Disclaimer: I do not own Kingdom Hearts, Disney, or any of the characters from either. Oh, but if I did…

A/N: Yes, I made you wait forever only to upload a filler chapter. I'm the worst, aren't I? lol, well too bad. Besides, there's another flashback in this which may be important if you think it is.


Disney Town…

The ship gently lands just outside of a bright and vibrant town filled with colorful buildings. Once the ship has finally stopped, Akira falls over from where he is standing at the wheel, grabbing at his side where Daiki had struck him. Seiki rushes over to him to see what's wrong, kneeling down beside him.

"Guess he got me better than I thought he did." Akira lets out a light chuckle. He moves his coat aside and feels at his side, a tender sensation stinging through him at his touch. "Through the door in the back is a cabinet with some potions, please bring me one."

Seiki heads behind where Akira is and through the door at the back of the ship to find a small room with little furnishings, mostly just a bed, desk, and a large cabinet. Opening the door to the cabinet, Seiki finds a shelf lined with little blue glass bottles. Assuming these to be the potions, Seiki grabs one and returns to where he'd left Akira, handing him the bottle. Using his thumb, Akira knocks off the cap then drinks the contents. Feeling restored, he stands up and smiles to Seiki. "Thanks"

The two then disembark the ship, making their way into town where they find the streets lined with an array of balloons and banners as if the town is in celebration. A speaker system is connected through the town with an upbeat marching tune lightly playing through them. The townspeople they pass appear rather strangely, all of them looking what appear to be strange humanoid versions of different animals. Despite the unusual appearance, they all walk with bright smiles and appear as happy and kind as can be.

Akira smiles and shakes his head. "I swear this place is always celebrating something." He then looks to his side at Seiki. "I'm sure we'll find something here that's fun for you." After a moment of thought, he gets an idea. Grabbing Seiki the hand, Akira drags him off through the streets until they reach a manhole where Akira leads him down underground into the sewers.

Seiki is rather hesitant as he climbs down the ladder and into the strange underground tunnel system, though Akira seems sure of himself as he leads the way. After the short climb down, the two eventually reach the bottom, however instead of being a grime covered sewer system as Seiki had expected, it seems to be some from of underground secret passageway; well-lit and quite clean with very high ceilings. A number of pipes and spinning gears ran between the walls high above them.

Excited for whatever was ahead of them, Akira quickly led the way through the tunnel system, Seiki having to jog a bit to keep up. After a number of twists, turns, and up a few sets of stairs through the tunnel system they reach a dead end. The wall furthest from them covered in an array of colorful lights and decorations that protrude from the wall. Akira runs over to the side of the wall and up a small set of stairs climbing onto a large bouncy ball.

"C'mon! It's fun!" Akira gleefully shouts to Seiki from across the room.

In his excitement, Akira begins to bounce on the large red ball he is standing on. After a few bounces, the ball springs up, launching Akira high into the air. Seiki runs towards him, believing him to be in trouble, but stops as he hears Akira's laughter. Akira moves his body to the side, gliding away from the ball and over to the main part of the strange decorations along the wall. He bounces back and forth between the odd round objects sticking out the wall, moving about as if in a room filled with trampolines.

"Come join me!" Akira calls to Seiki between laughs. "Think of it like a giant pinball machine where you're the ball!"

"He does seem to be having fun…" Seiki walks over to the ball that has since reset and steps on, jumping a few times before it launches him up to join Akira. He tries to move as Akira did to the side into the main area, but instead Seiki finds himself going face first into one of the bells of the machine. The face-plant causes him to fall, landing on another bell on his back, sliding off and on to the bottom of the contraption, dazed and slightly confused.

"Hey, are you ok?" Akira continues to bounce about the machine, looking down at where Seiki fell.

Shakily, Seiki climbs up onto a platform, attempting to rest there for a moment before rejoining Akira in bouncing about in the pinball machine. However, the platform gives a quick flip up, launching Seiki into the air where his back smacks into another bell and promptly sending him landing back at the bottom of the machine where he had been.

"Maybe this was a bad idea…" Muttering to himself, Akira watches from high above where Seiki had fallen.

He bounces his way up higher until he reaches a hall cut into the machine high above the floor. Upon landing, he turns back out of the hall and slowly raises an outstretched hand. Soft wind currents encircle Seiki, lifting him up into the air and slowly raising him up then gently releasing him beside Akira.

"How about we try something else? Akira holds out a hand and helps Seiki stand back up. "C'mon."

Akira leads Seiki off down the hall where they come out high up on a ledge in the middle of town. In the distance, vast open fields can be seen past the town with a great white and blue castle not far past.

