"How could you do such a horrible thing?.!" Spongebob yelled at Plankton for the umpteenth time as the group walked into the Krusty Krab.

"What's all the fuss about?" Squidward inquired from the register.

"Plankton tried to shoot a snail!" Eddy told him with frustration. "I saw him with my own eyes!"

Squidward said, "He did saysomething about hunting them when he came in before."

"Yeah," Sora agreed when he approached. "I remember him talking about 'devilishly evil tactics'."

"Yup," Squidward nodded. "One messed up invertebrate."

"For the last time," Plankton began with a frown, "I wasn't aiming at the snail!"

"I'm not gonna take you to Jellyfish Fields again!" Spongebob's legs stretched so he could reach the genius' level and point a yellow finger at him.

"All because of one mishap?" Plankton's Exobot raised its arms in defense. "Come now…." He looked at everyone.

Everyone, including Ed and Squidward, was glaring at him.

Plankton left the building, embarrassed.

K-K-K-K-K-K

"What am I doing with these imbeciles?" Plankton asked himself as he stood in front of the Krusty Krab. "Darn snails! I need as many as possible for my plan to steal the Secret Formula!" He told himself, "I'll track them down somehow……. I'll stake my life on it."

A padding of feet in the sand caused him to make his robot whip around to see.

Nothing.

Plankton huffed. "Must be a catfish or something."

More padding.

He whipped around again.

Nothing.

Plankton sweated. "This is odd."

More padding

He whipped around.

Nothing.

"If there is anyone here, I would have definitely seen them in my peripheral vision."

He looked up.

Nothing.

"….," he looked at the Krusty Krab's roof.

Nothing.

More padding from behind.

"That's it!" Exobot's arm turned into a gun. "Show yourself now!"

Something tapped his robot.

Plankton swiftly turned around. "!.!.!.!.!" he gasped, his eye widened.

K-K-K-K-K-K

Firing of a laser gun sounded.

"?" Everyone raised their heads.

"What was that?" Eddy asked, leaning against one of the restaurant's poles.

"It sounded like Plankton's laser gun thingy," Spongebob said.

"Let's check it out!" Sora exclaimed.

K-K-K-K-K-K

Sora, Spongebob, Ed, and Eddy exited the Krusty Krab in a hurry. What they saw made them jump.

"Heartless!" Sora yelled.

They looked like clams and were about the size of huskies, next to Sora. The minor difference was that they possessed stick figure hands and feet, the hands with four digits and the feet with three toes each. Their clam 'heads/bodies' were open, revealing pairs of yellow eyes surrounded by darkness. They were clam Heartless. A group of four was surrounding a helpless green fish who wore pants.

"Help me!" the fish plead.

The Heartless' attention was now on the group watching them. All four clams charged.

"Let's get 'em!" Sora ran, his Keyblade ready to slay.

"Yah!" Ed joined in, his shield held at his face.

Eddy heaved a sigh, practically useless, and went to join the party.

Spongebob concentrated and cast Aero on all three of the fighters.

Sora sliced one clam horizontally, causing it to almost lose its balance. After standing on its own two feet, it lurched in Sora's direction. The Keyblade Master held his weapon at the right angle and deflected the fiend's assault. Also, the Aero spell might have also damaged the enemy a bit.

Ed walked forward, jerking his shield back and forth, continuously slamming into a clam's body. The Heartless didn't have enough time to attack, and was defeated.

Eddy shrugged, jumped, and slammed his staff on a clam. The only reason the enemy recoiled was because of the Aero spell that was still in effect. Eddy found this to his advantage. "Have some of this!" and every time he came in contact with it, the shield bounced it back.

All three of the Heartless were defeated.

"Whew," the now safe fish wiped some sweat from his brow. "Thought I was a goner. Thanks!" he waved and walked off.

"Wow," Sora said as was walked in Spongebob's direction, "that was easy."

"I dunno," Eddy muttered as he rubbed his chin. "I feel like we've forgotten something…." Sora didn't hear him.

