My Little Pony: Sora's Misadventures in Equestria

by Codex92


Monstropolis (Part 2)

"Ok, it shouldn't be that hard to find Boo's door," Ocellus said to herself while keeping up with the trio of doors running down the conveyor belt to the section of the factory where the closet doors were stored. "White with some pink flowers. Pretty unique...I think." The doors soon turned around a corner and soon entered the storage unit, however, the moment they entered the unit, it was far bigger of a "room" than she or her mentor chaperones thought. While still keeping up with them, Ocellus's jaw hung open in awe and anxiety: the unit was more like a massive factory, conveyor rails twisting, turning, and splitting up to different parts of the building like a highway for doors, and there were hundreds of thousands of doors of all different designs imaginable crafted, leading to millions of children's bedrooms. It was like a huge hive, though much more spacious and highly organized as the doors automatically slid along the rails to their intended destinations. "...Oh...This...might not be so simple after all..."

Sora, Donald, and Goofy were just as surprised by the factory's incredibly massive storage space for their doors. It ended abruptly when, up ahead, several mage Heartless appeared over the conveyor rails. Vermillion Sambas and Gold Beats began charging their magic to blast them with their respective magic spells.

"Heartless!" Sora called out. Flipping up from the door to the top of the rail, Sora began grinding over the moving doors with his Keyblade summoned. "I'll cover you guys! Just hold on tight!"

"What did he call those? I thought he said our factory's infested with Unversed," Mike questioned.

"Just hold on!" Sulley said. "You remember how fast these doors move!"

With no choice but to hold onto their door for dear life, Mike trusted Sora to take care of these new pests. Ocellus summoned her own Keyblade to help, watching the mage Heartless carefully to avoid casting the wrong spell that wouldn't affect them. While keeping far back while still keeping up with the group, she watched Sora as he shot down the Heartless with beams of light as he aimed his Keyblade at them. She never knew Keyblades were able to shoot beams like that, and it didn't expend any of his mana from how rapidly he was firing at the incoming Heartless.

While observing how it was done as one of the many quick learners when it comes to magic, a pair of Gold Beats up ahead combined their magic power, causing a continuous stream of lightning to shock the top of the rail. Even though Donald, Goofy, Mike, and Sulley were safe underneath and Ocellus could steer clear of the raining thunder, Sora was definitely going to get shocked. With his quick reflexes, Sora was able to drop down, hang from a door he was passing by to safely cross the shock trap, then flip back up top to grind back on the rail.

Along with the two fire and lightning elemental Heartless, Marine Rumbas also appeared along the path to cause trouble. Some had slipped by Sora and went after Ocellus. She weaved around, avoiding the incoming magic spells, aiming her Keyblade and launched a volley of light beams at the Heartless. Destroying them, Ocellus let out a small cheer at her successful attempt, along with Boo letting out energetic babbles in a way that seemed like she was helping the changeling fight off the bad monsters.

The rail took a dip down to a platform nearby, one section splitting off to send more doors elsewhere while the other ended on that small bit of land. Sora hopped off while the two doors the others rode on had shifted onto that platform as well by the automatic switch. Donald, Goofy, Mike, and Sulley hopped off from the doors, letting them clatter onto the platform, where a few more doors stacked in a pile rested nearby, along with some more canisters of laugh energy, and some lighting and construction equipment scattered around. Ocellus let Boo down as she landed, taking in all of the doors that could be seen in the massive space.

"How does anypony manage to get around this place?" Ocellus uttered. "I thought the old hive was harder to navigate as a baby."

Looking around, Mike spotted a wooden door leaning against the wall. "Over here! We can take a shortcut through the doors!" The short monster ran over to the door, grasping the handle and opening it, but it just led to the wall it leaned against. Quickly closing it, Mike forgot that they weren't anywhere near a station to power the door to give access to what lies behind it. "It's offline. If we make Boo laugh, she can power it and every other door in this whole building for a good while!"

"Oh, that's easy! Donald, Goofy, and I are natural goofballs!" Sora gloated. "We can make her laugh in a heartbeat!"

Suddenly popping up in front of the group, Soldiers and a couple Vermillion Sambas rushed toward them. Boo let out a whimper, running away and headed straight for Sulley, seeking his protection.

"Not with Heartless scaring her!" Ocellus said as she readied her Keyblade.

"I'll keep her safe!" Sulley said, keeping Boo behind him as Heartless avoided the Key bearers and went straight for Sulley and Boo.

Sora, Donald, and Goofy quickly ran up to smack the Heartless away from the monster and terrified child. As they pushed them back and tried to get their attention, some that slipped through were smacked away by Sulley while Mike kept an eye on his friend's blind spot while keeping on the defensive. To help deal with the Sambas, Sora swapped to the Keyblade of Laughter and Formchanged it to their dual bubble gun form. He launched volleys of homing bubbles at the mage Heartless, making sure Boo was watching the pretty bubbles pop and stop the evil monsters in their tracks. Even his appearance while in this form looked silly: his jacket still turned pink with blue and yellow balloons rising and popping into confetti, but his fur had changed to an even brighter pink, and his hair looked a little more frizzy while keeping its spiky appearance.

It was starting to work. Boo seemed to be enjoying Sora's silly bubble slinging and his magic bubble guns, even when he wasn't holding them to fire bubbles at the Heartless. Large Bodies began entering the fight, but their armored fronts weren't a match for the unstoppable power of bubbles. When they thought they were doing a number on the Heartless, more just keep spawning. Several more Soldiers appeared around Sulley, scaring Boo even more. Hearing the little girl cry out in fear, Ocellus blasted back a Soldier she was fighting with Fire before looking over toward them. Seeing her traumatized, Ocellus scowled at the Heartless, refusing to let a young child like her get hurt, scared, or worse.

Flying over toward them, Ocellus transformed behind the unaware Soldiers, surprising Sulley as he witnessed her shapeshifting powers and what she turned into. Standing as tall as him, EXACTLY like him from head to toe, Ocellus turned into a double of Sulley, the only difference between them were the long eyelashes and the spots on her fur were pink instead of purple. She let out a monstrous roar matching the real monster's intensity, the sound managing to cause the Heartless to stumble and get stunned from the scary roar. She swung her arms, smacking the Soldiers away with as much strength as Sulley, joining by his side to help keep an eye on Boo.

