Sora, Ruby, Ariel, and the others entered darker parts of the ocean at the drop off of a cliff. The atmosphere had grown more unsettling by the second as they found themselves, by Sebastian's guidance, in front of the skeleton of a large, long dead sea creature. It's gaping maw appeared to be the entrance, much to the distaste of everyone gathered. Regardless, they swam inside, only to be met with the most unsettling sight they'd seen yet right beneath them. Several, what looked to be polyps, letting out weak, mournful, agonized wails as they lined hallway, looking up at them with faces riddled with horror and desperation.

"What...is all this?" Ruby asked, looking down at them with horror. Weiss wasn't fairing much better as she let out a cry of shock when one of the polyps suddenly lunged at her, trying to wrap around her wrist in some vain attempt to escape from its torment. "I...I've never seen anything like this before." Blake said, inching closer to Yang subconsciously as they swam. Donald, Goofy and Jaune were even more scared than she was as everyone tried to stay above the unsettling things. Even Nora, chipper as she was, was silent with a most unsettled grimace on her face that even Ren wrapping an arm around her shoulder couldn't fully banish.

"These must be other merfolk who Ursula has deceived. For years now, citizens of Atlantic have gone missing. Daddy always suspected Ursula was responsible for it somehow." Ariel said, hanging her head guiltily. She too, was tricked by the sea witch. And because of it, her father was hurt. Pyrrha swam up beside the other red haired girl, grasping her shoulder with a firm nod. "Don't worry, Ariel. We'll stop her, and we'll make sure nobody else suffers the fate of those poor merfolk." The Mystral huntress reassured her. Despite the apprehension gripping her heart, Ariel appreciated the comforting words.

As they came to the end of the hallway, the room at the other end looked something almost like a regal boudoir. Some quartz like crystals were at parts of the wall near the floor to provide artificial lighting. A huge seashell at the middle of the wall near the roof had something shift in the open hole area. It was Ursula.

"Ursula! We know you're there!" Jaune shouted bravely.
"Come out! You can't run!" Donald exclaimed just as bravely with a fist raised.
"Your time has come!" Sebastian followed, equally driven to put the evil woman in her place.

Incensed at the uninvited guests, Ursula came out of the shell and floated across her cauldron. Her face contorted with an absolutely furious scowl that seemed to evaporate the courage of the three who shouted. Their courage was replaced with unsettled flinches and fearful shudders, drawing a much more wicked and smug smirk to Ursula's face. "You wish to join those poor unfortunate souls? Then so be it!" she taunted the group as they readied their weapons.

Flotsam and Jetsam dove into view at the sound of their mistress's fury, barring their teeth. "There's no escape!" "Take this!" As they dove into action, darting back and forth to harass the interlopers. As the group struggled to get a lock on the two slippery eels, Ursula procured a potion filled with some wide-eyed creature and threw it into her cauldron. All of a sudden, it began to bubble with a surge of bright red liquid.

The group could barely keep up with Flotsam and Jetsam's hit and run attacks. Something Ursula took the opportunity to take advantage of pushed up from her cauldron and lashed her tentacles out at multiple members of the group. Just as Yang and Blake managed to snare Flotsam and Jetsam, the cauldron suddenly surged with steaming hot rocks flying out of it. The group wasn't ready for it, resulting in Jaune, Nora, Donald, Goofy, and Yang getting a seering blow to the head. Ren and Blake barely managed to avoid it, but Flotsam and Jetsam took advantage by slamming their bodies into the two stoics "What the heck just happened!?" Sora exclaimed, barely dodging the fiery rocks in the nick of time along with Ruby, Weiss, and Pyrrha who raised her shield in the nick of time.

Ariel gasped with realization at the sight of the strange liquid in Ursula's cauldron, thinking back to what her father told them. "Sora, the cauldron! Remember what daddy said? We need to use magic on it!" Ariel called out. Remembering King Triton's words, Sora nodded and yelled to the others, "Keep them busy, guys!" "We're trying!" Jaune exclaimed as he recovered from h is previous blow, narrowly blocking one of the eels' attacks with his shield. "Hurry, Sora!" Goofy yelled out, raising his shield just in time as well.

Ursula however was not going to let the boy take advantage so easily. "I don't think so!" she yelled out, swimming toward him and lashing out at Sora with her tentacles. He narrowly dodged her by doing an up and down bobbing forward motion with the propulsion of his tail. He held out his Keyblade and yelled, "Fire!" unleashing a blast of Fira upon the cauldron. Suddenly, a ring of green light began to rise up from the cauldron. Ursula glared furiously and yelled, "Flotsam! Jetsam! Ignore the others! Stop HIM!" The eels sharply turned away from who they were occupied with and darted toward Sora. His pelting of the cauldron had caused the green light to shine brilliantly. But as he was about to launch another one, he was literally knocked out of it by Flotsam and Jetsam.

