As they touched down in this new world, the group discovered that everything within it matched the Halloween aesthetic they beheld on approach. A bleak orange colored sky illuminating a street lined with jack-o-lantern street lamps, and equally eerie looking gothic architecture. Macabre yet astounding to behold at the same time. Another place everyone believed they would stick out in. Yet once they looked at themselves...everyone was taken aback by what they saw. They looked...COMPLETELY different! The change was even more jarring than in Atlantica even!

"Whoa! Donald, did you use your magic on us again?" Ruby said, looking at her new attire. She had a black and red corset dress over a white puffy sleeved shirt, and a black thigh length skirt with red trim. Two belts draped over her belly and from her knees down, she wore black stockings with the tops adorned with devil horns and inward slanted eyes with a menacing look. Upon her feet were red heeled slippers, a red headband with tiny horns coming out of her hair, and both hands were adorned black flexor length gloves with claw-like tips at the fingers. Lastly was a pair of red bat-like wings sprouting from her back and a thin red tail with a spaded tip emerging from her waist.

"No. This isn't because of my magic." Donald said, just as amazed as Ruby as he looked at his hands. There were bandages wrapped all over his body, from his ankles all the way to his head. He looked down and squawked with surprise, noticing an empty space where his stomach should've been, with one single piece of bandage keeping both ends of himself connected. He felt alright but the fact he didn't seem to have anything between his chest and waist was still a little unsettling.

"Whoa...This is cool!" Sora exclaimed, looking at himself. Just like Ruby and Donald, his entire outfit had changed. The yellow buckles on his gloves had turned to a dark grey and were more like simple x's. And said gloves had become pointed at the fingers, like claws. His shorts had become black pants pants that were wrapped up in pieces of red cloth along his calves down to his black shoes which were less round and more smooth, and had a white stripe along the middle. His shirt had turned pitch black as well and had adopted a long grey zig-sag pattern zipper down the middle as well as long sleeves along his unsettlingly skinnier looking arms.. His hooded jacket had turned to a black and white miniature cloak-like cloth with white wing accents along the inner collar. Little white wings that stretched out from his crown necklace which changed from silver to a light, faded gold. The most distinct features of his new outfit were a pair of tiny wings emerging from his upper back, two extended incisors sticking out from his upper lip, and a gren eyed, winking pumkin mask with horns, a jagged sharp toothed grin over one of his eyes.

"This sure is a spooky place. I bet the people here are scary lookin' too." Goofy nervous said, making Sora turn to him. The sight of Goofy's new appearance made Sora's eyes widen with shock. One of his eyes were bright red while the other was a swirl. His sweater had turned to a raggedy combination of orange and yellow, with brown, all patched together. His baggy overalls were torn at the ankles and had aneven more rugged dark green and brown patch-job. His hands and feet had become sharp and clawed as his toes tore out from his brown shoes. But more eye-catching were the fact that his nose, now tipped with a Jack-o-Lantern was patched onto his face, and a giant screw was sticking out of his head where his hat usually was.

"Don't worry. We look spooky, too. If they scare us, we'll scare them right back!" Donald said confidently.

"You think so?" Goofy asked, not sounding entirely certain.

"Some of us don't look all that scary though." Blake admitted, looking at herself. Her clothing seemed mostly the same. She still had her black shirt dress shirt but the white undershirt was gone, making her outfit have a decolletage and though her white shorts were still on, they looked a little torn at the ends of the sleeves but had black threads at the front in the shape of small bows. Purple and black stockings adorned her legs with black pointed boots worn over her feet, having slight curled points to them and golden square shaped holes as belt buckles to hold the straps to them. Black gloves going past her wrists had tattered strands at the back ends of them and she wore a large black pointed had with a wide brim, circled by a white band. Tiny holes at the front of the brim allowed her cat ears to be visible. An additional cat feature she had coming out the back of her waist through a hole in her clothing was a long, thick tail with black fur.

