Sora, Donald, and Goofy walk through a dark town. Goofy remarks how spooky it is.

"Where are you?" Aqua wondered, staring at the screen.

"Halloween Town," Sora responded.

"There's a Halloween Town?" Ven asked, excitement in his voice.

"Does that mean there's a Christmas Town?" Kairi asked, sitting up, and Sora nodded.

"I met Santa," he told her and Riku gave him a look, raising an eyebrow. "Don't look at me like that," Sora said to the older boy. "You're the reason he didn't like me."

"I wasn't even there?" Riku said and Sora smacked him in the shoulder.

"You're the one who made me think he wasn't real when we were nine," he told the older boy.

Riku was very tempted to say, he's not, but he had a feeling he would get hit again.

Aqua couldn't help the small smile that crossed her mouth when she saw the two of them interacting. It was good that they could joke and laugh with each other.

Roxas tugged on Axel's arm. "What's Halloween?" He asked in a low voice. Xion gave Axel an equally lost look.

"It's a tradition where on a certain night, children get dressed up in costumes and go around their neighborhood, asking for candy," he explained, thinking about the times he had gone with Isa. In the last couple of years, 'Ri had gone with them as well, the two boys acting as chaperones for the younger girl. Not that either of them had minded.

Axel felt a pang in his chest, and he shook it away.

"Like Sea Salt Ice Cream?" Xion asked and Axel shook his head.

"No, candy is sweet like the ice cream but it's all different flavors and types." He paused. "I think you would like it."

Goofy says he thinks there might be scary people in the town and Donald says they look spooky as well and if they scare them, they can scare them back.

"Donald's magic?" Aqua confirmed and Sora nodded.

Naminé had a feeling that if she hadn't seen this world in Sora's memories prior, she would be a lot more scared than she was now. But she knew that most of the people in the town weren't nearly as bad as they looked.

The three of them walk deeper into the town, seeing the mayor introduce Jack Skellington as the master of terror and king of nightmares.

"And he's not that scary," Sora said, seeing a couple of looks that flashed over some of the watcher's faces. "He's just good at scaring people."

Vanitas couldn't help but be interested in the place. He had no idea what Halloween was, but the place seemed dedicated to being as scary as possible. Maybe he would… like it there.

Jack appears, flanked by a bunch of ghosts. The mayor says that the ghosts will be a big hit during Halloween.

"Are they… rehearsing?" Terra wondered, seeing no one else around even though Jack had just been announced. Sora nodded.

"They had a big production every Halloween, I think," he replied. "Jack always stars in it."

Jack thanks him but says that the ghosts still need some work and that they aren't scary enough.

Several of them noticed that none of them had been scared at all. Then again, after everything they had all gone through, it would be very hard to get scared by normal party tricks.

Jack says he wants to strike bone-chilling terror and that he's going to go consult the doctor.

"Doctor?" Kairi questioned.

"Another resident of the town. He's a… scientist," Sora explained. "Of a sort."

As Jack walks away, the mayor says he'll attend to the decorations.

"Wait, if this place is called Halloween Town, wouldn't they celebrate Halloween every day?" Ven asked and Sora paused, frowning.

"I don't think so," he said. "They had one big celebration on Halloween, but I think the town is just themed off Halloween and they spend the whole year planning for the big celebration."

"Oh."

Sora and the others follow after Jack.

"And you're following him because….?" Riku trailed off and Sora made a face at him.

"We didn't know what else to do. We needed to find the Keyhole and usually the residents had some idea of where the Keyhole could be." Riku nodded in understanding.

Jack enters the lab of the Doctor, who comes wheeling himself out. They talk about what could be wrong with the ghosts, but the doctor says that his devices are always perfect.

"Nothing's perfect," Axel muttered. "It would be boring otherwise."

Jack finds something in the book and says that the Heartless need a Heart and asks the doctor if they can create one.

"Wait, are the ghosts he's using as decorations Heartless?" Aqua asked, raising an eyebrow. "Did he create Heartless?"

"No," Sora admitted. "He found the Heartless and then somehow… made it obey him. Sort of like Maleficent."

"Don't the Heartless already have Hearts?" Vanitas asked, giving the screen a look. "I thought we established this."

"With the information we have now," Sora corrected. "We didn't know that then and I don't think a lot of people did. What with a name like "the Heartless."

"Leave to DiZ," Roxas snarked, crossing his arms, and getting a quiet giggle from Xion.

