A sorrowful silence fell over the chamber of the Keyhole. Sora's selfless sacrifice had freed the hearts of the princesses, but it seemed he had paid the ultimate price to do so. Now...he was gone.

"Sora? Are you really...?" Kairi mournfully spoke up, looking up to where the lights that rose from where her dearest friend had vanished The one who carried her heart through this entire journey, and gave everything to bring her back after Riku had lost himself to the very darkness he thought he could control...Sora was gone.

It was just too much. Too much for Kairi to accept. Her fist clenched to her chest as she frowned and furrowed her brow, fueled by the sorrowful denial lacing her trembling voice. "No. He can't be! I won't let him go!"

Ruby sniffled as she looked up at Kairi, unsure of what to say. The red caped huntress had been horribly affected by Sora's sacrifice, but she could only wonder what Kairi was thinking, what she was feeling at this very moment. She knew Sora better than any of them. More still, her heart was inside of him this entire time. She knew what he had done to get this far, how he always thought of her and Riku. And now...both of them were gone. HE was gone. "Kairi..."

Before her leader could say anything to attempt soothing Kairi, Blake's ears twitched when hearing a noise. She turned to the side, moving out of Sun's comforting hug as she raising Gambol Shroud again, announcing to everyone else, "You guys! We've got company!"

"Seriously?! Now?!" Yang bemoaned as she released her mourning sister and raised her fists. Nora and Ren pushed away from each other along with Weiss and Neptune, and Jaune and Pyrrha in the wake of the warning as well.

"Great. Just when all of us are in the red too." Jaune bemoaned as he raised his sword and shield.

The first thing they witnessed was a dark portal rising up near the left set of pipes leading to the Keyhole. Weiss growled with annoyance at the sight as she spoke up. "I swear, if it's more Heartless or Grimm, I'm going to-"

They would find it was neither as a man with long white hair that had three spikes on the top and sides of his head and dark colored skin with yellow eyes. He wore silver-white belled gloves with a grey wristbands, black pauldrons attached to a black, high collared overcoat showing a second, shorter white jacket underneath. and mostly unbuttoned to exposed his chest before being closed up by three buttons and two belts near his waist, only to flare outward again, leaving three buttons undone. On his chest was the Heartless emblem attaching his clothes together near his neck. "So. You have awakened at last, princess." he said as though pleased when looking to Kairi.

"Um...does this guy sound kinda familiar to anyone else?" Jaune asked, trying to mask the inexplicable sense of dread he felt in the wake of this man's sudden appearance. He could have sworn even though he'd never seen him before, that he'd heard his voice before.

Ozpin narrowed his eyes when scanning the man from top to bottom. There was something eerily familiar about him. His eyes widened with shock and recognition as he knew right then and there who it was. "No. It couldn't be. Could it?"

"You're...Ansem?" His voice sounded...familiar. She recognized it as the second voice with Riku, but...more than that. She couldn't quite remember, but it was eerily familiar. Even more so as he spoke again. "The Keyhole is now complete. You have served your purpose, but now it's over." he said with dismissive finality as he stepped closer to Kairi.

The implication of his words was clear, and it was more than enough for everyone to draw their weapons. "Don't make another move!" Donald demanded, trying to hide his own weariness, and how drained he was of magic.

"Do ya think we can stop him all by ourselves?" Goofy asked Donald nervously as he raised his shield.

"I don't know." Donald admitted. As much as he didn't want to, even he could tell something about this Ansem felt..wrong. Even more wrong than any of the villainous figures they fought so far. And the amount of power he drew from Riku alone didn't bode well in and of itself. How powerful was he by himself?

"We can't just do nothing..." Pyrrha said, though even she found herself doubting they stood a chance. Low on supplies, low on aura, low on stamina, and no Keyblade to aid them or seal the Keyhole. Things were looking dire. But like Pyrrha said, they couldn't just stand by and do nothing.

Ansem however paid no heed to them as he continued marching toward Kairi. He no longer needed her, or the other princesses. So he was going to dispose of her, and all of the others, along with anyone foolish enough to try and stop him. Before he could do anything however, he suddenly sopped in his tracks. His left arm shuddered, followed by his whole body trembling as if he was being held back by an unseen force. "Impossible!" he grunted out, struggling to overcome what was holding him back. No...WHO was holding him back.