"You're not harming a single hair on Boo's mane, you horrible monsters!" Ocellus shouted.

It was odd seeing a double of himself with a young female voice, but Sulley shook his head and focused on protecting Boo. With Ocellus's help, they were able to keep Boo safe from both ends, and Boo liked having another "kitty" to play with. They needed something more to get Boo to laugh to power up the doors, but the seemingly endless horde of Heartless made it difficult to do so. Sora suddenly got an idea after Ocellus startled the Soldiers surrounding Sulley and Boo.

"Guys, group up!" he called out. "I know what'll get Boo laughing and send these monsters packing!"

"But what about Boo!?" Sulley asked.

"She's gonna enjoy the show!" Sora used a couple Aeroga spells, sending the Heartless flying from the sides of the platform to keep them centered. The magic gale kept the Heartless from escaping as the monsters and his team gathered around him. "Rack them up with a team scream!"

Mike and Sulley got the idea as all six fighters reared back, then let out a combined scream as they put on their scariest faces. The shockwave from their combined roars stunned the Heartless and knocked them back a couple feet toward the wall. With them knocked for a loop, Sora glanced at Mike, then quickly turned to Ocellus and whispered something to her.

"R-Really? Uhh, ok?" Ocellus shifted forms again, this time copying Mike's body, but with light blue skin and one pink eye. "Why did you want me to-?"

Without a word, Sora suddenly grasped the back of Ocellus's head in his left hand, then hopped over to Mike and grabbed him with his right. "Huh? Hey, what are ya-?"

"Time to practice my bowling arms!" Sora said.

Mike and Ocellus glanced at each other, barely able to process what Sora meant when he suddenly leapt up and spun around. "Oh no! Wait wait wait!" Mike exclaimed.

After gaining enough momentum, Sora tossed Mike, then Ocellus, both screaming as they rolled across the ground like bowling balls. Both rolling green and blue monsters crashed into the racked up Heartless like bowling pins, the impact knocking the Large Bodies into the Vermillion Sambas floating above them and crushing them under their heavy bodies. All the Heartless perished in a puff of dark mist, leaving both Mike and Ocellus rolling to a halt, their single eyes spinning in dizziness.

Boo started laughing, which echoed in the vast space of doors and machinery, along with the simultaneous hum of the doorways activating, including the door sitting against the wall. "That's a turkey!" Sora cheered as he flexed his arms.

"A turkey is when you get three strikes!" Donald said. "That only counts as one!"

"And I used two bowling balls for one strike, which counts as three!" Sora argued.

"Uhh, I don't think that's how that works," Goofy said. "I haven't been bowling in ages."

Sora reverted back to normal, letting out a heavy breath and clutched his head. "Oh man. Formchanging with Laughter really makes me feel like Pinkie Pie," he said.

"Oh, sure. That explains it," Donald uttered skeptically.

Ocellus changed back to her normal self as well, rubbing her head with a small groan. "I wish I knew what the plan was in advance before we got bowled over," she mumbled.

"At least we got Boo to laugh," Mike said. He quickly shook his head, snapping out of his daze and got back up. "Let's hurry and catch up to her door before we lose track of it."

Mike stumbled slightly, still feeling a bit dizzy as he walked over to the door. Ocellus heard Boo giggle as she ran up to her and hugged her leg again.

"Horsey kitty!" she gleefully squealed.

"'Horsey kitty'?" Ocellus repeated, giving an amused giggle at the addition to her pet name.

"I didn't know you were a monster that could shapeshift," Sulley said with a curious grin. "Never heard of any monsters who could do that."

Ocellus grimaced, knowing Sulley didn't really mean to specifically describe her as a monster, but she began feeling self-conscious about herself. "I-I...I umm..."

"She's actually from the same place we came from," Sora answered. "There's a hive of them, but they prefer to live in seclusion. Ocellus is one of the few who wanted to see what else lies beyond their home, so we helped set her up with our job."

"Really? No wonder Ocellus looks a bit bug-like," Sulley thought aloud.

Ocellus was relieved to have Sora come to her rescue with an excuse. Not wanting to waste anymore time, she scooped Boo up in her hooves and followed the others to the door. Mike opened it and rushed inside with the others following suit. The door clearly led into a bedroom, which was thankfully unoccupied, making their way through the house to another bedroom's closet door and returned back to the world in another section of the storage building. They made sure to close the doors behind them so no one else discovered a monster world hiding in their closets, back on another platform with another rail nearby.

"Look! Over there!" Goofy pointed out.

In the distance on another rail, Boo's door came swinging along and headed further into the back of the building. "Time for another ride," Mike said.

"Then what are we waiting for!? Get that door!" Sora said as he ran on ahead, leaping onto the rail and gave chase. The others hurried and caught a ride on a passing door with Ocellus following along through the air. There were more Heartless flying around to try to knock them off, along with more lightning blockades to throw Sora off. Ocellus backed him up by firing at the mage Heartless while Sora hung onto a door to avoid getting shocked as they spiraled up to a higher level on the rail system. Spotting Boo's door on the other rail across a wide gap of air, he made a huge leap for it. "I got it!" He misjudged his jump, barely grazing the bottom of the frame as he began falling. "I don't got it!"

Ocellus gasped as she watched Sora fall, but thankfully, there was a lower rail beneath it that helped catch him. Sticking with Donald, Goofy, Mike, and Sulley, she blasted Heartless that came after them with her new light beam attack. Boo helped by cheering her on, being mindful not to move too much to distract her friendly pony kitty and drop her. A few more turns and dips led them to the same rail Sora landed on, heading toward another platform around the last third of the building. Some more Heartless appeared as Sora reached the end, already taking care of them before the others arrived with his techniques.