The doctor says they can create one easy and that a Heart's not that complicated.

"Disagree," Axel muttered. "Hearts are very complicated."

"Then why does everyone want one?" Xion asked. Axel didn't know how to answer her.

The doctor and Jack work together to start making a heart and the doctor says they need to unlock something.

"It… can't be that easy to make a heart, could it?" Naminé wondered, looking up at the screen in wonder. If it was… If they could really make a heart, then maybe… maybe she wouldn't need to merge with Kairi. Again, at least. She already had. Maybe herself and Roxas and any of the other Nobodies could live separate from their Somebodies.

Then her mind flashed back to Larxene, and she shivered. She didn't know if she wanted a world where Larxene was free to live and hurt her again.

"I don't think so," Mickey said. "Otherwise, I think Ansem would have figured it out."

Donald asks Sora if he's really going to unlock it for them, revealing that the three of them were listening to talk.

"Eavesdropping, Sora?" Roxas asked and his Somebody made a face at him.

"I heard them mention Heartless, I had to make sure they weren't a threat," he replied.

"And yet, you don't look too concerned by the implication that they created Heartless themselves." Roxas gave him a look. Sora looked away with a huff, crossing his arms across his chest.

Sora asks why not and says if they succeed, they won't have to fight the Heartless.

"Aren't they trying to absorb hearts?" Aqua asked. "That's the point of the Heartless, right? So, if you give them hearts, won't they just absorb them and continue to look for more?"

Sora shrugged. "I didn't know that, at the time."

Sora adds that he wants to see the Heartless dance as well.

"Immature fourteen-year-old," Sora said when he saw a couple of looks being sent his way.

Donald says he doesn't, but Sora ignores him, entering the room and saying that he could help them.

"They don't seem to upset at ya for just appearing in the room," Mickey said, watching Sora unlock the small box.

"I think they might be used to crazy stuff happening," Sora responded. "Or they just didn't care."

Jack says that it was amazing and asks Sora his name. Sora introduces himself and Jack invites Sora to be a part of the Halloween celebration.

"Did you get to do it?" Kairi asked and Sora shook his head.

"No, we had to leave," he said, a little upset that he didn't actually get to be in the celebration. "Had to chase down more Heartless."

Had to stop me, Riku thought, feeling his good mood that had been starting to appear vanish instantly. Sora reached out and grasped his hand, holding it gently. Riku gave him a small smile.

Sora asks what the Heartless is doing there and Jack explains that they came to town recently and he's frustrated that he can't really make them dance with him.

"Because they're Heartless?" Roxas said, sarcasm in his tone. "They're not really made for dancing."

Jack says that he and the doctor are trying to improve the guidance system.

"I wonder if that would work on all Heartless?" Aqua questioned. "Or just those specifically? Because if you could just command the Heartless to stop, it would save a lot of lives."

Sora grimaced. He hadn't actually asked at the time but now, seeing everything that he had, maybe it would have been better if he had tried to find out more about it. Perhaps it should be another stop he visits once he's out of here.

Jack calls the doctor a genius and the doctor is reading out the list of things to make a heart: Pulse, emotion, terror, fear, hope and despair.

"Aren't half of those different types of emotions?" Ven asked. "Why would you need the ingredient "emotion" and then four other emotions?"

Sora didn't know.

"That can't be all the ingredients for a heart," Kairi said. "That's far too simplistic."

The doctor tries to put the heart in the Heartless, but it doesn't work.

"I wonder if it didn't work because it just didn't work or because the Heartless already has a heart, deep down inside," Aqua mused.

The doctor wonders if they're missing some ingredients.

"Probably," Kairi murmured, thinking back to what she said. There was no way you could create a heart out of just six things.

The doctor says to try adding memory to the heart and calls for Sally.

Mickey nodded when the doctor mentioned adding memory to the heart. Some memories, the most important ones, were stored in the heart. And the heart never forgot anything or anyone you encountered.

"Who's Sally?" Xion asked.

"Another one of the residents," Sora said. "She lives with him. I think… he created her? But I'm not certain."

When Sally doesn't appear, the doctor mutters that he doesn't know why he bothered creating her.

"Frankenstein," Axel whispered under his breath, mostly as a joke, but Xion twisted her head to look at him.

"What?" She asked and Axel paused. Did he… really want to explain that to her? Nope!

"It's a book," he explained briefly. "About someone who created a living being. I don't remember that much of it." Isa had always liked the book more than him.

The doctor says that Sally should have the memory they need and to find her.

