The four of them arrive in the whale's bowels. In the middle of the bowels lie Pinocchio inside a giant cage like heartless with two thin wavy arms attached to its head. Both Riku and Sora summon their weapons. Riku turns to Sora.

"You up for this?" asked Riku

"No problem" said Sora "Let's do it."

Riku jumps down first charging straight at the heartless. He strikes at the cage part where Pinocchio is. Sora yells "Wind" covering his body with a small wind barrier. This barrier gave Sora some protection against attacks. He jumps down and starts striking the cage part with his keyblade. The heartless uses one of its arms to strike at Sora. Goofy comes in and blocks the attack. After that, Donald yells "Thunder" calling down lightning to strike at the Heartless. The heartless then swings both its arms knocking both Sora and Riku back. Goofy goes in and charges the Heartless with his shield. Donald points his staff at the Heartless and yells "Fire." A small fireball shoots from his staff and hits the Heartless. Sora rushes back and jumps to hit the heartless in the face. He aims his keyblade at his face and yells "Freeze." Ice shards shoot from his keyblade and hit the Heartless in the face. This staggers him a little. Donald then yells "Fira" shooting a larger fireball at the heartless' face. The staggers the heartless even more. Riku goes in and starts striking at the cage. Sora joins him. Donald then yells "Thundera" calling down two lightning bolts to strike the Heartless. The heartless that swings his arms wildly pushing back Goofy. The Heartless that grabs the ceiling and pulls himself up. It is revealed that he was sitting on a hole. He spits Pinocchio out and he falls in the hole. Riku immediately runs and jumps in the hole. He manages to capture Pinocchio who is now unconscious and lands on the boat that the old man, Geppetto's on. Geppetto walks up to Riku.

"Thank you for finding my son young man" said Geppetto

Riku scoffs and jumps off the ship onto a nearby wreckage. Geppetto runs to the edge of the ship. At that moment, Sora and his friends all land on the ship as well.

"Pinocchio, Pinocchio" yelled Geppetto "Please give me back my son!"

"Sorry old man" said Riku "I have some unfinished business with this puppet."

"He's no puppet. Pinocchio is my little boy."

"He is unusual. "Not many puppets have hearts. I'm not sure, but maybe he can help someone who's lost theirs."

"Wait a minute" said Sora "Are you talking about Kairi?"

"What do you care about her?" said Riku. Riku then jumps over to a nearby ledge of flesh and enter the hole there. He enters a chamber that leads to the stomach. He jumps to a small platform where the stomach acid wasn't touching. He puts Pinocchio down and stares at him. He thinks to himself about how he will use Pinocchio to get Kairi's heart back. Sora and his friends enter the stomach.

"Hey, let Pinocchio go Riku" yelled Sora

"A puppet that's lost its heart to the Heartless" said Riku "Maybe it holds the key to helping Kairi." Riku turns to Sora. "How about it Sora? Let's work together to save Kairi. We can do it together."

Sora raises his keyblade and takes a battle stance. This shocks Riku. He didn't think that Sora would prefer helping strangers over his own friends.

"What?" said Riku "You'd rather fight me over a puppet with no heart?"

"Heart or no heart" said Sora "At least he has a conscience."

"Conscience?"

"You might not hear it but right now it's loud and clear. And it's telling me that you're on the wrong side."

Angered by what Sora said he summons he weapon. "Then you leave me no choice. I will save Kairi with or without you."

Suddenly, the cage Heartless drops down from above. Riku takes this opportunity to leave while Sora and his friends are left to fight the Heartless.

Riku arrives back on the ship in the captain's quarters. He walks up to Kairi who is still on the bench. Maleficent walks up to him.

"I take it was a dead end?" asked Maleficent

"Sora obviously doesn't care about Kairi anymore" said Riku "What is your plan Maleficent."

"The princesses of heart. Gathering all seven together will open a door to the heart of all worlds. Within lies untold wisdom. There you will surely find a way to recover Kairi's heart." Maleficent steps back. "Now I will grant you a marvelous gift to help you accomplish this goal. The power to control the Heartless."

Riku starts glowing green. The aura flowed into his body. He turns to Kairi. "Soon Kairi, soon."