It was difficult to tell time from the ever-setting sun, but as he heard the clock chiming below him, Xurik realized that he must have been sitting here for far longer than he had suspected. It was so easy to let time slip past him as he sat here, lost in thought, and lost in his own memories. So much had happened in the past year, yet where had it gotten him? Alone, with a death penalty on his head and with no one he could truly trust.

No... that wasn't true. He could trust Roxas... and Axel, as slow as he was to disobey orders, still cared about him after everything. And Xion... she would never do anything to harm him.

The quiet sounds of a clinking zipper and shifting fabric brought him to his senses. He looked up sharply as someone rounded the corner, but his uneasy expression melted away almost immediately.

"Xion!" Her hood was still raised, obscuring her face, but he would have recognized her stature and mannerisms anywhere. She sat down next to him quietly, handing him a light-blue ice cream bar. He smiled faintly - had she really brought one for him? How could she have known he'd be here?

"Thanks."

They sat in silence, watching the sunset. For a while, Xurik was almost able to forget their circumstances. All of the pain, all of the fights, all of the trouble they had gotten into... it was all worth it just to sit here with her. He was shaken from his thoughts as Xion suddenly stood. He peered up at her questioningly.

"Xion? What are you..."

"Xurik..." She slowly lowered her hood. "I'm out of time."

He felt like ice was being poured into his chest as he stared up at her. He had been expecting to see Xion's familiar face, her short black hair, her beautiful smile... but was instead greeted by long silver hair, and a boy's face that looked very much like his own.

"Even if I'm not ready... I have to make this choice." The voice was still Xion's, but it sounded so foreign coming from the silver-haired boy's lips. "You have poured so many memories into me... given me so much... that I feel like I'm about to overflow." Her hands clenched her chest desperately, as if she was in pain. "Look at me, Xurik. Who do you see? If you see somebody else's face... a boy's face... then that means I'm almost ready. This puppet will have to play her part." Xion placed a hand on her chest, the boy's face smiling at him sadly. "Xurik... this is him. It's Riku."

Xurik was speechless - no words were able to form in his mind. So it was true - Xion was becoming Riku, even physically. What did this mean? If Xion was now Riku, what did that make Xurik? A Nobody's Nobody? Nothing?

Xion suddenly took a step forward off the ledge of the building. Panicking, Xurik reached out a hand to stop her from falling, but realized in shock that she was continuing to walk forward, as if supported by an invisible floor a hundred feet above the ground. He nervously extended his foot, but found that the air in front of the clock tower was just as empty for him as ever. He watched helplessly as Xion walked towards the sunset, unable to follow her.

She suddenly put her hood on, hiding Riku's face as she turned to face him. She extended a hand, pointing at him.

"You're next, Xurik. I have to make you a part of me, too."

Xurik froze. Something was wrong here. It was Xion's voice, but she sounded almost... sinister. Below her hood, Xurik could see her grinning strangely as dark tendrils began to radiate from her body.

"Don't you see? This is why I was created."

He gasped, backing up against the clock tower. Her whole body suddenly convulsed in midair; shadows enveloped her, obscuring her from view for a moment before she burst forth from them. She was now covered in strange armor - a large red cross covered her face, yellow plating covered her chest, black plating on her back, and dark blue plating covering her legs. Xurik covered his face as a fierce wind began to whip around the tower - as soon as it cleared, he suddenly found himself standing in the middle of Wonderland.

Xion wordlessly floated up to the huge glass table, where a strange silver device was perched. Xurik narrowed his eyes - the familiar style of the device made it obvious that it had been created by the Organization. Xion placed her hand on it; she began to radiate silver light. As the light faded, metallic wings sprouted from her back, and an enormous red sword-like Keyblade appeared in her hand. With a warped cry, she swooped forward and swung the vicious weapon at Xurik; he barely managed to jump out of the way.

"Xion, stop it!" he cried out desperately. He blocked a blow from her Keyblade and winced from the effort; she had grown unnaturally strong. "It's me, Xurik!"

Xion said nothing, continuing her brutal assault against him. He held up his Keyblade and managed to defend himself as her weapon smashed against it repeatedly, but soon his legs began to weaken. He gritted his teeth, took a deep breath, then squeezed his eyes shut as he gathered all of his concentration.