Someone Ozpin seemed to sense immediately as his voice was filled with even more surprise, but also a shred of relief. "He survived?"

And to everyone's equal surprise, a familiar boy responsible materialized in front of Ansem, his body once surrounded by a dark aura, was now surrounded by one of golden light. "No! You won't...use me for this!" It was...

"Riku!" Kairi exclaimed in surprise, seeing the semi-transparent image of her other friend stopping Ansem in his tracks.

Before she or anyone else could ask any questions, Riku looked at them all with an expression of desperation. "You've gotta run! The Heartless are coming!"

The very instant he said those words, dozens of Shadows surrounded them in a circle. They were already being drawn to the Keyhole, and those near it. Kairi was reluctant to do what Riku requested, but between these monsters and the dangerous man Riku was barely keeping at bay, she knew it was best to do as Riku suggested. Donald and Goofy ran with her, the former screaming in fear.

"Come on, guys!" Ruby exclaimed, stowing crescent Rose to make her retreat quicker. As the rest of her friends and teammates followed her, Ruby glanced back from the farthest of them to see Riku still struggling to hold Ansem back as much as Ansem was trying to break himself free of his paralysis.

"What about the Keyhole?!" Goofy exclaimed, reminding them of the very reason they came to this horrible world in the first place. As long as it remained open, heartless would keep pouring out of it and spread further and further.

"Let's just get out of here!" Donald shouted, rushing ahead of everybody else. Without the Keyblade, they couldn't do anything about it.

"He's right! The only thing we can do now is get to safety!" Pyrrha called out as they ran toward the double door leading to the chamber.

Nobody had noticed Ozpin slowing to an eventual stop as they reached the entrance to the chamber. Only Ruby noticed as she skidded to a halt under the archway. "Professor?"

Ozpin stood where he was, still and resolute as a sentinel as he looked back toward the churning Keyhole. "Ruby...Forgive me." he said as he readied his cane. His unexpected apology was already causing Ruby great concern. "I left you and your friends a burden none of you should ever have had to carry. And now the folly of not one but two foolish old men have left a greater burden upon the shoulders of the young. I wish I could say more, but I've a feeling there's more danger here than Ansem, the Heartless or even the Grimm. You all need to get to safety. Make your tactical retreat and regain your strength for another day."

"But-"

Ruby's protests were stopped as Ozpin glanced at her over his shoulder with a sharp stare. "That's an order from your teacher, Ms. Rose. Go. Now."

Despite her reluctance and worry, Ruby did as her headmaster said and sprinted to catch up with the others. She hoped that whatever Ozpin was doing, he would be okay. She'd lost too many friends as is.

As Ozpin returned, he walked up beside Beast, who was still grief-stricken as he looked to Belle. Even after the light went within her, she didn't open her eyes. He almost stumbled when feeling the ground shake in the wake of the surge of dark power radiating from the Keyhole. "You! What is happening?" he said, demanding to know why Belle wasn't awake.

An understandable question, but not one they had time for. "Beast, you must leave." Ozpin warned.

Beast blanched in disbelief at the professor's words. He wanted him to leave when Belle was right in front of him, STILL not awake? "What?! But I-!"

"Belle's heart has returned to her. It's only a matter of time before she awakens." Ozpin assured him, looking back at the Keyhole. "Listen to me. My students and their friends need to escape but they're not in proper fighting condition. Go and ensure they escape safely. I will make sure Belle and the other princess' are safe. You have my word."

Glancing to Belle for a moment, Beast clenched his claws before running off where everyone else did. As much as he hated the idea of leaving Belle behind, something was telling him doing as Ozpin requested would be best. He seemed powerful enough and honest enough. Besides that, whatever happened to help Belle get her heart back, he was sure it was because of Sora and his friends. Not helping them after that would go against what Belle helped him learn during their time together. "You'd better keep it." he said in a low growl as he turned and bolted out of the chamber on all fours to try and catch up with the youths.

As Ozpin ascended the stairs leading to the Keyhole, he was greeted by the sight of Riku letting out a silent gasp. His resistance had faded...as was his body. "I didn't think you still had such rebelliousness in your heart. Nevertheless, it's too late to avoid your fate. Return to the darkness!" he yelled as the last glimmer of light where Riku once stayed vanished. With the last bit of resistance either dealt with or fleeing from him, Ansem looked toward the Keyhole, smiling wickedly as darkness poured out from within it. "Everything has finally returned to the darkness." he spoke victoriously as the Heartless surrounded him, but didn't attack him.