Ed mimicked his pose with the same spaced out stare.

The sponge cocked an eyebrow, "What do you mean--? DAH!" the forth and forgotten clam rammed its body into him from out of nowhere.

Sora, Ed, and Eddy gasped. Suddenly, before they could react, Spongebob and the clam became a blur of yellow, grey, and red. The blur then formed two interlocked rings of the same colour.

"HI-YAAH!" Then, the clam shot out of the blur, up, up, and away.

Spongebob was visible after the smoke cleared. He was now wearing large red gloves and a helmet that benefited the shape of his head. He panted with his hands held in a kung fu pose and his leg held in a high kick.

"……," Sora and Eddy stared.

"Cool!" Ed cheered with his yellow hands held high. "Just like I know fighting and stuff!"

"How did you do that?" Sora asked, baffled.

Spongebob stood up straight with his hands by his side. "I know karate, or kare-ah-tay, as some like to call it," he said.

Eddy looked at him skeptically.

"Cool!" Sora exclaimed. "You can fight with us!"

"Yeah, sure," Spongebob shrugged with his semicircular smile.

"Now, why didn't you tell us before?" Eddy inquired with annoyance.

"You never asked," Spongebob grinned and laughed an inexplicable laugh that made Eddy cringe.

K-K-K-K-K-K

In an alley somewhere in Bikini Bottom…

"Help!" Tony screamed. The swamp kid backed up against a wall as a group of five clams surrounded him. He, like the others, was wearing an air helmet. This one benefited his animation and had its outline sticking out. "Someone help!"

The dark fiends got closer.

"Don't worry, little guy!" a squirrel in an air helmet and astronaut-like suit called out. "I'll save you!" Judging by the pink flower attached to the helmet, the squirrel was female. "HAH!" with a single swipe from her gloved hand, she managed to obliterate one Heartless. "Take that!" she yelled.

"Sandy!" Tony screamed. "Behind you!"

"Huh?" 'Sandy' looked behind her. "AAAK!" she was jumped by a clam. Now, all the Heartless were focusing on her. They formed a pileup on the struggling squirrel.

As soon as it happened, all the Heartless were thrown off her. Sandy was standing with a frown and her fists spread out like a crucifix.

"Y'all wanna fight, do ya?.!" She barked. "Then, let's fight! CHIII-YAHHHH!" he did a flip and landed right on top of a clam, closing it. The stick figure arms and legs futilely struggled for freedom. Another two leapt at her from both sides. "Gotcha!" she exclaimed as she caught one of their hands. Then, she brought them both together in one deadly slam. They both disappeared. "YAAAAH!" she punched another leaping one away. After that, she back-flipped off the Heartless she was still standing on, picked it up by its feet, spun like a tornado, and let the dark creature fly into its comrade. The both evaporated into nothing on contact.

Sandy sighed, victorious.

"Thanks, Sandy," Tony walked up to her and held out his tiny hand to shake. "You saved my heart."

"Shucks, Tony," Sandy bent over and made sure not to crush the swamp kid's hand as she shook it, "it was nuthin'. Next time, you should stick with me, though, whenever we're in danger."

"I will, Sandy," Tony nodded his helmeted head. "Sorry for running away."

"S'okay."

The walked out of the alley.

"I'd like to thank you again for saving me from drowning," Tony said solemnly. "If it wasn't for you giving me his helmet, I'd surely be dead by now."

"No problem, li'l guy," Sandy didn't need to be thanked anymore. "Let's get you somewhere safe," she was on her guard as they stood on the pavement, surrounded by identical houses. "This is no place for a critter such as yerself."

"Okay," Tony nodded with a smile. "Where to?"

K-K-K-K-K-K

Sora's group walked through the city. They moved in a straight line. From left to right, there was Eddy, Ed, Spongebob, and Sora.

"So…where do we search first?" Sora asked with his hands behind his helmet. "Plankton could be anywhere."

