As they burst into Oogie Boogie's lair, Sora, Ruby and their friends looked around, disturbed by the grim, sadistic scenery. It was clear that their 'gracious host' was a wicked soul indeed. A decagonal ring in the center filled with colorful buttons, traps, contraptions, and what looked like spooky themed slot machines. "Oogie Boogie! Give me back the heart!" Jack demanded, pointing at the boogieman in question who stood grinning smugly at the other side of the room.

"You want it? Well come on over and get it!" Oogie Boogie taunted before suddenly heaving backwards and shoving the heart into his mouth! Everyone blanched with shock at the horrific sight. "Ewww, gross. Grossgrossgrossgrossgross." Or disgust, going by the cringe accompanied mantra Ruby let out, along with the cringing and wincing from the rest of them. Not to mention the lurching intent to hurl from Jaune. "Oh no...I think I'm gonna be sick..."

Oogie Boogie let out a booming laugh as he reveled in the shock and horror on everyone's faces as he swallowed the Heart into his bug filled sack body. And now that he had the heart in his possession, or more accurately in his stomach, he felt it was about time to do just what he'd been hoping to do. "Now, let's see if I can get their attention. Oh, HEARTLESS~!"

And as he'd hoped, the Heartless heeded his call...except there were only two of them. A pair of Gargoyles floating at the left and right sides of his head. "This is it?" Oogie asked in disbelief as he looked to see only two of what should have been a horde of dark minions.

"Um... well... he's technically controlling the Heartless, isn't he?" Weiss whispered. "Yeah but I figured he'd get a whole group with them. Like dozens." Yang added. This was...turning out to be much less dangerous than they expected. "Hah! Looks like you're not as scary as you think you are, Oogie Boogie!" Ruby taunted, pointing at the boogieman

Her taunting combined with the infuriating disappointment of the Heart only making a pittance of Heartless obey his call, caused Oogie to go into a fit of rage. "Nobody disrespects me! Nobody!" he shouted. His left, handless arm flipped a switch, causing the portion of the ceiling above everyone to open.

Blake heard the metal opening and gasped. "Move!" she yelled, prompting everyone to leap and roll out of the way as it suddenly started raining pumpkins! They all managed to avoid being hit but Sora, Donald, Goofy, Jack and Jaune all fell into the roulette styled pit below. They landed safely, save for Jaune who landed poorly on his side. "You guys okay?!" Pyrrha asked in concern.

Sora waved up at her. "Yeah, we're fine." he called out, followed by everyone else passing her a thumbs up. "Yeah...! All good!" Jaune squeaked out, trying to ignore the pain of his bad landing.

"You won't be for long." Oogie said with an unsettling chuckle as he stomped his foot on the floor. In the shadows from the underside of the decagonal ring making up the upper area of the room came a straight line of three robots in an old western styled appearance with stanton hats, bandannas covering where their mouths would be and carrying revolver pistols. They moved towards the five at the bottom and stopped with the guns lowered.

Goofy noticed and yelped. "Look out!" just in time for Jaune and him to raise their shields, defending the others from the bullets as the cowboy robots fired. Jack however was nimble enough and thin enough thanks to his bony physique that he was able to avoid being shot. Jack's impressive display only served to anger Oogie, but he cooled himself down with a smirk as he suddenly procured three dice from his sack-like body. "C'mon, baby." Oogie said with wicked anticipation before tossing the dice down into the pit. The dice suddenly grew almost to the size of Donald as everyone stared with confusion. "Did he just throw...dice?" Blake asked out loud. "You bet, pussy-cat! Ain't nothin' like the sound of rollin' dice. But I'll warn ya now..." As if on cue, the dice came to stop on all fours. "I don't play fair!"

The instant he said that, three giant blades suddenly slammed down, cutting the party off from each other in thirds. "Scythe Wheel!" Everyone was forced to scramble and try to avoid the clockwise rotating, swinging blades, utterly unable to do anything else. Which left them opened to the two flying Heartless as they descended upon them.

Fortunately, the bladed wheel eventually stopped, giving them time to breathe. But not much as suddenly, Yang was swatted by the wing of one of the Gargoyles, followed by Goofy being swatted by the claws of the other. Ruby quickly reacted, switching Crescent Rose to firearm mode and unloading several shots into the Gargoyle attacking her sister. But before she could finish it, the Gargoyle suddenly vanished, transforming into a blue flame. Ruby's momentary distraction from the sheer surprise was enough for the one that hit Goofy to come up behind her and kick her on the side of the head. "Ruby!" Donald exclaimed, using his magic to help the dazed Huntress recover as the Gargoyle prepared to strike again. She managed to raise Crescent Rose and intercept its followup, switching it to scythe mode. The Gargoyle that vanished into blue flame materialized behind her, but just as it was about to strike, Yang grabbed it by the horns and threw it away, right in the path of Nora's swinging hammer.