His gaze shifted toward the right stairway and his smile was met with Ozpin's glare. "Your mentor would be disgusted by what you've become." His words were met with mocking silence as Ansem allowed himself to be taken by the darkness, leaving Ozpin only with the Heartless for company. They were easy enough to dispatch, at least the first wave was, but even with his power, Ozpin knew he had limits. And he was growing weaker. "Ansem the Wise...How much more must the great legacy of a great man be tainted by the rampant lust for power?"

In the midst of his morose musings, Ozpin suddenly noticed one single shadow that had strayed from the horde. This one...didn't seem to move aggressively. It seemed to...move with purpose? Ozpin wasn't certain if he was imagining things, but the Heartless seemed specifically focused on where Ruby and the others ran. Though it seemed impossible, there was only one conclusion to draw from what...no, WHO this Heartless was.

It seemed he wasn't the only one who drew that conclusion. For as the Heartless jumped off the platform and attempted to follow the others, it stumbled backwards as its path was disrupted by...none other than Cinder. "Pitiful. You were supposed to restore the worlds, and now you're nothing but one of the very things you've been slaying. All because you sacrificed yourself for a useless girl." The magic user smirked derisively, raising her blazing hand before the Heartless's head. "Don't worry. I'll put you out of your misery."

"I wouldn't be so certain."

Cinder perked up when seeing Ozpin suddenly leap at her from the platform. She shifted her flames into a solid saber, clashing it with Ozpin's cane. The exchange caused her to skid backwards from his momentum before she pushed him back, putting distance between them as he regained his footing. He moved in again as their weapons clashed with surging intensity of Beacon's Headmaster and the new Fall Maiden. The Shadow watched them curiously before looking at the opening of the archway and hobbled off. Cinder saw it was gone and frowned to Ozpin. The professor adjusted his scarf with his free hand, saying, "I was right. You were the other danger I sensed."

Cinder scoffed, both hands set ablaze as her sword vanished. "Ozpin, the great and powerful. We never did finish our fight back in Beacon, did we?" she said confidently as she held her blazing hand out toward him.

As Ozpin and Cinder's battle raged, the lone Shadow pushed itself up and continued on its way, paying them no heed. By now, Ozpin had no doubt as to who that Heartless was. "Hurry! She's waiting for you!" he called out to the scurrying Heartless.

Cinder glowered at Ozpin, realizing he must have known something about that Heartless...apart from who it used to be. "You know you can't win, Ozpin. I can make it painless for you, if you'd prefer though. Much better than what SHE would do to you." she said with faux sympathy.

Ozpin's brow furrowed angrily as he readied his staff. "Whatever happens to me doesn't matter. When our world is restored, no matter what you may try to do to snuff it out, there will always be hope."

His prose made Cinder scoff. "Oh please. Spare me the flowery harangue. Our world is gone now. And once I'm through with you, I'll make sure to make Ansem pay as well for ruining everything." she said, flinging a series of blazing shards at Ozpin. Wearied though he was, he still managed to shield himself from them.

And as he rose back up, clashing his cane against her blazing palm, he looked her right in the eye and asked. "Are you sure it is Ansem you'll be making pay?"

His question made Cinder's brow shift with confusion. "What're you talking about?" she asked angrily. However, her demands were met with a series of Ozpin's afterimages striking at her. She barely managed to defend herself from his surprise attack, but she knew he couldn't keep this up.

Ozpin knew it as well. All he could do was try to stall Cinder until Ruby, Kairi, and everyone else escaped...and HE managed to reach them. Suddenly, a charging cinder skidded to a halt as her face shifted with surprise. Almost as if something was behind Ozpin. But no...not someTHING, someONE.

The next moment, Ozpinn looked over his shoulder and saw...a new figure. A man, from the looks of him, clad in a long, flowing, black cloak with his face obscured by an equally black hood. But the moment he turned to face the figure fully, his eyes immediately widened with even greater shock and...recognition of the face behind the feature obscuring black hood before him. "So it really was you after all."

The resigned professor's only response was silence...and then a flash of red light swinging down upon him.