Roxas stared, fear making an icy home in his chest as Xehanort continued to chuckle, his eyes focused on Paine.

"You see, after our first encounter in the King's chambers I realized that I hadn't killed him, and since he was still alive but very weak I decided I could make use of him. Now I admit it wasn't easy, he's remarkably strong willed and very powerful; but you'd be very surprised to know how dark his heart is, and once I found that, naturally the rest was easy."

He said it so casually; he might have been describing a simple class lesson for all the feeling put into it. The fact remained though, that Sephiroth was standing between them and Xehanort, his sword drawn and his eyes two gold glowing embers. The second man besides him in the red cloak with long black hair and red eyes was just as emotionless, though he looked far from calm, he seemed lost almost.

Xehanort, wearing Ansem the Wise's body smiled and indicated the second man. "Now I don't expect many of you to know my assistant. He's the one responsible for my return. I couldn't have done it without his help; you see Vincent isn't human anymore. He's one of my less successful yet still very potent experiments with the Heartless, combining a human with them. He's quite gifted really, even if a bit hard to control, I found actual Heartless a bit more malleable eventually though Vincent's use to me as a vessel was unexpected and welcome all at once."

Auron stood besides Paine, scowling at the gloating Xehanort as he perched upon the throne that had been Ansem's, sprawled across it leisurely as he watched the group.

Auron reached down and gripped Paine's shoulder. "Paine, I need you to stand."

When she didn't move, her eyes lost and forlorn as she stared at the thing that had been her husband, Auron's grip tightened. "Paine, get up now." His voice was cold, commanding and powerful.

Slowly, Paine stood, as if in a trance. "Tell me that you can beat him." Auron said quietly.

Roxas couldn't believe what he was hearing, Auron expected Paine to fight the man she loved? Was he insane? He watched as Paine slowly shook her head before finally speaking, her voice trembling.

"No, he was always better."

Auron's breath was a low hiss and he looked at Sephiroth quietly for a moment. "Alright then, we'll think of something."

Xehanort smirked at them confidently. "Oh, I think you'll find it quiet hard to survive what I have planned."

He waved his hand, and around the group, the white and black Heartless, calicos Auron had called them, materialized, there were at least thirty.

"I thought you said he couldn't control them." Riku spat angrily.

"He can't," Auron said flatly. "He's using Sephiroth and that poor assistant as wells to give himself a boost."

He was eying the calicos around them calmly. "Remember what I said, do not fight them one on one."

"This should be interesting." Zack said, despite the lighthearted comment, his voice sounded unsure and nervous.

Then he second man, Vincent, made his move, vanishing in a burst of shadows. Auron's head snapped around and then he too vanished in the same puff of smoke like shadow. The two met directly behind Rinoa who jumped out of the way, Vincent looked stunned as Auron's blade blocked what had been his arm, but was now a massive blade made out of darkness.

Auron smiled, "you didn't think you were the only one who knew how to do that did you?"

Vincent didn't say anything and vanished yet again, Auron turned to the group.

"I'll deal with him; if I can eliminate him then we might be able to disperse some of the calicos."

With that he vanished as well, the pair began popping in and out of existence all around the throne chamber, Xehanort actually started laughing.

"Oh now this is a surprise, it should provide me with some entertainment while the rest of you die."

"Don't think we'll be that easy to kill," Tifa said forcefully, her hands sizzling as her shock gloves glowed with lightening.

"Girl, you can't possibly hope to stand against Sephiroth and my calicos, now die."

And that was all the warning they got as first Sephiroth, and then the calicos charged. The resulting battle quickly dissolved into an all out free-for-all as Cloud and Zack faced Sephiroth, surprisingly they were able to keep him at bay while the others turned to face the calicos. Roxas swung his two blades, only to have one wrenched from his grasp and the other blocked, he summoned the first back to him immediately and just barely managed to deflect another blow. Besides him, Namine shouted out a spell and engulfed one in flames; Roxas stared as it burst apart in a shattering hiss, nearly getting his head taken off in his moment of distraction.

"Magic!" He screamed, "they can't stand up to magic!"

Spells began flying everywhere then, but for every calico that fell, it seemed two more appeared and attacked, physical strikes had no effect on them, and not even the keyblades did more than annoy them. It seemed that magic was the only way to beat them but if they kept on spawning more, then they'd gradually overwhelm the spells' abilities. Roxas felt despair sinking into his heart as he realized that, he felt something dark inside of him, and felt the same thing in those around him. Why was this happening to them? What had they done to deserve this? The questions and doubts flowed into his mind and fueled the darkness building inside of him; his chest began to burn fiercely and it felt like the fire would consume his entire being.

There was a cry from somewhere behind him, and her turned long enough to see Zack flying through the air, he slammed into a pillar and sank to the ground where he lay in a motionless heap. That left Cloud alone against Sephiroth, Roxas beat back the latest calico and turned to see his brother being beaten back, then there was a loud squawk and Red charged Sephiroth who spun on his heel and swung with his blade. One moment Red was charging at Sephiroth, the next there was a headless corpse charging into the forest of pillars aimlessly. Roxas felt his heart wrench at seeing Red go, but it wasn't in vain, it gave Cloud the chance he needed and he drove his blade into Sephiroth's exposed flank, sending the older man staggering away, several of the calicos began to falter, and after a moment they even began attacking their brethren.