Their combined effort destroyed the Heartless and Weiss looked to Oogie Boogie before using her glyphs to make a row of them curving around the upper floor. With a vector to push herself forward, she had Myrtenaster aimed forward. Oogie heard her gliding towards him and yelled in fear, turning to run without getting any distance at the speed Weiss was moving. Seeing her just behind him, he jumped though only a foot high given how short and heavy his body was. It was enough though to stomp on a switch that made more pumpkin bombs fall right over Weiss. When they exploded, she fell down into the pit with Sora and the others. "Weiss! Are you okay?!" Jack asked in concern as he ran towards her.

Seeing him go to her, Oogie snickered and stepped on another switch. Spiked metal raised up within one of the roulette panels Jack was inside and trapped him there before it spun and stopped at the same robots used earlier. "Let's see you dodge them at point blank range, Bone Man!"

The robots aimed their guns far closer to Jack given the cramped space he had but with a big leap of his long limbs, Jack managed to go above their shooting range and even kept himself balanced upon the weapons when stepping gracefully from one to the other when his weight almost made them give in. Such an agile display irritated Oogie as he growled with an annoyed frown, not realizing Ren running up from behind him and gunning him down. The bullets ripped through the air and pelted Oogie's back, making him groan in pain as he fell face first. In his run, Ren leaped up with the blades of Stormflower ready and fell towards Oogie but missed when his target rolled to the side and got back on his feet. In his stance, Oogie rolled another pair of dice. These ones seemed to be glowing and making a sizzling noise like a stick of dynamite being lit!

"Ren, look out!" Nora cried out, alerting her partner to the glowing dice. Ren barely had time to notice it and jump away before suddenly, the dice exploded where he was standing. Though he avoided the worst, the force of the explosion propelled him backward, painfully impacting against the pillar in the center of the pit. "GYAAHAHAA!" Oogie cackled as the rest of Team JNPR rushed to help Ren. "Ren, you okay?!" Jaune asked, helping him up. With a shake and rub of his head, Ren replied "I'll be fine." "Not for long!" Oogie taunted, rolling another trio of dice.

"Will you cut that out!?" Weiss yelled angrily. "Haaah! Sorry, snowflake! But a game like this just ain't fun if lives aren't on the line! Not mine of course, but yours. Now that'll be just fine...TWO!" The instant Oogie Boogie yelled the number, a pair of Wight Knights suddenly appeared in the pit. The sight of how few Heartless there were answering his call again made him growl with irritation. "Come on, you stupid Heartless! Where are you!?" he yelled as the greatly outnumbered Heartless were beset by his guests. He didn't understand why they were barely listening to him, even though he had the heart that Jack was using to control them.

Of course, as they took care of the Heartless, Yang followed Ren's example and made her way up to Oogie, sucker punching him right in the stomach. "What's wrong, Oogie? Thought we were just gonna lay down and die?" Yang's taunt only served to get Oogie even more angry, going by the growl he let out in response to her pun. She easily dodged his swinging...lack of fist, responding by kicking him in the head. "But hey, I guess I could see why a place like this would be considered a...para-dice to someone like you." Yet another infuriating pun made Oogie Boogie leap up and toss another batch of explosive dice. "You won't make a joke outta me!" Oogie yelled as the dice exploded, propelling Yang away from him.

Yang was laying on the ground after the explosive dice hit her and Oogie laughed at her before turning to the others in the pit. "Come on, baby." With another roll of the dice, Sora had an idea. He ran to the three sets and tried attacking them before they could fully land to get any results. Unfortunately he only managed to destroy two of them as the last dice landed on a one. "Buzz saw!"

"Buzz saw?" Jaune said worriedly when turning to the sound of whirling, sharp metal. Sure enough, a large blue and yellow roulette design with spooky images on the slots appeared. There was also what looked like a skeleton being eagle spread onto it. Jaune and Donald turned pale when they noticed the saw in question dangerously spinning right at them! "Buzz saw!" "WAAAAAK!"

The heroes scattered, trying to avoid the jagged edged piece of circular metal. Just as it was about to cleave Sora in half, Pyrrha focused her semblance on it, causing it to redirect into a wall and get stuck in there. "What?! Hey, that's cheating!" Oogie said with growing anger, looking ready to pop a vessel, not that he had any.

"You're one to talk," Yang said with her own rising anger as Oogie winced and turned to her, seeing her eyes glow red and her yellow hair look like a golden flame that further erupted as her fists clenched then slammed together at the knuckles. All the damage from Oogie's explosives was gathered and she was ready to pay him back for it. "You said it yourself. You don't play fair."