"Well, we searched the Chum Bucket, and that was no good," Spongebob recalled. "Guess we should look in every other place we expect to find Plankton."

"Where then?" Eddy asked.

"That's the problem," Spongebob said sadly. "I have no idea."

"What about Jellyfish Fields?" Sora inquired.

"DUH!" Eddy added with agreement.

This caused both Eddy and Sora to glance at one another. As much as they now hated it, they were still fighting. So, they turned away from each other's gaze with a huff.

"Good idea!" Spongebob raise a finger. "Let's get there before--!"

"AAAAAAAAAAAGH!" a fish ran through the group, causing head to turn. "Make them go away!"

A question mark appeared over Spongebob's, Ed's, and Eddy's heads, Ed's question mark being upside-down.

"The hell?" Eddy blurted.

"Over there, guys!" Ed pointed with his shield.

A group of seven clams was heading their way.

Sora sighed. "…..let's get 'em….."

"Fighting Heartless is really getting annoying," Eddy stated.

"Gesundheit," Ed told him.

Eddy brushed it off and equipped his staff.

"Sorry, guys," Spongebob said as he ran at the group, "I don't have enough magic for Aero spells anymore!"

"Oh well," Sora jumped and swung his Keyblade forward from underneath him, smacking a clam away, "guess we'll have to do it the old fashion way."

W-WARP!

Two more Heartless appeared. They were crabs, to be put bluntly. Black crabs with yellow eyes, roughly the size of a crocodile.

Eddy swallowed, "Umm……why don't we run away, like last time?" No one heard him.

"You take the clams, and I'll take the crabs!" Spongebob said bravely. He ran, jumped over a sliding clam, deflected another, and prepared to strike down on a crab. However, things took a different turn, and the yellow sponge was simply slapped away with one pincer. "WHOOOOO-AAAAAAAAAGH!.!.!.!" he screamed as he went flying.

"Spongebob!" Sora called out before he was hit in the back by a clam.

K-K-K-K-K-K

"Funny, when you said that there were fish here, I thought they were gonna be real fish," Tony spoke to Sandy as they crossed a road.

"Hehe, yeah," Sandy nodded with a bucktooth smile, "not what you expected, huh?"

"I don't mind. In fact, I think I prefer it this way."

"It's nice to find another land-dweller 'round here…other than all this marine life."

"If you like it this much, then there are more of us."

Sandy looked down hopefully, "Really?"

"Uh huh," Tony nodded. "Three of them."

"B-But…what about air helmets?"

Tony's eyes widened. "Oh no! I never thought of that!"

"Erm, don't worry," Sandy gave him a reassuring pat on the back, "I'm sure that--like you--they were found by someone and given water helmets."

"I hope so," Tony seemed to have found a lot of interest in his small, black shoes all of a sudden.

"Aww, cheer up," Sandy bent down on one knee and put a hand on his small shoulder. Her small ears perked up, "Say, you hear something?"

"Hmm?" Tony instinctively looked up. "……………………….yeah, I hear it….," he only wished he could put a hand to his ear.

"It sounds like………screaming?"

"…"

"………..aaaaaaaaaa-AAAAAAAAAAAAAA-AAAAAAA-AAAAAAAAAA--!.!.!.!.!.!.!.!.!.!.!.!"

CRASH!.!.!.!.!

Spongebob came crashing down on Sandy. Both of them saw stars while their eyes spun.

"Sandy!" Tony exclaimed. "Are you okay?"

"Yeah, I'm fine," the squirrel crawled from underneath the dizzy sponge, "but I doubt Spongebob is." She hoisted him up and shook him awake. "Are you alright?" she queried when the yellow one's big eyes opened.

"Yeah, I'm fine, Sandy," Spongebob said as he sat up and then stood up. "Some friends and I were fighting Heartless when I was tossed into the air and…..well, here I am."

"Wait, you were fighting Heartless?" Sandy asked with a raised eyebrow.