The others soon arrived with a Heartless free landing, but they lost track of Boo's door. There was another door against the wall, quickly rushing through and find their way back to the monster world. Upon their return, they found themselves in an actual storage room, where hundreds of doors were set up and organized on rails spanning a few levels in rows of twenty. Each of their lights on top were on thanks to Boo's laughter, meaning all of them were accessible and leads to hundreds of thousands of children's bedrooms.

"Wow. That's a lot of doors," Donald said.

As the guests gawked at the number of doors, Sora noticed a few sections over in the far corner that had closet doors he's seen before. Curious, he walked over to a simple, rustic wooden door, spotting a small etch of an apple carved around the door handle.

"Wait...Don't tell me..." Reaching his hand to the knob, he slowly twisted it and slowly pushed it open just a crack. Peeking through the gap, Sora's eyes widened; he recognized the bedroom, and it belonged to a certain little Apple filly. It was late and the lights were out, but this was definitely Apple Bloom's room, and the filly was sound asleep in bed. "No way. They even have doors leading to Equestria's bedrooms?"

Hearing a skittering that didn't come from a pair of hooves, Sora grimaced, recognizing the sound of familiar paws padding across the wood floor to hear what the strange sound was. He froze when Winona was seen, spotting Sora peeking through the door, letting out a low growl at first before grunting in confusion when she sniffed. Even though he looked different, the collie recognized his scent, wagging her tail and panted happily. Sora tried to shush her, but the dog started yipping, wanting to come through to give him a few sloppy welcome home kisses, which began waking Apple Bloom up.

"Winona, it's bed time," she mumbled tiredly, rolling over and burying her head under her pillow to stifle the family pet's excited cries.

Sora quietly closed the door, getting Winona upset as she barked and scratched at the door, which he could hear from the other side. It eventually came to a stop when Apple Bloom grabbed Winona's collar and dragged her out of her bedroom before she fell back to sleep with a huff. Letting out a breath he had been holding, Sora glanced at the other closet doors.

"Best be careful not to alert pets when going through a door," Mike advised Sora. "Probably not as 'toxic' as kids, but they could get their parents if something's wrong. Or they could attack you, depending on how aggressive they really are."

"How long has this company had these doors?" Sora asked curiously.

"You know, that is a very good question," Mike said as he looked at the rows of doors. "Most doors are kept since some families will tend to move to a new address, but any with a child living there who doesn't get scared gets shredded. There's another company that manufactures these doors, and we can get the same one after some time." He then gestured to the door Sora checked and the few rows he figured led to Equestria's foals bedroom doors. "These ones, however, we just got them shipped in a few weeks ago. Haven't had the chance to see what's beyond them, so until they're safe with potential kids to make laugh for energy, best leave them be for now."

"Good to know," Sora uttered.

"Let's check if Boo's door got stored on the other side," Sulley said as he led the way.

Mike and Sulley led the way, but Sora lingered behind as he looked back at the doors. "What was behind that door?" Ocellus asked curiously.

Making sure Mike and Sulley didn't hear them, ignoring Boo since she was still too young to fully understand them, he lowered his voice to explain. "These guys have doors that lead to bedrooms in Equestria."

"Really?" Goofy asked.

"Yeah. I just opened a door into Apple Bloom's room, and Winona almost got me caught," Sora said.

"They even have passages to Equestria here," Ocellus uttered. "They must have access to every single world from here."

Sora snickered as he looked back at Apple Bloom's door. "Oh, all the foals are going to be in for quite a surprise when these guys register their doors."

Donald and Goofy joined, having the same exact thought to the foals' reactions to a scary monster doing something hilarious when they're supposed to be sleeping. The group hurried back to the two monsters before they began to get suspicious of their lagging behind. They didn't walk far as they came upon a shuttered doorway, finding Boo's door leaning against the metal shutter with the company's logo.

"There it is!" Sulley called out.

"Well, that wasn't so hard to find," Donald said.

While Sulley took Boo from Ocellus's hooves, the changeling found it slightly odd. The door was running along the railway back in the expansive building, but if it was still being taken to its spot in a storage room, why was it suddenly out here, nowhere on any rails, and placed suspiciously against the shutter? Before she could voice her opinion, Sulley was already running on ahead with the others following after, eager to get Boo back home safe and sound.

"W-Wait, hold on. This doesn't make any sense," she said, but she didn't speak loud enough for them to hear her. Sulley opened the door and ran inside, the other guys passing through while she flew over to catch up. "H-Hey, wait!" Goofy was the last to pass through, but he left it open for Ocellus to shut on her way through. Just as she reached the doorway, she let out a yelp when something suddenly smacked hard in the chest, sending her falling on her back. She sat up, wincing a little when she looked back at the door, only to gasp when she saw the same blurry phenomenon back in the laugh floor. The door slowly closed shut as she watched the flowers on Boo's door move slightly. "W-What is going on?"

A chuckle suddenly came from the door, startling the changeling. "A little something I'd like to call getting revenge." A huge portion of the door suddenly shifted from its white wood and painted pink flowers to a lizard-like creature with purple skin clinging to the door. Shocked, Ocellus sat and stared at the monster as he revealed himself. Twisting his neck, giving her a squinty-eyed look with a devious, sharp-toothed grin, he gave her a condescending wave. "No little horse monsters beyond this door."

As swift as the lizard he was, he opened the door and slipped right inside, quickly shutting the door shut behind him. Her suspicions were right; the door that monster blended in with was only a plain white door, and his camouflage was the result of the odd "distortion". Ocellus had no idea who this new monster was, but if he was after Mike and Sulley, she had to hurry and warn the others. Getting back up, she ran to the door and was just about to reach for the handle. From behind her, a fireball of dark flames suddenly flew over her head, striking the light and shattered the plastic and bulb to pieces. Ocellus nearly tripped when she heard the spell fly over her head, gaping in shock at the damage. She quickly grasped the handle and tried to push the door forward, only for it to stop partially when it smacked against the shutter.

"Oh no!" she cried out.