Pure dark energy flowed out of him, sending Xion flying backward. She deftly flipped over in midair and landed on her feet, then held out her hand - a volley of shadow energy flew out, swarming at him like a series of dark bullets. Xurik was taken by surprise - several of the shots pummeled him in the chest, but at the last second he managed to block the remaining few with his Keyblade. The deflected shots flew backward, smashing into Xion's armor.

The huge Keyblade vanished from her hand, and her wings dissolved into darkness. She looked down at her empty hand and clenched her fist angrily. Dark tendrils suddenly radiated from her body again, filling the world with shadow. Xurik narrowed his eyes, heavily on guard.

When the darkness cleared, he found himself in the middle of Halloween Town, somewhere on the outskirts of town. Floating in the center of the clearing was yet another silver device. Xurik scowled - how many of these had the Organization planted? Had they been planning all of this?

"Now you'll see!" Xion shouted. She touched the device and began to glow again; her size increased slightly, and a twisted black Keyblade appeared in her hands. She pointed the Keyblade at him - it began to radiate darkness.

"Shit," he muttered. An enormous beam of dark energy exploded towards him; he held up his Keyblade to block the attack, but cried out as his weapon was knocked forcefully from his hand. It spun through the air, jamming into the dirt; before he had a chance to summon it back, Xion dashed forward with unnatural speed, pulling it from the ground herself. She now held two Keyblades, leaving Xurik defenseless.

"No fair!" Xurik shouted, trying to summon his Keyblade from her but failing. Was her increased power the reason she now had more claim over their Keyblades? He didn't have time to question it further before Xion ran at him, slashing furiously with both Keyblades; Xurik had no choice but to run. He could feel the wind as the weapons buzzed dangerously close to him, growing closer by the second; Xion was gaining on him. He couldn't keep running like this forever - and he strongly suspect that she would have more endurance then he did.

An idea seized him. He suddenly threw himself to the ground; Xion was unprepared and tripped over him, stumbling against the rocky soil. He sprang to his feet and pounced on her while she was down. Darkness covered his fists; he began to beat at her with as much strength as he could muster. His fists alone might not have been effective against her armor, but empowered by darkness, they hit her with enough force to keep her down and do some significant damage. The black steel plating on her back began to crack slightly.

Without warning, Xion's elbow flew back and caught him painfully in the jaw; he flew backwards, crashing into the ground as Xion returned to her feet. He winced; he could definitely taste blood. Xion suddenly threw both of her Keyblades at him - they whirled through the air at blinding speed. Xurik wasn't ready for the first; it smashed into his chest painfully before she summoned it back to her hand. The second one he just barely managed to catch. Xion held out her hand, trying to summon it back; the Keyblade tried to pull away, but Xurik gathered all of his concentration and managed to hold onto it. He smirked; Xion was now left with the regular golden Kingdom Key, while he was holding the bizarre Halloween-y one that Xion had summoned. Power seemed to radiate from it; was this what the Organization's devices were for? To give her more power in the form of these Keyblades?

Xion charged at him, but he blocked her attack; Xion still had a lot of his power, but trading Keyblades with her had helped somewhat. He forced her back, then swung the Keyblade in a wide arc; it smashed into her side, sending her sprawling to the ground.

She collapsed to her knees. The manufactured Keyblade in his hand vanished, replaced by his own Kingdom Key. Xion raised her hand, and Xurik covered his face; darkness filled the clearing once again. He looked around; they were now standing in the lamp chamber in the Cave of Wonders. Xurik glanced at the center of the room, and sure enough, there was a silver device identical to all the others.

"Get ready, Xurik!" Xion shouted, floating up to it. She placed her hand on its metal surface, and was engulfed in silver light once more. When it cleared, her size had increased again; she seemed to have sprouted another pair of arms, and was now weilding four golden swords.

"Stop holding back!" she shouted, then dove at him, slashing at him with the deadly blades.

Xurik jumped out of the way and narrowed his eyes - her voice was still warped, but its tone sounded more like the Xion he knew. Was she trying to talk with him? If so, why was she telling him not to hold back... did she want him to fight her? Chills crept across his skin as he realized that she was telling him to finish her. So, she wasn't in control of herself after all. Was Xemnas making use of his puppet at last? But how could he destroy his best friend, puppet or not?