"Uh huh," Spongebob nodded. "Using kare-ah-tay, I was."

"Wow, Spongebob," Sandy rubbed the bottom of her helmet, "never thought of you using karate against evil."

"Thanks," Spongebob's gaze found Tony. "Oh, hi," he waved his gloved hand. "What's your name?"

"Tony," the small one said. He was so small, he could fit through Spongebob's eye socket.

"Pleased to meet you, Tony."

"I found him sinking to the bottom of the ocean," Sandy explained. "I got him to the Treedome, and gave him an air helmet."

Spongebob's eyebrows rose, "Funny, I came across three other people who went through the same thing."

Tony's head rose, "Really?"

"Yeah."

"Is one of them, by any chance, not a cartoon?"

"Yup."

"And is another a loud, pink boy with a blue cap turned backwards?"

"Mmhmm."

"A-And is the third one a tall, yellow boy with one eyebrow and who's not too bright?"

"Uh huh," Spongebob nodded for the third time. "Do you know them?"

"Yes!" Tony punched the water above his head as he jumped. "Sora, Eddy, and Ed are here! I'm not the only survivor of the crash!"

"I'm glad you happy there," Sandy said, "but we need to get you somewhere safe until all this dark business blows over."

"How about the Krusty Karb?" Spongebob suggested.

"Good idea," Sandy agreed. "Let's go, Tony. We'll meet your friends later."

"Okay," Tony followed her.

K-K-K-K-K-K

"I'm back!" Spongebob yelled as he came to a skidding stop in front of Sora, Ed, and Eddy. "What did I miss?"

"The whole fight," Eddy answered, pulling a potion out from his pocket and healing himself.

Ed was on the ground, knocked out.

Sora was slightly bruised. He was leaning on his Keyblade as he said, "Sorry, Spongebob," he simpered, "but the fight's--"

POW!

"--……over?"

It sounded like a gunshot coming from the city outskirts.

"The heck was that?" Eddy asked, already knowing the answer.

"Ugh, head hurts," Ed said as he wished he could rub his flat scalp.

"Forget about your head, Ed!" Eddy exclaimed. "Just follow me!" he ran in the direction of the shot.

"Okay, Eddy," Ed got up and followed.

Spongebob and Sora nodded at one another silently and ran after the other two.

K-K-K-K-K-K

Surprisingly, no one else was there. And it was another vacant area with nothing but sand. The group slowed its pace and its members scanned the area, searching for anything that might have come across suspicious.

"Hay, look!" Spongebob pointed at the ground.

"Footprints!" Eddy exclaimed with a jump.

"And they belong to Plankton's robot," Sora added.

"And they're shaped like rectangles!" Ed said with a horrified face.

"It looks like they end here," Sora said, rubbing his chin. The footprints stopped at nowhere special.

"Guys, we have another problem," Spongebob inputted.

The queen jellyfish was back, sparks of ready electricity dancing around its stingers.

"Not this again!" Eddy cried, smacking the sand beneath him with his staff. "I might as well sit this one out!"

"Leave it all to me," Spongebob struck a karate pose. "I know exactly how to deal with jellyfish. I was afraid before, but now…I'm ready….ready…..ready…ready…..READY!.!.!.!.!.!" he jumped, flipped, and stopped right in front of the pink beast.

"Bzzzzzzzzzz-zzzzzzzzzzzzz-zzzzzzzzzzzzzzzzzzzzzzzzz," the big jellyfish buzzed.

"I know your weakness," Spongebob said in a raspy voice. He removed his gloves and helmet, instead putting on his glasses. "And it ain't pretty, either." He stood with his legs apart, cowboy style.

The jellyfish did the same, its stingers shaped like a cowboy's arms during a standoff. It didn't touch the sand, though.

It could have been Sora's imagination, but he could have swore he was hearing a particular kind of music in the background. He wanted to ask Eddy, but refused to lose the silent battle they were still having.

"Cool music," Ed said.

