxas wondered, "Where's Xion? She's never been this late." Axel frowned as he told Roxas, "Where ever she is... I sure she's fine. She just probably had a long day on her mission."

"Oh...yeah, your probably, right..." Roxas nodded as he proceeded to eat his ice cream as they continued to watch the sunset. Axel looked up to the sky above, and thought, "Whichever world you're on, I hope you be safe... Xion."


Meanwhile, in Castle Oblivion, a blonde teenage girl dress in white was drawing with her color pencils. Once she was finished she smiled as she observed her work. It was a picture of the X-Men, New Mutants, as well as Roxas, Xion, Axel, and herself all holding hands... perhaps some day her dreams could come true as well...


And that will conclude today's chapter. Xion's now about of the Xavier Institute and Jiminy will be their out aloud Conscience. Cool, huh? Plus a quick look at Saïx, Xigbar, Ansem the seeker of darkness, and Naminé. With Vexen as the main villain of this chapter. All good things... I suppose you think the next chapter will be based on the second episode then since that's what I usually do with this series... that is where you're wrong. Next chapter, two strange droids appear on Earth and say they have message for Obi-Wan and plans containing a weapon of mass destruction which they must get to the rebellion. With Ben's guidance the X-Men's war against the Empire begins now with the help of a fall Jedi, a long lost twin brother, a Smuggler, a Wookie, and a Princess of a fallen world can they hope to get the plans to the Rebellion in time...and in one piece? Or will the all be victims to the ultimate weapon next the X-blade and Infinity Stones... the Death Star. Plus, the X-Men's first confrontation with the man who murdered Sora's father... Darth Vader! I hope you enjoyed the chapter. Be sure leave a review and if you haven't already be sure to follow and fav. as well! See you next time!