"Well, well, well. Look what we have here." Frozen in fear, Ocellus's ears quickly drooped. She gulped, dreading to turn around and face the owner of an eerily familiar voice. Slowly turning her head, she gasped and backed up into the door. Slowly stepping toward her, their body was fully concealed underneath a dark purple and red full-body suit of armor, their face concealed underneath a dark visor of a helmet, but she knew exactly who this "monster" was; Vanitas. His Keyblade, Void Gear, draped over his shoulder, a small wisp of steam dissipating from the tip of the blade, the source of the dark fire spell that destroyed the power to access the door. "You lose your way stumbling into this world? Or are you one of them?"

Ocellus shook like a leaf, clearly unprepared for an encounter with Vanitas. "...'T-Them'? W-What do you m-m-mean?" she asked, hoping that playing dumb would spare her.

"Don't play dumb with me," Vanitas said, making the changeling tremble harder as that plan didn't work. "Luxord has the others playing his stupid little game of 'Guess the New Key Bearers'. And that's holding very valuable information from the whole Organization." He scoffed as he continued his approach, waving his hand in frustration. "All of you looked the same in your old forms, aside from old queenie and one of her higher ups I beat without so much as a hitch in my breath, and it sickens me looking at a bunch of butterfly horses who suddenly lost whatever backbone they never had to begin with. Six new 'apprentices' from Equestria, and if you're here, then Sora must have dragged your sorry tail here for a field trip."

Ocellus kept her back pressed against the door, unable to call for help if she wanted to. Vanitas suddenly warped in front of her, making her scream and skitter away from him on the wall faster than that monster that slipped inside the door earlier. Vanitas watched in amusement, barely phased when his hunch was right as Ocellus summoned her Keyblade, aiming it shakily at him with her hooves firmly planted on the wall.

"S-S-S-Stay back," she warned weakly.

Vanitas burst out laughing at the pathetic attempt to seem menacing. "You have got to be kidding! You actually have one!?" he asked in disbelief, bringing his free hand to his head as he laughed even harder. "They must be losing their minds! First was a griffon, then a dragon, and the lowest of the low they could have recruited was a pathetic little grub!?" Ocellus's resolve wavered, but she kept her Keyblade ready to fire in self defense. Vanitas suddenly stopped laughing, staring intensely at her through his visor. "...Don't make me laugh."

He took one step, then suddenly disappeared. Ocellus panicked as she looked around, only to get smacked off the wall from above, losing her magical hold on her Keyblade, crashing to the ground with a painful thud. Vanitas landed behind her, snatching her weapon from the air and examined it. From inside her saddlebags, Jiminy poked his head out, incredibly concerned after seeing Ocellus split up from the group. He sneakily hopped out and went up to the changeling's ear.

"We have to warn Sora, but you need to get as far away from him as you can," he advised the timid changeling teen.

"What a worthless blade," Vanitas said. Ocellus grunted as she crawled away from him, glancing back to see him holding her Keyblade. "There's no power in this. And so poor in design. It's just a glorified saber. I bet you even gave it a crummy name."

Ocellus managed to stand up, wincing from the pain from the blow and impact, slowly backing away from him. "I-I...n-named it...S-S-Shapeshifter," she mumbled.

Vanitas snorted. "Oh, the irony. Especially when you and your kind are evil shapeshifting bugs. How about 'Worthless'!?" Vanitas swiftly flung Ocellus's Keyblade at her, making her shriek and duck before it struck her. She heard it slam into a metal beam behind her, taking a peek back to see it embedded in the metal, practically piercing it. Quickly getting back up, she summoned Shapeshifter back to her, backing away as Vanitas came walking toward her again. She didn't know if she could outrun him with how fast he moved, and the only way out was back through any of the doors back where they came from. Suddenly, her body stopped, confused as she suddenly stood up on her hind legs, Keyblade held in her right hoof while the left was outstretched and aimed at the heartless half of Ventus. "Hmm? The hell do you think you're doing?"

Stunned, Ocellus's body refused to move. The only stance she had mimicked since they got to this world was Sora's, unlike the multitude of shifts into her other masters' or friends' stances. It was similar to Riku's, but the way she stood displayed it as a means to strike powerfully, not swiftly. A look of terror spread across her face when she realized she must be mimicking Vanitas's stance.

"Ocellus, what are you doing? You can't fight him," Jiminy hissed nervously.

".......I-I...I can't move," Ocellus whimpered.

Vanitas let out a small chuckle. "Really? You think you can fight me and live to tell the tale?" he questioned. "Big mistake. And if you're trying to copy me, that stance doesn't truly suit a sniveling, whimpering grub like you." Vanitas slowly stood in his stance with a smirk behind his visor, relishing the fear he struck in the quivering changeling. "I supposed I'll let you entertain me...for one second." He then charged forward, shortening the distance between them in barely one single second. Ocellus flinched, but her body refused to move. "One!" Vanitas slashed at her, hearing her cry out in fear, but as she was about to fly back, her body suddenly froze, then phased out of existence, startling him. "What!?"

Reappearing above where she stood, Ocellus had swiftly spun around and bucked Vanitas hard in the face. He stumbled back from the shock and the surprisingly powerful sucker kick, especially as his helmet got knocked off his head from the blow. As Ocellus stood back upright in Vanitas's stance, she was just as stunned, but even more terrified that she was somehow able to land a hit on him AND copy his fake out phasing counterattack. She knew she didn't baffle him; she ticked him off.

"Ocellus, run! Now!" Jiminy exclaimed, but the changeling was too struck with fear to move, even if she did have control of her body again.

Vanitas had his hand over his head, shaking off the startling blow. Ocellus was able to see his face, but in this monster world, his form had changed to fit in with the inhabitants of this world as well. It didn't help that his appearance was actually an exact duplicate of Sora's, but with black hair, his fur as a monster was a very pale black, and his eyes were an ominous yellow like the Heartless' eyes. His hand hid the left side of his face, but as he removed it, she saw the scar running across his eye, remembering how bloodied he was after she and the other reformed changelings caused Chrysalis's throne to break apart. The scar made him stand out compared to Sora, but it only made him more menacing as he glared intensely at her.

"You shouldn't have done that," Vanitas growled, bearing his sharper fangs. "I was going to kill you swiftly, but now, I want to painfully pluck those wings of yours off your back and torture you until you BEG me to turn you into a Heartless!"