"This town ain't big enough fer the both of us," Spongebob said. He spat to the side, hitting a random passer by.

"My leg!" a scream was heard an then ignored.

"Bzzzz-zzzzzzzzzz-zz."

Spongebob wiggled his yellow fingers in a sequence. His eyes narrowed with his eyelashes disappearing.

More sparks danced around the jellyfish.

Spongebob did something Sora never expected him to do. He reached behind him and pulled out a giant jellyfishing net. He wielded the thing with ease, despite its huge size.

The jellyfish reacted with all its stingers straightening to emphasize surprise. It made to swim away.

"Not so fast!" Spongebob ran after it.

Eddy sweatdropped, "Never saw that coming."

"It's sooo big!" Ed yelled.

"I'm gonna getcha, you!" Spongebob ran in front of the group, still chasing the queen jellyfish. "HAH!" he jumped and trapped the thing under the net.

"Good job, Spongebob!" congratulated Sora. "……but now what do we do?"

"We throw it back," the sponge answered cheerfully. "I hope you learned a valuable lesson!" he said like a mother as he listed one end up for the jellyfish to escape free. The big jellyfish 'nodded' and flew off.

"Well, that's settled," Sora announced, "but what about Plankton?"

"You're right," the sponge nodded, removing his galsses. "Where would we find Plankton?"

Eddy thought for a second and then came up with, "Jellyfish Fields!"

"That's right!" Spongebob screamed. "Let's go, everyone!"

K-K-K-K-K-K

Sora panted as he fell to the back of the line. All this running from place to place was really tiring him out. It was also frustrating for him to have to be in one place for only a few seconds and then have to sprint to the next.

His irritation ceased when he and the group stopped at the edge of a drop to a clearing, which had no ways out. They didn't have enough time to check what was in it, because they were all mysteriously pushed from behind and all tumbled down the steep hill.

"OFF! EEE! AIII! OUCH! OOMF!" Eddy yelled with every thump.

"OUCH! DAAAH! GAAAAH! NNNNGH!" Spongebob yelled with every thump.

"LAAAAAAAAANNNNNDMMMMMOOOOOOOOOOOWWWWWWWEEEEEEERRRRR!.!.!.!.!.!.!.!.!" Ed yelled.

Sora couldn't say anything. He just hoped with what little senses he had left that he'd live. Luckily, his helmet eased the pain.

He reached the bottom on his back. He got up with a groan, helped by Spongebob.

"Wow, that hurt," Ed told himself as he climbed to his feet. "Eddy?" he called out. His eyes widened, "EDDY!"

Eddy was struggling to as he tried to get his head out of the ground. No matter how hard his body pulled, his neck always stretched to prevent his squared cranium from being free.

"I'll save you, Eddy!" Ed grabbed his legs and pulled, causing more parts of Eddy to stretch.

Whatever Eddy was trying to say was muffled.

"NNNNNNGH!" Ed strained. TWOP! He managed to pulled Eddy out, causing the short boy's entire body to contract towards the legs. They were both sent flying backwards.

"Ed! You dope!" Eddy picked himself up. "If my staff was working, I'd freeze you and leave you there!"

"Um, Eddy," Ed pointed over his shoulder.

"What?" Eddy looked behind him. "……holly…."

Plankton was there in his Exobot, aiming a shotgun at a group of huddled-up snails. Clam Heartless danced around him, cheering him on in their own language. He aimed.

"NO!" Sora yelled.

Plankton and all the Heartless looked behind them, noticing that they were being watched for the first time.

The snails took this opportunity to crawl up the steep hill. They were safe.

"Plankton….?" Sora starred.

The plankton's eye was looking at them with no hint of emotion whatsoever. It was glassy and lifeless.

Spongebob gasped, "Guys! That's not Plankton!" he quickly put on his karate gear.

"NRAAAAAAAAAGH!" Plankton let out a warcry, and pointed for his group of Heartless to attack.