"Wait, like he's going to take Sally's memory?" Kairi asked, worry going through her. Naminé and Xion both froze up, unfortunate flashbacks going through both of them.

"No, no, no," Sora said hurriedly, waving his hands in the air, and having seen the looks on both Xion and Naminé. While he didn't understand their concern, he was ready to calm it. "I'm pretty sure they didn't mean memory as in her physical memories. Or at least, that's not what Jack ended up taking from her. And even then, if they were talking about actual memory, I don't think they would actually hurt Sally. Jack really cares for her and if it would hurt her permanently, I don't think he would do it."

While Naminé pressed a hand to her chest to calm her racing breaths, Xion fell backwards into Axel's side, pressing her face into the coat he wore. That had given her some… unpleasant flashbacks. Axel's hand reached out and rested on her back, being a quiet, steady reassurance.

Jack says he can do it and invites Sora to join him. Sora agrees.

"Again, Jack was the best chance at finding the Keyhole," Sora said when a few more looks were aimed his way.

As he, Donald, Goofy, and Jack leave the lab, the mayor appears, saying they have a big problem.

"I assume the Heartless," Vanitas muttered, and Sora turned, giving him a look. This was the third time Vanitas figured something out before the rest of them, even himself in the past.

"How did you know?" Sora asked and Vanitas raised an eyebrow in his direction.

"It's obvious," he drawled. "The Heartless aren't made to be controlled. Even if you can temporarily control them, it's not going to work long run."

Or at least, he assumed. But they seemed similar to his Unversed in a way and he was the only one who could control those. And again, that control was… finicky, especially when he was feeling particularly strong emotions at the time.

The mayor says that the Heartless are out of control and they can't stop them.

Vanitas made a motion with his hand like nonverbally saying "see?"

The smallest part of Aqua was glad that he was back to his normal, snarky self. And wondered why he had stopped.

Why was part of her worried about Vanitas?

"Wait, does the mayor have two faces?" Kairi wondered, taking in the image on screen, and Sora paused.

"Apparently?" He replied, having not seen it before then.

"People don't have two faces," Xion whispered to herself, confusion flickering through her chest. Next to her, Axel chuckled quietly.

"No, they don't but I don't think you should take notes from this world on what's normal and what's not," he told her. "It seems far too strange for that."

Jack wonders if their experiment triggered something and tells the mayor that he has nothing to worry about and everything will be fine.

"The mayor seems to have a lot of trust in Jack," Terra mused, and Sora nodded. It seemed like he did.

Moving through the town, Sora, Donald, Goofy, and Jack destroy all the other Heartless, eventually ending in a graveyard. A ghost dog appears from one of the graves.

Xion couldn't help the small gasp that slipped out of her mouth when the dog appeared, sitting up further. Next to her, Roxas rolled his eyes a little. He would never understand her fascination with the creatures. They were just animals.

Jack calls the dog Zero and asks Zero if he's seen Sally. Zero shows them where Sally is and Sally asks if everything is alright.

Yep, Axel could see the Frankenstein parallels.

Jack says that everything is fine and that they're going to have the best Halloween ever. They just need Sally's memory.

"All of them seem very… blasé about that fact," Naminé noted, doing her best to keep the conversation and its implications out of most of her mind. "Like, someone's memory is just a common ingredient."

"Well, this is Halloween Town," Sora said with a shrug. "It's a little wacky and strange. I don't think they hold the same standards as a lot of the places we visit."

Sally asks if he means the plant she's holding and gives it to Jack.

"The plant… is memory?" Ven asked and Sora shrugged. Halloween Town was like Wonderland. He just got used to the strangeness of it.

Sally says she has a bad feeling about what Jack is planning and tells him that they're still time to change it. Jack says that nothing could beat what he had planned.

"He doesn't… seem to listen to her," Aqua said, watching as Jack didn't even turn to look at her when she spoke. "You said he cared about her?"

"Yes, he does," Sora replied firmly. "He just gets… really wrapped up in what he's doing or creating at the present moment and can't really pay attention to what's going on around him. It's a trait of his."

Aqua grimaced slightly but nodded. As long as no one got hurt…

Jack says once they give the Heartless a heart, they'll dance just as he envisioned.

Vanitas did his best to contain his snort. This wasn't going to go well at all, was it?

Sally asks Jack why he doesn't have Sora and the others star in the festival, saying that they look frightful and funny, and it would be better than the Heartless.