With a roar, Vanitas sprinted toward Ocellus. Panicking, Ocellus shut her eyes and thrust her Keyblade forward.

"Blind!" she shrieked, releasing a blinding flash of light that illuminated the entire room.

Vanitas yelled, only seeing white as he came to a stop, holding his hands up to his face. "AHH! MY EYES!" he screamed. "You worthless little-!"

Ocellus scrambled away as Vanitas began flailing his Keyblade blindly, having no bearing of where he stopped. "Ocellus, get moving before he can see again!" Jiminy said. "Hurry!"

Dismissing her Keyblade, Ocellus ran back to the doors, her hoofsteps echoing in the enclosed space, further disorienting Vanitas. "Where the hell are you!?" he demanded, slicing through the same beam he flung her blade at. "DAMN IT! When I find you, I am going to tear you limb from limb!"

Ocellus didn't stop, tears streaming down her face in sheer terror, but the adrenaline flowing through her told her to keep moving and stay as far away from Vanitas as possible. She slid to a halt, looking around at each door, unable to pick which one to go through.

"W-W-Where d-do I g-go?" she whimpered. "W-Which way!?"

"Just pick a door! Any door!" Jiminy said, not wanting to rush Ocellus, but time wasn't on their side once Vanitas regained his vision.

After several long seconds, Ocellus finally picked a door at random. She fled into another section of the plant, closing the door shut behind her. The door led her into an office space, but it seemed to be located somewhere in a more machine oriented part of the factory. Conveyor belts with different parts being fused together or set up to be melded by robotic arms with lasers or claws. She heard a low hum come from the door she came through, which powered down as the laugh energy seemed to run out for the conjoining doors. Safe for now, Ocellus's legs gave out, and she began to sob.

"W-Why...? Why did I h-have to be the one to r-run into h-him?" she whimpered, pulling herself under a nearby desk and curled into a ball.

"It's ok, Ocellus," Jiminy assured, rubbing the terrified changeling's head. "You got away. I'll contact Sora and see if they're anywhere close by."

Pulling out his Gummi phone, Jiminy tried to contact Sora while comforting Ocellus. She had never felt so scared for her life. Pharynx may have been rough with her when he insulted her lack of courage, but Vanitas, when he was in the hive to assist Chrysalis's new invasion plan, he wasn't as aggressive or deadly then as he was now.


When the changelings were formerly evil, Ocellus was just like every other changeling in her hive: black chitin skin, sharp fangs, a slightly curved horn, green near-transparent wings, holes in their legs, always the same and sometimes not so easy to tell apart. She was watching her siblings "training", wrestling and hissing at each other to be just like their queen's future soldiers. She was like Thorax, weaker than the other changelings around her age, too shy and timid, and was always picked on by the other changelings. But, unlike the deserted changeling, she didn't have someone there to keep her peers away from repeatedly mocking her like Pharynx did for Thorax. She hated being constantly hungry and stealing love from ponies while pretending to be one of them.

Her ears perked up when they heard a commotion going on nearby. With the constant changing of openings throughout the hive, it was sometimes hard to tell if it was farther away or closer to where she currently is. Leaving her siblings to their competitive wrestling, she flew through the hive, wondering what was happening. As she appeared to make her way to the throne room, she froze when she watched a pair of changelings carry back Pharynx, who was currently unconscious and badly beaten.

"W-What happened?" she asked.

"There's...an intruder who is like us, but...not," one of them said, confusing Ocellus.

"He easily whooped Pharynx with one kick. He's just as powerful as that Sora pony," the other said. "Looks just like him, too."

"Best stay away from him if you don't want to get him upset, grub," the first changeling added, ushering the second changeling to continue moving to get Pharynx laid down to recover.

Ocellus frowned, sighing sadly. None of the changelings called her by her name aside from Thorax when the two passed or her parents. Despite the warning, she was curious to know who this new changeling was who entered their hive. She even heard about Sora and his immense power, unable to take part in the Canterlot wedding invasion due to her lack of strength. Flying through several opening and closing caverns, she came to a halt when she found the mystery changeling, standing before a group of changelings as he sized them up.

"Alright, since queenie is on a bit of an ego trip, I'm gonna make sure her plan of hers goes smoothly," Vanitas said. "This plan of hers to take over this pitiful world is brilliant, but if we're going to trick every single creature that has more than half of your brains, you'd better match the personalities of who you're going to be impersonating well enough to fool them." The group before Vanitas mumbled to each other, a couple glowering at him for insulting their kind. Glancing over at the naysayers, he swiftly warped in front of them startling the whole group with his speed. "I'm sorry. You want to share something with the rest of the class?"

"N-No! No, sir!" one of them quickly said.

Vanitas smirked, relishing the fear they had of him. "Good. Because those should be the ONLY words I should hear if you so much as disrespect the likes of me under your breaths." Ocellus gawked at Vanitas's speed, gulping nervously. He definitely had superiority when it comes to power if he was able to beat Chrysalis's strongest soldiers. From behind her, she didn't see a Flood glide along the floor beneath her, popping up to leer at her. Her ears twitched when she heard it twitch, turning her head and shrieking at the sight of it. She wound up alerting the other changelings, but Vanitas lazily glanced over to her as she backpedaled from the approaching Unversed. She continued backing away from it, the other changelings silently making way as she headed toward the new changeling commander. Her flank bumped into him, realizing the Unversed had stopped, but her ears drooped and she gulped louder, realizing who she walked back into. "Spying on my operation, runt?"

Trembling, shifting her eyes, begging for the other changelings to help her or give her some advice, but they didn't make a single move. "...U-Uhh...N-No, sir?" she responded meekly.

Smirking, Vanitas chuckled, giving Ocellus a slightly rough pat on the head. "See that? Not even picked by your queen for this spec op, and this little worm knows her place better than you lot." Ocellus winced slightly from his rough patting, scared to move away and anger him. He suddenly spun her around, forcing her to face him and his sadistic grin. "So, since you want to barge in on something important, what good can you do in this place?"

Ocellus stammered, feeling put on the spot, knowing the other changelings know about her poor talents in espionage and combat. "I-I-I-"

"She's worthless," one of the changelings called out, making Ocellus wince.