Now more afraid, Oogie ran away but Yang wouldn't let him get far as she blasted a bullet from her gauntlets and launched herself at him, one fist reeled back and an angered growl escaping the grit teeth in her frown. Right as her fist shot into the middle where Oogie's shoulders would be, she yelled out and released her stored up power, making Oogie yell in the most excruciating pain.

As Oogie flew backwards from the impact of her punch, he felt a bit...loose for lack of a better word. But maybe it was just his imagination. "Not foldin' yet!" Oogie yelled, releasing yet another batch of explosive dice. This time, Yang reacted in time to avoid them. But it was definitely annoying her how much he was relying on that cheap trick.

But Oogie didn't realize that she wasn't the only one who managed to get up there. For the sound of a youthful pair of yells from his side alerted him to Ruby and Sora attempting to slice him with scythe and Keyblade. With a terrified whimper, Oogie lurched away from their swings. At that point, the dice exploded, sending Sora and Ruby careening across the room!

"Ruby!" "Sora!" Thankfully, Yang and Goofy managed to catch them before they slammed into the wall. Letting out a relieved exhale, Oogie laughed at the dazed leader of team RWBY and the Keyblade Master. "Maybe I'll give you an Oogie special once I've taken care of you and your friends, Key-boy!" he taunted, unaware that there was a reason for that loose feeling that seemed to grown stronger, particularly after Ruby's swing.

And Jack soon showed the wicked Boogieman the reason for that as he reached up and grabbed...a loose thread from Oogie's body dangling on the blade of Crescent Rose! "How dare you treat my friends so shamefully!" Jack shouted with furious anger in his voice. A tone that nobody had heard until now. But it seemed that Oogie had brought out the worst in Jack as he tugged it, and ripped Oogie-Boogie's burlap sack body off at the bottom. The realization came too late as Oogie let out a ghostly cry of shock and horrified realization as a veritable pool of bugs began to expunge from the bottom of his body. Helpless to stop it, Oogie's sack sank lifelessly to the ground as the bugs that gave him life pooled around where he once stood. It ended as a tiny blue beetle fell from Oogie's perch and squirmed helplessly on the ground before them. And upon the sack that was once the boogieman...was the heart.

The display of Oogie's true appearance underneath was unsettling to many members of the group. Jaune looked ready to vomit as he held his mouth and stomach with a groan. Pyrrha was at his side in an instant while Weiss shuddered and turned to the side with with her eyes clamped shut. Nora cringed as she watched along with Ren, bracing themselves for their leader potentially getting sick. Blake and Yang stepped back with discomfort at the sight of the final bug squirming on the ground and Ruby ran behind her sister, muttering, "Ew, ew, ew, ew, ew, ew, ew." all the while.

When all that was left of Oogie was the sack and the heart he took, Jack sighed, realizing something the moment he noticed it stopped beating. "So that heart was a failure after all."

His words were a welcome distraction from the...buggy sight they were forced to behold. "How so?" Nora asked curiously. "He was only able to control a few of the Heartless at a time," Jack explained, turning to look at his companions. "And now, after he used it, the beating has stopped. I think that means whatever power the Heart had is gone."

Sora and Ruby felt bad for Jack. It seemed that Jack had realized, despite having good intentions, trying to control the Heartless was not worth the risk. Both the risk to himself and the risk to those he cared about. But also because it meant the dream Jack aspired to make happen wouldn't come to pass.

Meanwhile, out of the corner of his eye, Ren saw something else fall the sac that made up Oogie's shell of a body. He approached it and knelt down to pick it up and examine it. It was a piece of paper. One with a familiar, delicate and refined handwriting. He quickly held it up showing it off to his friends. "It's another one of those Ansem Reports."

His announcement caused everyone, sans a confused and curious Jack, to gather around him. "Oh my gosh, it is!" Ruby exclaimed as her eyes fell upon the paper. "Does that mean Oogie Boogie was working for Maleficent, too?" Goofy muttered to Donald. "Probably. Who knows how many she's working with?" Donald muttered back, finding it irritating since that meant somebody from another world, someone malicious, was causing such chaos across multiple worlds with the aid of people FROM those worlds. It was bad enough that she was apparently using the Heartless, but this wicked plot was sure to utterly shatter the world order if they didn't find the king soon.

Recovering from his nausea, thankfully NOT barfing this time, Jaune let out a small sigh. "Well we can read it once we get out of here...Which I reeeaaally wanna do." He'd had enough of this particular bit of Halloween Town to last a lifetime. Nobody objected in the slightest as they departed from the wicked, gambling boogieman's manor.

Now they just had to find the Keyhole and seal it.