"I look like I'm in rags!" Weiss said irritably, seeing herself in a white dress with torn or ripped edges at the ends of the sleeve or the bottom hem where her shins were seen. There was no footwear on her either but for some reason, Weiss felt no discomfort or coldness from touching the ground. It was as if she was still wearing shoes. Despite the look of a ruined dress, there was a hood attached at the back, not worn over only because her hair was entirely down, looking far more scraggly than she'd ever allow it to be. Her complexion was paler than usual and the sclera in her eyes were black while her irises were a misty white color. Below her eyes, it looked like she had eyeliner runing down her cheeks as if she had been crying.

"Aww, Weiss I think you look great. Really brings out your eyes, I'd say." The playfully joke that made Weiss anything but amused was from none other than Yang who was clad in a rather suggestive outfit, as one might expect. The sunny blonde's attire consisted of a skintight black onepiece with a yellow sash around her waist, and an equally skintight brown nylon sleeveless shirt. A pair of matching nylon arm sleeves and nylon leggings accentuated with golden rings at the top around her biceps and thighs. And apart from the accentuation of her curves, the most defining feature of her new outfit were the little orange and yellow wings emerging from her hips, the curved horns on the side of her head, and the slender black tail ending in what looked to be a heart.

After admiring her new outfit, a bit more than she likely should have, Yang then turned her attention to a wide-eyed Blake, slinging an arm over her with a cheeky grin. "And I'd say you look good every-witch-way." And there it was. The mandatory pun. A groan from her friends, a sigh from Donald, a confused look from Sora, and an "Oh! I get it! Cause she's dressed like a witch! A-hyuck!" from Goofy. Blake of course, was the most unamused as she looked at her grinning partner and said, "If I could use magic, I'd turn you into a newt right now." Yang simply shrugged nonchalantly and said, "Eh, I'll get better."

Ruby however didn't even seem to notice or care about Yang's pun. Going by the huge smile on her face as she looked around this bizarre, dark looking world, she was happier than she'd been in a long time. "I just can't believe it! A world of October 31st! You know what that day is!?" she exuberantly asked Sora and Weiss who inched back a bit. They knew Ruby was energetic and cheerful, but she was being so much so no more than ever. So much so that she was actually surpassing Nora in that department, which was an achievement. Sora and Weiss respectively could only muster a confused "Uhhhh..." "...Hallo-"

"IT'SMYBIRTHDAY!" Ruby shrieked with joy before Weiss had a chance to finish, making her, Sora, Donald, Goofy, and even Blake jump in surprise at her being more energized than normal.

"Your birthday?!" Weiss and Sora said, equally surprised.

"Yyyyup." Yang said, not looking forward to this. Her memories of Ruby's past birthdays, once she got it in her head that she could take advantage of her birthday status, were...not half as cheerful as her sister's to say the least. Hopefully Yang wouldn't have to humble her like last time.

"This thing won't come off." Ren's voice drew everyone's focus away from the birthday girl. He had a gray complexion and his hair was a messy set of bangs with a pale white color. It was under a large wide dark green cap that had a large black cloth knob on top. The front part had what appeared to be a long rectangular piece of paper hanging off the edge and concealed a bit of Ren's face. It had foreign looking letters on it, drawn with ink or paint from a brush. He tried tugging and ripping at it but the paper somehow stayed there. The rest of his clothing matched his head wear, being a robe with long and wide sleeves going past his wrists while seems went at the sides, making it possible to see his lighter green leggings. On the back of his robe and at the center appeared what looked to be several pink flower petals forming a lotus design. His black shoes looked like they slipped on and off easily. "I can see fine but it's kind of bugging me."

"Naahh, it looks great, Ren!" came the encouraging voice of Nora Valkyrie. Who, surprisingly true to her name, was clad in a very viking-esque outfit. A studded bronze skirt with fur lined bronze greaves and leather gloves, a lavender sleeved cuirass light violet cuirass with a bronze studded equally fur lined collar, and a bronze lined horned helmet with that light lavender color along four triangular segments of the helmet. All in all, a costume very true to her name.

"Yeah, Ren. At least you're not covered in fur." Jaune's voice rang out with irritation. The leader of Team JNPR was...well it was quite easy to guess what he was. The shirt he wore under his armor was torn, his armor had taken on a black color replacing the white, his jeans were shredded along with his shoes, and most of all, his skin was replaced with a coat of brown fur along with a black colored nose and a pair of fake canine ears which like that paper on Ren's face, wouldn't come off his head, no matter how hard he tried.