"Aww," Kairi said, giving Sora a look. "She said you look frightful."

Sora puffed up, knowing what she was referring to. "I can be scary!" He told her, sticking his tongue out when she just continued to smile patronizingly at him.

"Can you?" She asked him, smile not leaving her face, and Riku took that moment to step in, knowing that it would get worse.

"Guys," he said warningly. "Not here."

"Do I want to know?" Terra questioned and Riku shook his head, long suffering from their certain arguments the two of them couldn't let go.

As the group exits the graveyard, three little beings come out of one of the coffins, talking about what they were saying about a heart.

"Who are they?" Mickey wondered, looking at the small creatures, and Sora made a face.

"They work for Oogie Boogie," he explained. "They stole the heart and gave it to him. He's not that nice."

They decide on telling Oogie Boogie.

Naminé blinked, remembering the name from Sora's memories. He was the one who… took the potion they were creating? In the Castle Oblivion room?

She shook her head slightly. Some of the details were fuzzy.

Back in the lab, Sora and Jack give the plant to the doctor and he says they only need one more ingredient, "surprise".

"These are the weirdest ingredients for a heart," Ven muttered, shaking his head slightly.

Several people agreed with him.

The doctor tells them that the mayor should know where it is. In Oogie Boogie's lair, he is in shock that the doctor is trying to make a heart.

Kairi, Xion, and Ven all squeaked in surprise and fear when they saw Oogie Boogie, Xion leaning closer into Axel's side while Ven leaned on Terra. Kairi covered her eyes for a second before dropping her hand, trying to slowly get used to the sight.

Naminé had a feeling like she would have reacted the same way had she not seen Oogie Boogie before. Though, she had reacted with some surprise and fear when she had seen him inside of Sora's memories.

Oogie Boogie says when he gets his hands on the heart, he'll be able to control the Heartless.

Vanitas snorted. Have fun failing, buddy.

Sora, Jack, Donald, and Goofy go and get the surprise from the mayor, bringing it back to the doctor.

"That was fast," Roxas murmured.

The doctor completes the heart.

"Did it really work?" Axel asked Sora, raising an eyebrow at the screen. Was it really that easy to just… create a heart? If it was, what had Xemnas been doing the past ten years?

"I don't think so," Sora admitted.

The three creatures from before attack the lab, stealing the heart.

"You didn't do anything Sora," Kairi said, giving the boy a look, and he huffed.

"I was in shock," he said reproachfully. "I didn't realize what was happening."

The doctor is angry that they stole the heart and tells them to go after them. They run out, but the three creatures are gone.

"Fast little buggers," Terra muttered.

Jack tells Zero to go after them and they follow Zero, fighting Heartless on the way.

"Are they… in a bathtub? With legs?" Aqua asked, sounding bewildered, and Sora just shrugged again. Roxas covered his face with one of his hands.

"This feels like Wonderland all over again," he groused.

They arrive at Oogie Boogie's home and Jack says he knew Oogie Boogie was behind this.

"He's not well liked then?" Riku asked and Sora shook his head.

They enter Oogie Boogie's home, fighting their way through it and eventually cornering the three creatures, who tell them they were just following orders.

"I mean, they did seem scared of Oogie Boogie earlier," Naminé said quietly, trying not to think of white walls and lightning and flower petals. "They might not have had a choice."

Axel gave the girl a look of concern, having a very good idea of what was going through her head.

One of the creatures accidentally tells them about a secret lever and the four of them move on, finding Oogie Boogie's hiding spot.

"That's a pleasant door," Kairi murmured, rolling her eyes.

Entering the room, Jack tells Oogie Boogie to give back the heart, who's standing on the other side of the room.

Naminé hummed in slight surprise. While it had been similar for the other worlds, this was the first one that she had seen where the real thing looked really similar to the Castle Oblivion creation. Strange.

Oogie Boogie says if they want it, they should come and get it, before eating the heart.

Silence reigned over the watchers. Even Vanitas was stunned, blinking rapidly at the screen.

"Did he just… Did he…?" Xion's words were stuttered out. "Did he just eat the heart?"

"Yes?" Sora responded and she gave him a look of disbelief. Most of the room wasn't much better.

"Sora," Riku said, voice clearly forcefully patient. "What the heck?

"I don't know!" He yelped out, turning to look at Riku. "The world was weird, ok?"

"That's an understatement," Roxas muttered.

Oogie Boogie tries to get the Heartless's attention but only two show up.