A blade whistled just in front of his face; he stumbled backwards quickly, trying to get away. If she didn't stop attacking him, he would have no choice but to kill or be killed.

"Fight it, Xion!" Xurik pleaded, holding up his Keyblade; Xion's blades pounded against him, a constant barrage of metal weakening his grip on his weapon. "I know you're in there somewhere!"

Xion suddenly stopped swinging her weapons at him. He gasped; had he actually gotten through to her? However, his sense of relief faded as her entire body began to radiate darkness.

"Is that all you've got?" she hissed, then dove into the ground. The spot where she vanished was as black as the night, like some kind of puddle of dark energy - but he barely had time to think about it before the spot began to move towards him. Before he was able to react, she burst out of the ground at his feet, slashing at him with the full force of her weapons.

He cried out as he smashed into the cave wall, the wind knocked out of him. Xion was fighting for control, he could tell... but after everything, she was still just a creation of the Organization, powerless to resist. He uneasily got to his feet.

"I'm sorry, Xion." If she couldn't fight it herself... maybe defeating her would help her regain control. Besides, if he didn't... it would only be a matter of time before Xion killed him.

Xion dove into the ground again. As the dark puddle approached him, he readied himself, holding out his Keyblade. Xion burst from the darkness underneath him again, but this time he was ready, diving out of the way. While she regained her footing, she was faced away from him, unable to spot him in the wide room. Taking advantage of her momentary confusion, Xurik leapt forward, smashing his Keyblade into her back with all of his might. She stumbled forward before whipping around to face him again. Immediately she stepped forward, slashing her four swords at him; he just barely managed to shuffle backwards, avoiding each blow in turn.

"Shit," he muttered as one blade whistled too close, slashing through the sleeve of his cloak and just barely missing his skin. This battle was beginning to wear on him; fatigue would slow him down soon enough. He couldn't dodge these lighting-fast attacks forever...

Xion began to radiate with darkness once more, diving into the ground again. He had to do something to stop her...

Seized by sudden inspiration, he jogged backwards, keeping an eye on the dark shadow racing towards him across the stony ground. He reached a short cliff against the wall and leapt upward, landing on its ledge above.

Xion exploded from the ground below him, but he was out of reach; Xurik jumped down from above, bringing the Keyblade down on her armored skull with all the force he could muster.

The four golden swords slowly dropped from her hands, vanishing as they each touched the stony ground in turn. Xion clutched her head in pain. Xurik watched her warily, keeping his distance - had he done it? Had the real Xion broken through?

She lifted her hand once more, and he grimaced. No - this wasn't over yet.

When the darkness cleared, Xurik found himself blinded by the setting sun. Where was he? He could see the Twilight Town clock tower before him, but from this angle he had to be...

He glanced down and felt his stomach leap to his chest. He was suspended a hundred feet above the train station plaza; his head swam and nausea took over as vertigo seized him. Slowly he realized that he was standing on some type of invisible barrier; he couldn't see anything, but a flat plane seemed to be supporting him, keeping him from plummeting to the ground. What was going on?

The hair stood up on the back of his neck as he remembered the ongoing battle - where had Xion gone? He whipped around and gasped, his pulse seeming to stop as he realized why he hadn't yet spotted her. The armored monster that Xion had become loomed behind him, a hundred times her size and floating in midair. Two Keyblades were in her hands now, the teeth of the weapons matching the jagged Nobody symbol adorning her armored skull.

"Xion," Xurik whispered, eyes beginning to water. What had she become? Far below, he heard faint screams - the citizens of Twilight Town must have noticed the enormous monster towering over their city. He watched as a mother clutched her children tightly and fled from the Train Station Plaza, taking shelter within a nearby house. What would happen if Xion succeeded in destroying him? What was Xemnas planning on doing with such a terrifying creation? She could destroy cities... entire worlds.

Xion raised her weapons, and Xurik felt his heart leap into his throat. He ran out of the way as fast as he could; the enormous Keyblades smashed into the invisible barrier he was standing on, sending tremors through it and sending him stumbling to his knees. Xion was gigantic - no way in hell was this a fair fight. How was he supposed to survive this?