Paine and Kadaj both rushed to Sephiroth in the sudden lull from the Heartless assault and tried to help him, there was a brief pause and then Kadaj cried out as Sephiroth put his blade through Paine's stomach wordlessly with a vicious smile on his face before he sagged over. Rinoa rushed to the pair and began doing what she could for them, Cloud stood over them with Kadaj, keeping the remaining calicos at bay. There was an earthly howl of pain and anguish then and Roxas felt the fire inside him heating up again, he couldn't control it any longer and he felt two other flames raging near him, what was happening?

Then Auron's voice boomed from somewhere in the mass of columns. "Get away from those three now!"

Roxas didn't understand what was happening but he heard Xehanort's cruel laughter echoing inside his mind, and that only served to fuel whatever was consuming him. He felt the keyblades vanish, heard someone scream his name, and then nothing else, his mind was engulfed in shadows and blood.

Roxas tried to open his eyes, but his lids felt heavy. Someone brushed his hair back over his head and spoke softly to him. He recognized Namine's voice and forced his eyes open, the light was painful.

"Wha-what happened?" He asked her worried face.

She looked away for a moment, fear in her expression before she spoke. "You, Sora, and Riku were shadow lost all at once."

Roxas didn't quite understand what that meant, "what happened?" He asked again, still confused.

"Sephiroth is normal," she frowned. "Well as normal as he can be…he nearly killed Paine, that's what brought him back, his heart couldn't take it and he broke whatever hold Xehanort had on him."

"What about Xehanort?"

He's gone and he took that man, Vincent with him, when you three were lost."

"Wait, what about the calicos?"

"Roxas, you, Sora, and Riku killed them all." There was terror in her voice as she said this, and he realized that she was really afraid, not for him, but of him.

He frowned, looking around him for the first time as he propped himself up. Sora was sitting next to Red's headless body, stroking the blood stained feathers with Kairi holding him gently. Riku was with his family; Paine was laid out on the floor, a smile on her face, as if by saving her husband from the shadows, even her death would make her happy. Sephiroth was standing with his sons and nephew silently; his massive shape dwarfing them all as he looked at Paine numbly. Auron was with Leon, Cloud, Rinoa, Tifa, and Zack, Rinoa was tending to Zack who looked like he'd broken both his legs considering the odd angles they were at. Just what had happened? There was no sign of the Heartless, Xehanort, or Vincent.

"What happens next?" He asked, he felt very tired and exhausted, and he still wasn't entirely sure what he had done. Then he blinked and saw the healing cut across Namine's shoulder, arcing down towards her chest.

"What happened to you?"

She smiled a little, kissing his cheek. "I wouldn't leave you, so you attacked me."

"I did what?" He yelled, drawing a few glances from the others.

Namine put a finger to his lips, "it's not your fault, you lost control. Sora almost killed Kairi, she had to stab him with her keyblade; and Sephiroth had to practically break Riku's arm to get him under control."

"What did you do?" Roxas asked worriedly, looking at the gash on her shoulder still.

"When I was able to get to you, I just held on tight and kept telling you that I loved you." She smiled, "eventually you came back, but you kept tearing at me." She indicated the cut on her shoulder, "this was a lot bigger before Rinoa was able to get to me, and there are others."

He pulled her close, tears stinging his eyes. "I'm so sorry."

She stroked his hair gently, leaning against him. "It isn't your fault, don't worry about it okay? I love you, I wasn't going to lose you to the shadows, I'd come for you no matter what."

He nodded, "I love you Namine."

She smiled, kissing him gently. "I know."

"Sora, he did it for everyone. He helped to save all of us." Kairi said comfortingly, though the words had little effect on Sora's feelings of lose.

"I know," he murmured, but it still hurt, even knowing that she was right. Red was like family, and he was gone now.

"Hey kiddo, how are you doing?"

Sora looked up at his dad as Auron knelt down next to him, sitting cross-legged before the dead chocobo.

"You were very lucky to have a friend like this, and I'm sure he knew what he was doing even at the very end. He gave his life so that you would have yours."

Auron bowed his head for a moment, then clapped his hands together and murmured something quietly, his head still bowed towards Red.

Sora frowned, "what is that?"

Auron finished and smiled gently, "you don't recognize it?"

"I do." Kairi said, sounding a little surprised. "You were a monk?"

He snorted and stood, "not quite, but I did serve in the last war, and learned more prayers for the dead than most monks probably know."

He put a hand on Sora's shoulder, "your friend did a noble thing, don't forget it, and honor his sacrifice. As soon as you're ready come join the others. We still have to get Xehanort."

Sora nodded, holding his father's hand briefly before looking at Kairi with a sad smile, she hugged him.

"I'm sorry for stabbing you."

He nodded, leaning against her. "You had to do it, I might have hurt someone otherwise….I guess it's time to go."

They stood together, Sora took one last look at Red, kneeling down and nuzzling against the soft feathers.

"'bye Red….thank you for everything…I'll make it up to you; I promise."

He and Kairi headed back to the others, Leon went to Sora and hugged him tightly. Auron waited a moment while Namine and Roxas joined the group as well before speaking.

"Xehanort and his friend went down beneath the castle into the old catacombs where his lab was originally, I imagine the heart is down there too. They were kind enough to leave a door open behind the thrown so we're going to follow them of course."

He looked at Sephiroth, "I don't expect everyone to come, and some of us have other priorities. Rinoa, I'm going to ask you to stay here to keep an eye on Paine and Zack, everyone else," he took a breath, a grim smile setting in. "Let's finish this."