"HI-YAH!" Spongebob was the first to attack, casting Aero on himself. After landing from a jump, he grabbed on Heartless by its thin arm and threw it into another.

Ed stuck with Eddy, knowing about his handicap in the environment they were in. "WAAAH!" he smacked one clam with his shield, sending it back. "I am mad!" he used Charge to knock another clam off its feet.

Sora couldn't care less about the Heartless. All he wanted was to get to Plankton for attempting to harm innocent snails.

Plankton grinned insanely. "HA-HA!" he aimed and fired his gun.

Sora avoided with a dodge-roll. He then sprung up, smacked the Exobot on the hip with his Keyblade, and stabbed it in the chest. Plankton pushed buttons to keep his balance. He side-stepped swipe, ducked another, and kicked Sora in the belly.

"GAH!" Sora stumbled backwards. He gasped when a clam was ready to rip his head off. However, it never happened, because Eddy had smacked it away just in the nick of time. "….thanks, Eddy," Sora let out.

"Forget about it!" Eddy answered him, preparing to duel with another Heartless. "Get Plankton!"

"…Oh! Right!" Sora had wondered why Plankton wasn't attacking him. He found out when he saw Spongebob fighting him.

"You're pure evil!" Spongebob said as he did a one-hand handstand and swept his foot in order to trip the robot. "I can't believe you'd such a horrible thing!"

Plankton didn't answer. He fell backwards, but didn't hit the ground thanks to him making the Exobot put the shotgun in the way. The Exobot swung its foot at the sponge.

"HHHHHFF!" Spongebob blocked by putting his hands in an 'X'-shaped position.

"TAKE THIS!" Sora swung his Keyblade at the Exobot's torso.

Plankton made his robot roll out of the way. It then stood up quickly, and aimed the shotgun. Sora jumped sideways to avoid it. Spongebob did a side-flip.

"You're one ugly thing, you know that?.!" Eddy passed the pothole from the missed shot, ready to hit Plankton with all he had.

Elsewhere, there was only one Heartless left, and Ed was dealing with it. It ran and slid across the sand with a tiny, black foot sailing towards Ed's legs. Ed wasn't quick enough to block it. He fell on his belly after being hit. The clam jumped and made to break his air helmet. Ed gulped and rolled to the side. The Heartless missed, only hitting bare sand. Ed, now on his back, threw his shield like a frisbee. It bounced off the clam's thick shell. Ed was now weaponless.

"The shield is but a small thing for me to…….uh," he tapped his chinless face. "Wait, I'll think of something--" The clam rammed itself into him. "Okay, now I know!" Ed smiled like the idiot he was. He was on his back, keeping the clam away with his hands. He then grabbed it, stood up, spun like a tornado, and let go.

The clam flew out of the clearing and kept rising out of view.

"Bye-bye," Ed waved. He ran to his shield.

"HAAAH!" Sora stabbed.

"YAAH!" Spongebob punched.

"AAGH!" Eddy smacked.

"Oof!" Plankton's Exobot fell on its back.

"Give up yet?" Eddy asked with a scowl.

Plankton's robot climbed to its feet and stood still. There was a rumbling sound, followed by something jumping into the clearing with a roar.

Sora, Eddy, and Spongebob stepped back in time to avoid the creature. And what a creature it was.

It was a shark, roughly the size of a horse. It was shaped like a regular blue shark, but with a few differences. Instead of two fins by its side, it had two arms and legs. It had four sharp claws on each finger. Its tail swished left and right. Its solid black eyes burned holes in the group's souls. Its teeth were prepared to cut through anything. It didn't have a dorsal fin though, making it easy for Plankton's robot to mount it.

"Is this thing even a Heartless?" Sora asked.

"Yes!" Spongebob pointed. "It has the emblem on its chest!"

It was true, but Sora could only look at it for a second before Plankton cocked his gun.

I apologize if this chapter seems a little rushed and poorly written. I just want to get this arc over with as soon as possible.