The barrage of attacks was constant and unending. Xurik tried to block one or two of Xion's attacks, but the mere force of their size and strength nearly tore Xurik's arms off. It was like trying to fend off a train. Xion barely seemed to tire - she was focused solely on ending the life of the tiny annoyance that had once been her best friend.

"Xion, please stop this!" Xurik cried desperately, diving out of the way of yet another attack. His movements grew more sluggish as time went on; his breathing was growing heavy and ragged from sheer exhaustion. "Think of me! Think of Roxas, Axel!" Inspiration seized him for a moment. "Riku! What about Sora and Kairi? Xion, Riku, whoever's in there - you both have to fight it! For your friends!"

He wasn't sure if it was Xion or Riku responding to his words, but Xion's movements slowed. She hesitated, clutching her head as she began to convulse. Was she trying to fight back? Had it actually work?

He couldn't wait any longer. This was his one chance - and whether Xion lived or died, he would be dead if he waited any longer. At least he wasn't a gigantic monster hell-bent on destroying everything in his path. Xion was... and that monster had to be stopped, one way or another.

Xion's arms were twitching spastically, wavering between smashing the Keyblades into Xurik and keeping them at bay. Xurik held up his Keyblade, which was level with her chest from where he was standing. He gathered all of his concentration; the Keyblade began to radiate darkness. Would that be enough?

It felt like a mere trickle at first, but slowly he became aware that he was beginning to feel stronger, and the darkness around the Keyblade was growing thicker. Xion's movements, on the other hand, were beginning to grow sluggish. His eyes narrowed as he realized that he was beginning to sap power from her, just as Xion had once done to him. He had to make this count.

Slowly, a purple haze began to envelop him; the thickness of it made it difficult to breathe, but he could feel himself growing less weary by the second, and his Keyblade's aura began to grow. Suddenly the darkness before his eyes pulsed. A rushing feeling filled his chest for a brief moment as power surged through him unexpectedly; his eyes narrowed. What was going on?

Glancing down at himself, he realized that his black Organization cloak had vanished... but he wasn't naked. Instead, his skin seemed to have become covered in thick, sinewy lines of... what? Muscle? No - upon closer inspection he realized that it was some kind of solidified darkness that just looked like muscle, coating every inch of his body but his face. Red and purple designs ran across his fingers, his arms, his legs; around his waist was some kind of tattered white skirt, its frayed ends adorned with blue. In the center of his chest was a silver Nobody symbol. And on top of it all, he positively radiated with power. He stared down at himself in awe; was this the true power of darkness?

Xion was still weakened, but seemed to be recovering gradually, her attention fixed on him. Tears began to pour from his eyes - it was now or never.

Xion... I'm so sorry.

Xurik gathered up all of his power, which felt as natural as breathing now. Darkness flowed through his chest, down his arms, and towards the tip of the Keyblade, which was barely recognizable through the thick purple aura radiating from it. He waited for the charged attack to grow to its peak, but Xion had suddenly regained control and was dashing towards him; there was no time.

As she approached, the enormous armored monster swung her Keyblades at him, but Xurik ignored them. Instead, he cried out with all of his might and jammed his own Keyblade into her chest. Xion's own weight and speed worked against her as she impaled herself on it; the Keyblade tore through her armor like paper, the hilt of the key sinking deep into the emptiness of her chest.

The enormous armored Xion screamed, writing in midair as thick, inky darkness seeped from the wound. Xurik's eyes widened as a searing pain suddenly tore through his skull - he cried out, falling to his knees. The invisible barrier he was standing on began to crack slowly; it suddenly shattered, sending both him and Xion plummeting to the Station plaza below. They both landed painfully on the bricks; the girl was now back to her original form, all armor gone.

Xurik winced, then slowly pushed himself to his feet. The dark sinews covering him faded away, replaced with his usual hooded black cloak. He could still feel the incredible power of darkness lurking under the surface, but for now it seemed to have gone dormant. He staggered over to the raven-haired girl, clutching his throbbing head. He frowned down at her.

"You... do I... know you?" He shook his head; his mind felt fuzzy. She looked familiar, but he couldn't decide why... it felt like it was on the tip of his tongue. "I feel so strange. Like I should know, but I forgot."