"She can't transform into anything useful, and she can't even fight an infant changeling grub that just hatched," another said.

"I wonder if she's secretly took wimpy lessons from that deserter Thorax before he up and disappeared," a third said, making all the changelings hiss with laughter.

"Yeah, good riddance to that useless waste of space." They all laughed even harder as they made fun of Thorax, along with Ocellus as the changeling whimpered and tears began to well in her eyes.

Vanitas didn't look amused. More annoyed than ever as their briefing got derailed significantly thanks to Ocellus. Stomping his hoof on the ground, the small tremor he made quickly silenced the guffawing soldiers and stand at attention. Scoffing at their pitiful attention spans, he glanced down at Ocellus, grasping her horn and forcefully tilting her head up to look at him.

"Ever hear of a weak link in a strong chain?" he questioned the frightened and humiliated teen changeling. Whimpering, Ocellus shakily shook her head. "I don't know who this Thorax guy was, nor do I even care to know. If he was useless to your hive, then it's best to cut that link off before it became its downfall. Are you that new link that needs to be hacked off, or are you going to prove your worth to your little kingdom's future conquests?" He didn't give Ocellus a chance to respond, letting go of her horn, then pulled out several pictures to show her, each of them of the Mane Six. "Pick any one of these girls, turn into them, and let's see how good of an actress you are."

"Oh, this oughta be good," one of the changelings uttered, though loud enough for Ocellus to hear.

Ignoring the sniggering changelings, Vanitas dropped the pictures and stepped back to see the star of the stage at work. Highly pressured, upset, and tearfully humiliated, Ocellus hyperventilated. She wasn't able to focus, never wanting to be a part of this when she was only curious to know who had managed to best Pharynx. Her ears drooped when she heard mocking whispers behind her, upsetting her more as she sniffled, trying not to break down crying in front of this powerful changeling.

"Well? We're waiting," Vanitas growled impatiently. "Transform and impersonate one of them." Her body shook, trembling from anxiety and misery. Vanitas scowled as he watched the changeling begin crying. "Stop wasting our time AND DO SOMETHING USEFUL!!!!!"

Startled from the outburst, Ocellus cried out and transformed, but she turned herself into a small rock, wanting to hide away from Vanitas and the rest of her hive. There was a moment of silence before the changelings all burst into an uproar of laughter. Vanitas looked down at the trembling, sobbing rock with eyes, sighing in irritation.

"We told you she was a lost cause!" one soldier said through his gasps for breath. Vanitas gave the group a harsh glare, silencing them again as the one who spoke cleared his throat. "Uhh, sir."

Looking back at Ocellus, he picked her up, hearing her let out a terrified whimper, squinting her eyes open to stare into his. "What a worthless little grub you are," Vanitas said. "You should be lucky you were ever born at all. Go crawl back under a rock where you belong."

With his other hoof, Vanitas flicked Ocellus hard, sending her flying through several corridors of the hive. She grunted when she landed and tumbled across the floor, shifting back to normal while still rolling before collapsing on her stomach. Ignoring the pain from the flick and rough landing, Ocellus crawled into a nearby alcove, curled into a ball, and cried herself to sleep.


In another section of the factory, Sulley burst through the door, his relief of getting Boo back home in her bedroom quickly dashed when the door led them elsewhere. "Where...? What happened to Boo's room?"

Mike seemed just as confused as Sora, Donald, and Goofy came through. "What's going on? Did we take a wrong turn somewhere?" Sora asked. As they turned around, they noticed the flowers that were supposed to be on the other side of Boo's closet door were nowhere to be found. There was also a distinct lack of a teenage changeling who was supposed to be following them. "Ocellus?"

"Your little friend is currently busy at the moment." Standing in front of the door, a pair of eyes and a mouth suddenly appeared where the voice came from. Mike and Sulley gasped in shock, recognizing the voice and the body revealing itself from their hidden camouflage state. "And this is the last turn you two losers will ever take."

"Randall!?" both monsters exclaimed as they both glared at the chameleon-like monster.

"You know him?" Goofy asked.

"Unfortunately," Mike said. "We banished him after he helped our former boss of this company, Waternoose, try to steal scream energy from kids after kidnapping them from their rooms!"

"He was also Boo's scarer," Sulley added.

Boo even looked mad at Randall, no longer afraid of the reptilian monster. "How did you even get back here?" Mike questioned. "Sulley and I pushed that door over the edge and shattered it to pieces!"

"Yeah, and I almost got turned into someone's wallet," Randall said with seething annoyance. "But, luckily, a nice guy came along and fixed the door up for me. Now I'm back, and I'm gonna be top of the leaderboard. Permanently."

Mike scoffed at Randall, but before he could gloat, Sora stepped forward with a scowl. "You're working with Vanitas?" Sora questioned.

"And just who are-?" Sora rushed forward, startling Randall as he was suddenly tackled to the ground with the wielder's Keyblade summoned and aimed for his head.

"Where's Ocellus!? What did you do to her!?" he exclaimed, not in the mood for the despicable monster's snarky comments.

"The bug horse? She's in another meeting," Randall said, giving Sora a conniving smirk.

Greatly worried, Sora let go of Randall and rushed to the door. He grabbed the handle and pulled it open, but the passage through was gone and he only saw the wall on the other side. Looking up at the light, he and the others gasped in shock; the door was powered off.

"The power's out!?" Donald squawked.

"Oh no!" Goofy shouted.

Sora repeatedly opened and closed the door a few times before leaving it closed, his face turning pale. "That's impossible! Boo's laugh was able to keep those doors powered on for an hour without being locked in a power station!" Mike said.

"Maybe that laugh energy isn't all that's cracked up to be," Randall said. "Or, maybe the other side got broken by 'accident'."

Fearing the worst, Sora turned back around with a growl. "You'd better fix this door, or I'll make sure your permanently banished from existence, you eight-legged lizard!"

"I'm not a mechanic; I'm a scarer," Randall said. "And thanks to my new friends invading the factory, I'm able to get all the negative energy I need for my grand master plan to wreck this company and ruin Sullivan and Wazowski forever."