"Great view, huh?" Akira smiles as he looks at the horizon. "Anyway… This way." He jumps from the ledge to begin what has to be at least a 20 foot descent. Without a second thought, Seiki jumps down after him. Just before they reach the bottom, Akira whips up a small wind current to cushion their fall and slowly clear to gently let them down on their feet. "Race ya!" Akira playfully says to Seiki before running off toward a gate nearly a block ahead of them. Not wanting to lose him, Seiki chases after.

Before long, the two reach the arched gateway. A turnstile sits in the middle of the arch operated by a pair of chipmunks. One of which begins jumping up and down excitedly. "Are you two here to participate in Rumble Racing?"

"You bet." Akira grins in joyous apprehension.

"Alright! The next race is about to start, so you better hurry to the starting line." The second chipmunk spoke this time, filled with as much pep as his companion.

Akira grabs Seiki by the hand, dragging him through the gate at a rushed pace to ensure they don't miss the next race. With his free hand, Seiki holds his hat down on his head to ensure it doesn't fly off as he runs towards the small number of vehicles gently floating in place.

Upon reaching the starting line, Akira releases Seiki then summons 6 pale green lances to appear around him. Using his wind-magic, he manipulates them to lie down, hovering just above the ground arranged in 2 rows of 3 to take the form of a flat board. Seiki looks on with confusion as to what to do. Seeing the look on Seiki's face, Akira can tell what the problem is. "Focus your weapon into the form of a vehicle."

Seiki brings out his Keyblade then closes his eyes. With a flash of light, the Keyblade disappears, only to reappear in the form of a strange hovercraft around Seiki. The craft shares a certain thematic design with Seiki's Keyblade, appearing to be comprised of a number of instruments, similar to his Key. The steering wheel for this odd contraption is a grand piano.

One of the chipmunks from before steps up onto a small podium near the starting line. "Alrighty, racers! Get ready! And….. GO!" At the announcement of the start of the racer, he starts jumping about on the podium. The racers all take off, zipping down the track. Seiki has a bit of trouble at first; unsure of the controls, but the feel of piano keys seems almost natural to him and in no time he's caught up to the other racers.

"I see this one is more your style!" Akira calls to Seiki gleefully who has made his way to be even with him. "Now, let's see if you can keep up!" Akira puts everything he has into it and shoots off ahead. Seiki slams his fingers down on the keys leading his craft to do the same.

The race goes on for quite a while, taking many twists and turns through the city and even cutting its way through some of the basement levels of the castle. Eventually, the finish line comes in sight with Seiki at the head of the pack. "You're at the home stretch! Keep going, you're almost there!" Akira calls out to his friend, not too far behind him. "Keep going, you got this!"

"Keep going! We've got this!" The girl carrying a claymore shouts to Seiki and Toko, not out of anger, but urgency at a dire situation. Another girl about the same age, a solider, stands beside her with a shield raised. The two are standing in front of a large set of doors, ready for something to happen.

"Those things ate Saber! You can't fight them! Come with us." Seiki pleads to the girl, but knows in his heart it's a hopeless effort.

"Yes, they did, and we can't let her death be in vain. We can't outrun them, they're way too fast, and too many. Let us hold them off so that at least you can get away." The soldier's voice comes off almost cold and uncaring. Her eyes never leave the door in front of her.

"Toko, get him out of here. Use force if you have to." The voice of the claymore-wielder is bit more unsteady at this remark. Though her face never turns to face Seiki or Toko, it's clear she's trying to choke back tears.

"Come on… There isn't much time and we have to go." Toko grabs Seiki's hand and pulls him further into the castle. He doesn't want to go, but has no choice and unwillingly follows along while watching the two girls. Just before he turns down a hall, the doors burst open and a swarm of Heartless pours in.

Seiki's focus returns just as he's about to hit the fence marking the edge of the track. With no time to react and try to dodge, he crashes head on and is thrown from his vehicle which instantly returns to the form of his Keyblade upon him leaving it.

Dazed with a slight headache, he sits up and sees Akira standing over him, a hand outstretched to help him up. Still dizzy, Seiki takes the hand to ensure he doesn't fall back down trying to stand on his own. He looks over and sees a short anthropomorphized white duck wearing a blue shit and cap jumping up and down while holding a trophy.

"Dude, what happened back there? You had the end in sight then just took a turn straight for the fence."

"I… I don't know…"

"Well, did you at least have fun?"

Seiki gives a light nod. "Yeah… I guess."

"Good. If you're up for it, there's something else I'd like to show you; something pretty cool about another world."

Seiki nods once more then the two set off together, returning to Akira's ship to head to the next little surprise he has in mind.