The girl smiled at him weakly, perched shakily on her knees. She was holding herself up on shaking arms; her breathing was heavy and labored. "You'll be... better off now... Xurik."

Her eyelids suddenly fluttered; her strength gave out and she fell to the side, but Xurik quickly caught her. He stared down at her, emerald eyes wide with concern, as glittering splinters of light began to drift off of her skin.

"What happened to you?" He dimly remembered a battle; hadn't he been fighting just now? What had happened? Guilt began to clot in the pit of his stomach. "This isn't... because of me, is it?"

"No... it was my choice... to go away now." Her voice was so faint; she smiled up at him weakly. "Better that, than to do nothing... and let Xemnas have his way. I belong with Riku. And now, I am going back... to be with him. Xurik..."

She placed a hand on his - and suddenly memories began pouring into him through her. Images of himself, Roxas, Axel... and Xion...

"Xion!" he said, clinging to her and staring down at her with horror in his eyes. What had he done? She had attacked him, yes... but was she really about to die because of him? On top of that... how could he have forgotten her so easily?

Shards of glowing light were beginning to flake off of her more quickly. One drifted up and hit his cheek - his mind was suddenly flooded with an image of a mission with Xion and Axel, one that he had never been on. There was no way he should remember something like that...

Were these lights memories? Then if she was losing them, that meant...

"I need you... to do me a favor," she said, staring up into his eyes. "All those hearts that I've captured... Kingdom Hearts... set them free."

"Set them free?" Xurik repeated quietly. She was about to die, and she was worried about being altruistic? What was her problem?

Slowly, starting at the bottom of her feet, Xion's legs began to transform into a dazzling crystal mass, the same material as the shining memories flaking off of her. Xurik gasped, watching the transformation in horror.

Xion didn't even look down, merely smiling sadly at him. "It's too late... for me to undo my mistakes. But you can't let Xemnas... have Kingdom Hearts. You can't." Tears filled her eyes, and she smiled up at him. "Good-bye, Xurik. See you again. I'm glad... I got to meet you. Oh... and of course, Roxas and Axel, too. You're my best friends."

Xurik's chest was burning, and tears began streaming down his face; Xion reached up and wiped them away with trembling fingers. Emotion welled up within his chest - how could that be, without a heart? He bent down and kissed her slowly.

"Please... please don't go," he pleaded quietly, holding her close, his breath ruffling her raven hair. He pulled back, staring into her ocean-blue eyes. "Xion, I... I love you."

Xion looked slightly surprised, then laughed weakly, placing a hand on his cheek.

"Oh, Xurik. You really are... so much like him. You can't really... love me. In a sense, we are... the same person. We are both... Riku. But for what it's worth... as much as I can... I love you too, Xurik. Never forget. That's the truth."

Her eyes closed slowly. Her hand fell back from his face; he tried to catch it, but it burst, scattering into a thousand fragments of memory. He watched in horror as the shining crystallization spread over the rest of her body; soon she was bathed in warm light, shards of memory breaking off of her and drifting away. When the light faded, all that was left of her was a small blue seashell.

He bent down and picked it up, cradling it in his hands like a precious treasure. There was a heavy weight filling his chest; it was difficult to breathe, almost like something was choking him. Tears poured down his cheeks, hot and fast.

"Xion..."

Axel sat in his room, staring up at the ceiling as the silvery light from Kingdom Hearts washed over him.

"How did this happen?" he murmured quietly. All of his efforts to keep his friends safe, their friendships intact... everything had backfired, and now they were more broken than ever. Xion was gone... Xurik was gone... and now even Roxas was locked up in the Organization dungeon, hating him. But Axel was safe. Why? Because all he ever cared about was saving his own skin?

Xurik, Roxas, Xion... any one of them would have given their lives to help him. Roxas even said as much.

He pulled Roxas's popsicle stick from his pocket - the word WINNER! mocked him silently.

He sat up. This was wrong. Organization or no... he had to give back. No matter what the costs, his friends needed him.

"Xion is no more," Saix said quietly. He and Xemnas were alone in the Round Room.

Xemnas nodded slowly. "It is probably for the best. Get me back my Keyblade wielder. Fetch me Xurik."

Saix nodded slowly, then vanished. The traitor... Number XIV... he would pay.