Too busy with his monologue, Randall's three fronds atop his head were suddenly yanked hard by Sora, who promptly flung him back toward the door, then clasped his throat in his free hand and aimed his Keyblade at the monster once more. "Not while we're here," he growled menacingly. "I swear, if Vanitas does anything to hurt Ocellus, you're not going to live long enough to regret crossing me."

Even though his windpipe was getting crushed, Randall let out a small chuckle at Sora's aggression. "You'd have the makings of a great scarer if you weren't such a goody two shoes like those two, kid," he said. Randall suddenly writhed wildly underneath Sora, smacking him back with his tail. Caught off guard, Sora grunted as he fell back, vaulting back up on his feet and prepared to strike, but the monster was swift as he got back up. "Your little laugh collecting isn't sustainable. Once junior chorts their last chortle, you gotta start over. But negative energy? Sadness? Fear? Give them something that'll really break their hearts, and they'll stay miserable forever. We'd never have to worry about energy again."

"We're not gonna let that happen, Randall!" Mike said.

"I'd like to see you try and stop me," Randall taunted. "Consider your careers officially over."

Randall began to slink off, camouflaging himself as he disappeared, his chuckles echoing throughout the halls. "Hey! Get back here!" Sora shouted, but he was already long gone. Forgetting about Randall for now, Sora looked back at the door they came through. Ocellus was trapped back where the doors were being stored, and Vanitas is here and possibly hunting her down to kidnap for the Organization's ranks. "This is bad. Ocellus is in trouble."

"Who was this Vanitas you mentioned?" Sulley questioned. "And why is Randall working with him?"

Sora looked to Donald and Goofy. The mage and knight were just as worried for Ocellus's safety as much as Sora was, and despite the cardinal rule of protecting the world order, it technically could be allowed since the monsters are able to transport themselves to other worlds via special doorways. Granted, they can't reveal every piece of information about themselves, but with one apprentice who's much more vulnerable and defenseless against the negative side of Ventus, they trusted Sora to give just enough to explain the situation.

"...Vanitas is the one responsible for bringing the Unversed here," Sora said.

"What!? You mean this Vanitas guy's the one who infested our company with those things!?" Mike exclaimed in shock.

"But why is he after Ocellus?" Sulley asked.

"He's actually part of an Organization, and they're after her to force her to join them," Sora said.

"We're trying to train her to fight creatures like the Unversed and Heartless, but she's still new to going out farther than her home," Donald added.

"There's other students of ours who are also in trouble, but right now, they're after Ocellus if they found out who she is," Goofy added as well.

Mike and Sulley looked at each other, confused, while Boo just stared curiously, having no idea what's going on. "What makes her so special? That she can shapeshift and turn into anything she wants?"

"That's confidential. We can't explain anymore than that," Sora apologized. Clenching his fists, he let out a growl and began pacing nervously. "This is bad. Aqua is going to kill me." After several seconds of worried pacing, a ringtone from his jacket pocket startled him. "Ugh! Who's calling me at a time like this!?" Reaching in his pocket, he pulled out his Gummi phone and answered the call. "Huh!? Jiminy!?"

"Sora! Thank goodness!" the cricket exclaimed in relief. Through the camera feed, Sora saw Jiminy holding his miniature device, and he was relieved to see Ocellus behind him. "We just had a close call with Vanitas, but we managed to give him the slip."

"What happened? The door got disconnected, and we got tricked by a lizard monster who could change their skin to blend in with everything." Jiminy explained what had happened on their end as Donald and Goofy joined Sora to see into the phone. In the background, Ocellus was sobbing and shivering, completely traumatized by the run-in with Vanitas and escaping. As impressive as it was to hear Ocellus actually got a hit on Vanitas by using his style and technique, the encounter was far too much for the timid changeling to handle. Mike and Sulley could hear their conversation, both of them grateful to know she was ok, but they could hear just how scared she was. "...Ocellus, are you ok?"

"...N-No," she whimpered. Despite towering over Jiminy by several dozen times his height, Sora could see her tear stricken face. "V-Vanitas is really m-mad...He wants to kill me!"

"Ocellus, you need to calm down," Sora said. "I won't let him get anywhere near you. I promise." Ocellus wanted to believe Sora, but she had no idea where she was and how far apart she got split up from the group. While she tried her best to calm down, Sora looked up from the Gummi phone to Mike and Sulley. "You two have any idea where we are right now?"

"My best guess is we're somewhere down in the basement levels of the factory," Mike said.

"Ok. Jiminy, what do you see where you're at?" Sora asked the cricket.

"Uhh, let's see." Jiminy left Ocellus for a moment, looking up and giving Sora, Donald, and Goofy a visual of the area they were currently in. "I think it's an office or a viewing window. I see a hallway up on a higher floor from here. Not exactly a safe environment to climb down these shelves and crates with an open space like that." He then turned over to the windows overlooking the manufactured parts on the conveyor belts. "There's also some machinery that's part of some sort of manufacturing line."

"Manufacturing? In a power plant?" Goofy asked curiously.

"Maybe for the canisters or something," Donald guessed.

"I think I know where that is," Sulley said. "Mike and I worked hard to get to where we were, so we know a bit of the layout of this whole factory."

"Unless you don't count that secret passage Waternoose and Randall built to make that machine to forcefully steal the screams from children," Mike said. "I still have nightmares after that close call if you didn't rescue me."

"That's just sick," Sora growled. "Jiminy, just sit tight and keep an eye out for us. We're on our way."

Jiminy gave Sora a nod and ended the call. Stashing the Gummi phone away, the group made their way down the halls to search for the lost and terrified changeling. It was eerily empty through the corridors, the distant sounds of machinery still hard at work in the wee hours of the night. When they finally reached an open space after a few flights of steps and turning corners, they entered the manufacturing line. A wide conveyor belt that evenly spaced out different parts as robotic arms turned and twisted about where they stood, doing as they were programmed on the production line.

From a window in a nearby room, Jiminy could be seen hopping and waving at them to get their attention. "Hey, there he is!" Goofy called out.