"But Jaune, I think you look wonderful. Would you...mind if I pet you a little?" And of course, last but not least was Pyrrha. Her outfit was also quite easy to guess. Her armor was replaced with a long white, slightly graying dress-like robe akin to something they would have expected from Hercules' world. Her headband changed into a golden leafy laurel as well, and like Weiss, she was barefoot, yet didn't feel any discomfort along her feet.

Though her question made Jaune sigh with embarrassment. "Pyrrha...my dignity has already taken a hit. Please don't try to burn it further." he pleaded, making Pyrrha shift away a little downcast. "Oh...Okay. Sorry."

Sora could hardly believe what was going on. A Halloween world, all of them were transformed to look more like they belonged WITHOUT Donald's magic, and they all looked like one big costume party. And of course, Ruby's birthday. Though now that he thought about it..."Hey, where's Zwei?" he asked.

A tiny series of barks rang out near the guillotine-esque gate at the end of the walkway they were in. Sitting on its haunches was a tiny black canine with stubby little paws. It had a big smile, or as much of a smile as a dog could make, with a hanging tongue coming out its muzzle along with a white skull mask covering its head from the eyes up. The red patterns going along it and the beady yellow eyes immediately set off warning bells in the hunters' minds. "It's a Grimm!" Weiss said as she drew her Myrtenaster, Blake, Ren, Nora, Sora and Donald drawing their weapons right after her.

"Sure is a tiny little Grimm, though. And...that barking was kinda familiar sounding..." Jaune said, not having drawn his weapon.

"Who cares?! A Grimm is a Grimm, no matter how big! Let's get it!" Nora said before she started running to it, Magnhild was raised high. "WAIT!" Ruby shouted as she suddenly zipped in front of Nora with arms raised. Nora stopped in her tracks and nearly topple over as Yang grabbed her hammer. "Hey! What are you doing?" she asked as she regained her balance

"Just wait!" Ruby pleaded before looking back at the Grimm. Yang smiled at the confused Nora before following Ruby's casual approach to the little grimm. "What is she doing?! We don't know what that thing is capable of!" Weiss whispered like Ruby was crazy. Pyrrha however was not concerned "I have an idea of who that is. Ruby and Yang do, too." she said, earning a confused look from Jaune. "Wait...'who' that is?" Jaune asked her.

Despite Ruby getting closer, the Grimm kept happily panting and looked up at Ruby when it knelt to her. "Zwei? That's you, isn't it, boy?" she said, to which the little Grimm barked before leaping into her arms, giving her lots of affectionate licks to her cheeks, making Yang and Ruby laugh as the little sister picked him up and held him close.

"That's Zwei?" Ren wondered, lowering his weapons. Everyone else blanched with surprise and self-revulsion. They'd nearly assaulted Zwei! Well everyone except Jaune Goofy who hadn't drawn their weapons. "Well whaddya know? Even he turned into a spooky little thing in this world. Ahyuk." Goofy said with a cheerful chuckle.

"Wait...If Zwei was here before us, does that mean he smells another one of those torn pages?" Sora wondered out loud as he dismissed the Keyblade. A little bark from the Grimm looking corgi seemed to confirm Sora's inquiry. If there was another one of the pages, then they were another step closer to fixing Pooh's book!

Of course, while everyone else was happy and relieved to know it was Zwei, Blake...well, as expected, was less than excited or relaxed. "Just when I thought he couldn't get any worse..." she muttered to herself as she glared at the grimm formed corgi.

"Well I gotta say, Zwei's definitely fitting right in. He gave all of us quite a scare." Jaune said with an awkward chuckle. "Eheh. Yeah. Sorry about that, little guy." Nora said, holstering her brandished hammer. Zwei of course didn't seem to mind as he simply let out another cheerful bark before hopping off of Ruby. He ran toward the gates and turned back to them with a bark.

"Come on, guys! Let's follow him! I think he knows where another page is!" Ruby exclaimed. The group immediately followed behind, rushing after the excitable corgi...with Blake bringing up the rear to stay as far away from Zwei as possible.

What spooky shenanigans awaited them in this festively spooky world?