I would say I told you so, but… Vanitas rolled his eyes. Creatures that have one goal don't like to be controlled to do another. Kind of like him.

In his anger, Oogie Boogie lashes out at them using the room and Sora and Jack fight back, with Donald's and Goofy's help. When they defeat Oogie Boogie, he starts dissolving into bugs.

"NOPE!" Kairi shrieked, sitting bolt upright before turning and shoving her face into Riku's side. "Tell me when it's done!"

Ven and Xion had similar reactions, Xion covering her eyes with her hand while Ven leaned on Terra, hiding his face in the older boy's arm. Naminé looked sick, still not used to it despite seeing it before and she hid her eyes in her knees. Roxas made a face, scrunching up his nose in displeasure while even Mickey and Aqua looked offput, averting their eyes from the screen.

"Sora," Riku said calmly. "Why do you look so… nonchalant?"

Sora laughed nervously, rubbing the back of his head. "I… don't know?" He answered. "I just… got used to the world being weird?"

"Sora," Kairi said firmly, looking up at him, but pointedly not looking at the screen. "That is not a "get used to" moment. That is a "oh my stars, what is even happening" moment. Got it?" Sora nodded slowly, a little scared of the wrath that he would ignite if he didn't agree.

"Is it gone?" Xion asked, voice muffled in Axel's coat, and Terra, the only one of them who was, outwardly, not affected by it, answered.

"Yes," he said gently, both to her and Ven. "Oogie Boogie is gone. Only the heart remains."

Slowly, the teenagers who hid their faces looked up.

"Sora, I don't know if I want to visit this world with you," Kairi told him seriously and Sora laughed quietly.

"It's not that bad?"

"It is that bad," Kairi responded, before settling back onto the couch, still looking faintly green.

Jack notes that the heart was a failure as well. As they leave Oogie Boogie's home, the ground starts shaking and a huge Oogie Boogie rises up from the ground.

"A Heartless," Aqua said, recognizing the darkness that poured off of it.

"Well, he did want to control the Heartless," Vanitas said, a hint of glee in his voice. "Now he can control himself." Aqua gave him a look, narrowing her eyes at the unrepentant smile on his face. Of course, he was like this, why was I worried for him again?

"Do we need to worry about more bugs?" Kairi asked, getting ready to hide her face again, but Sora shook his head.

Jack realizes that he's drawing power from the black orbs around him, and they fight him, destroying the orbs and causing Oogie Boogie to collapse into the ground.

"At this point, I don't know which world is worse," Roxas said, rubbing at his eyes. "This place or Wonderland."

Sora didn't have an answer for him.

In the place where Oogie Boogie's house used to be, a giant Keyhole appears and Sora seals it.

Another for the "Keyholes in weird places" list, Terra thought, slightly sarcastically. I wonder if there's a Keyhole in the Land of Departure and where it would be? Perhaps behind one of the thrones.

Returning to the Doctor's lab, Jack says he should have listened to Sally, who tells him not to feel bad and that they'll come up with another plan for Halloween, together.

"One that preferably doesn't include Heartless," Vanitas muttered.

Kairi thought that the two of them were sweet. Hopefully, I get to help Sora like that someday.

Jack says that they have to cancel the Heartless Halloween Festival but invites Sora back anytime and gives him a pumpkin head.

"You're welcome to go back, but I don't think anyone else will be raring to go," Kairi told Sora, who shrugged, unrepentant.

The doctor muses on why creating the heart didn't work and wonders what is a heart anyway.

Axel, Naminé, and Roxas all winced, well aware of that question. What was a heart? Why did everyone, even them, think they needed one? When they clearly had some range of emotion, even without hearts? Why would they need them?

Sora and the others wish Jack goodbye, leaving in the Gummiship.

"Well Sora, I thought you said you met Santa?" Riku asked as the screen went black, a teasing note in his voice.

"I did!" Sora exclaimed, crossing his arms and giving the older boy a look. "When I went back, just a couple of weeks ago."

Riku laughed. "Really?"

"Really," Sora huffed. "You'll see. You'll look so stupid when he appears." Riku rolled his eyes, laughing quietly, while Sora paused.

Stupid…

It suddenly hit him what was next, and he felt his eyes go back to Riku, who was still laughing quietly, uncommon mirth in his eyes while Kairi elbowed him in the side.

Oh. Oh no.

Would he be able to help Riku hold onto his laugher after what was coming next? Or would he have to guide Riku through another panic attack?