"Hmhmhm. Nice try, handsome." Ursula said, throwing another vial into the cauldron, which changed to an icy blue color. Whatever damage Sora had intended to do, she may very well have fixed it just like that.

"Sora!" Ariel shouted before swimming to his side and pulling him away from the eels just in time for the recovered Ren and Blake to intercept them before they could do more damage.

Now free from the eel's assault, Goofy took out a potion and threw it toward Sora. Blake sliced at Flotsam to keep him back while Ren did the same to Jetsam. Weiss was about to use one of her glyph's but Ursula quickly reacted, spinning her tentacles rapidly with a wicked cackle, forcing Weiss to get out of the way. Yang unfortunately was not so lucky as Ursula suddenly switched directions and sent Yang crashing into a wall. Yang's eyes clenched shut from the pain, but a moment later, they shot open again with her hair burning a bright golden color. Ursula's confusion didn't last long, as before she knew it, Yang closed the distance between the two in the blink of an eye and returned the favor by giving Ursula a great big punch right in her bloated stomach, sending her crashing into a wall. Yet the sea witch wasn't going to be so easily beaten as she cracked her neck and gave a taunting grin to the blonde. "Goodness. You've quite the temper." she said, making Yang growl with annoyance.

"Thunder!"

Her attention was to the side where Sora called forth several electric bolts from above, unleashing them upon the bubbling cauldron. Ursula's eyes widened when she realized too late what was happening. "What?! No!" she exclaimed as the cauldron's bubbles boiled fiercely. The magical energy surged like a geyser and and burst with a great flash of light and steam. Flotsam and Jetsam were blasted back, taking the full brunt of the blast and fell unconscious, floating in the middle of the underwater space. Ursula was in the same condition as she hung there. "Get her now!" Ruby said, realizing they had an opportunity.

Together at different sides Sora, Goofy and Nora sent as much blunt force as they could at her. They backed away when seeing Weiss wave her Myrtenaster around and release a volley of ice particles shooting like streams right a Ursula from everywhere on her torso, arms and head, additionally freezing over her. Pyrrha and Ren swam in a cross attack with their bladed weapons. If it weren't for the ice, Ursula might have been left with painful looking cuts. The damage was painful none the less though. "Give up, Ursula! You're losing this fight!" Jaune said as a warning, keeping his guard up along with his sword and shield.

Of course, giving up was the last thing that Ursula had on her mind. Especially now that she had the Trident and the total domination of the seas was in her grasp. So with a defiant glare, she gave a great heave of her body and broke out of the ice. "Stand up and fight!" she yelled at Flotsam and Jetsam, drawing forth a stream of magic from her cauldron and using it to revitalize them. The two eels snapped awake and immediately began to harass the group again. "Oh come on!" Jaune complained as he raised his shield along with Pyrrha, narrowly blocking the eels who immediately made a beeline toward the nearest party members.

Ursula smirked with a cackle as she threw another vial into the cauldron and began to spin throughout her chambers, flailing her tentacles in a wild spiral. That repetitive attack made it clear that Ursula was getting desperate. Especially from how she, Flotsam, and Jetsam started gunning for him Sora.

But since they believed HE was the only threat "Donald! Weiss! The cauldron!" he called out. "Way ahead of you, Jaune!" Weiss said, preparing a helping of lightning dust for Myrtenaster. Donald followed up, shouting out, "Fire!" The instant the electric dust and the fire magic flew into the cauldron, the chain reaction was already beginning.

"What?! No! Not again!" Ursula realized her blunder too late as Ariel darted toward her and knocked the sea witch out of the way with a slap of her tail. Sora took that opportunity to unleash his own spell. "Freeze!" he yelled, unleashing a Blizarra spell upon the cauldron. And within moments, the cauldron once again surged with unstable magics. "Smile for the camera, sea witch!" Yang taunted as the room was engulfed.

This time, Flotsam and Jetsam could not stand the expulsion of their mistress's out of control magic. Their bodies wriggled and twitched in a mildly disturbing fashion before they disintegrated in a cloud of ink and green fire. Ursula gasped in horror as she recovered, realizing that she was now on her own against them. "You'll pay for this!" she yelled, turning and using her tentacles to propel herself out of the hole in her grotto she entered from.

Ruby and Sora swam to the shell Ursula escaped from. For some reason, it was clogged up. "It's a trick. Octopuses, squids and other cephalopod's use this tactic to make an escape." Weiss explained. "Biology lesson later, Weiss! She's getting away,, and she still has the trident!" Ruby interjected urgently. As much as Weiss would have preferred a less informal interjection, she couldn't argue Ruby was right.

"Let's go. We must get the trident back." Ariel said, turning toward the entrance of Ursula's lair and leading the way. Sora, Ruby, Donald, Goofy, and everyone else followed closely behind. Whatever happened out there, Atlantica's fate was in their hands and fins.