As they stepped forward, one of the robot arms with a laser attachment suddenly aimed away from the conveyor belt and aimed right at them with its laser charging up. It fired at their feet, causing them to jump back and duck behind a metal crate.

"Whoa! What's going on!? Faulty equipment!?" Sora exclaimed.

"Hardly. Randall must be behind this," Mike said. "We're not letting him ruin this company any more than he would have."

The arms began moving out of control, the ones with lasers firing their burning hot beams erratically all over the room. Luckily, the windows were protected from the laser beams, but this was a dangerous hazard for anyone with flesh.

"We need to shut the lasers off," Sulley said. "I can protect her from those creatures, but not this."

"I've got this," Sora volunteered. "Just hang tight while I shut those lasers off."

Mike, Sulley, Donald, and Goofy nodded and stayed hidden behind the cover of the metal crate. Waiting for the right time to move, Sora sprinted off, leaping up onto the conveyor belt and dodging erratic laser fire. He ducked under parts that looked like metal arches for cover when several beams tried to cross on him. It didn't take long for him to bob and weave around the mechanical malfunctions, climbing up the stars and across the walkway to reach a console that controlled the machines in the room. He tried shutting them off manually, despite having no clue what each button did, but nothing seemed to be working.

"Good luck shutting off MY machines!" Randall's voice echoed through the intercoms around the facility, followed by his sinister cackle. "I'm in control now! Enjoy my new improvements, because none of you are getting out of here alive!"

"Of course he would have messed with the controls," Sora grumbled. With no other choice, knowing he was going to get a scolding by Mike, Sora summoned his Keyblade. "Hope this world accepts Munny to pay for damages."

He slammed his Keyblade multiple times against the console, smashing the buttons and screens until he did enough damage to cause a critical error with the machine. Soon, the arms began shut down, forcing them to hang down as the whirring lasers began to die out. Now that it was safe, Mike and Sulley rushed on ahead while Donald and Goofy ran up to the window to talk to Jiminy.

"Is there any way out of the room from in there!?" Donald asked.

"Just the hall upstairs!" Jiminy said. "I think there's some more machinery up there, though!"

"It isn't safe with Randall messing around with the factory stuff!" Goofy said.

"Ok! We'll see you up top!" Donald and Goofy hurried to regroup with Sora, Jiminy hopping down from the windowsill and down to Ocellus. She had calmed down a little bit, but she was still scared. "Ocellus, we need to keep moving."

"B-But what about Vanitas?" she asked.

"If we stay put for too long, he's going to find you much faster," Jiminy said. He hopped onto her head as the changeling hesitated to stand back up. "I'll watch your back. We'll be reunited with the others, and hopefully get you back on the ship where it's much safer."

"O-Ok." Gulping nervously, Ocellus glanced up at their only exit, flapping her wings and flew out of the office room and heading deeper into the factory.

Sora and his group ran through the halls, getting derailed by some Heartless and Unversed working together barring their path. There were Flutterings that hung from the ceiling and divebombed them, along with a new type of Heartless that seemed like a small pogo stick. A spade bottom with a spring-like torso attaching it with its head, a drill bit nose, and a hardhat helmet with the emblem on the front. Easy to knock around despite it being able to dig through the floor like a mole and kicking up debris, they're weren't as troublesome as the Turtletoad Unversed.

They eventually reached the end of the hall where an elevator sat, the only way to gain access to the lower floors in the factory. Sora ran over to the console and pushed the button to open the door, but nothing happened.

"No power," he uttered.

"Welp, when in doubt, make Boo laugh," Mike said. He looked around, wracking his brain on an idea to get Boo to laugh. There was a room next to the elevator with a sign next to the doorway that said "Painting Booth". "Aha! Over there!"

He pointed to the door, baffling the others. "Mike, how's that going to help?" Sulley asked. Mike ushered Sulley over to him, doing so after lowering Boo to the ground with Sora, Donald, and Goofy. He leaned forward to hear Mike's idea, his lips curling into an intrigued grin. "Oh, that IS a good idea."

"Take it away, pal," Mike said as he gestured his friend to the door.

"Nice try, Mikey." As Sulley walked toward the painting booth, he snatched Mike and took him with him, startling the small cyclops monster. "I'm not doing this alone."

"Hey, wait! Sulley, this isn't what I had in mind!" Mikey exclaimed, unable to escape as he was helplessly kidnapped by his friend.

The two walked through the doors and shut behind them. Curious to know what they were doing, they heard whatever paint machine buzzing and whirring to life, along with a hissing sound coming from a nozzle inside. Nearly a minute passed before a chime rang out, the doors opening back up, and out come Mike and Sulley, both of them coated in a mess of blue and pink paint. Sulley came out with a smug grin while Mike was annoyed he got roped into this with him. The silly mess of paint on the two of them made the others laugh, almost like they had bumped into several cans of paint that spilled and splashed all over them.

Power came back to the elevator as it came to life with a loud hum. Sora pressed the button again, making the door open up for them. They all gathered on the lift and pressed the up button, the elevator door closing and rising them up to the next floor. With the two monsters covered in paint, Sora picked Boo up and carried her out for Sulley as they exited the elevator.

"If only we had a map of this place, we might get a bit less lost in this maze of a factory," Goofy said.

"Well, we kinda have one, but I'd rather not let Aqua know I lost track of another apprentice...again," Sora uttered.

In the next room, there were several water pipes of different sizes, carrying water to and from certain sections of the facility. One of the pipes above them shook, two segments suddenly snapping off partially and sprinkled water into the room. Mike and Sulley were caught in the middle, letting out a startled yelp from the cold water, the paint on their bodies being washed away and carried into a drain ditch in the room.

"Thank goodness this paint's washable," Mike said. "Next time, Sulley, you're going in there alone."

"I was actually getting used to my new fur coat," Sulley chuckled.

They rushed through the sprinkling water and out to another corridor. Sulley shook himself dry, much to Mike's dismay as he got soaked again. Even though the others thought it was funny, they soon heard a scream come from the other side of the hall. Flying around the corner came Ocellus, and she was being chased by Flutterings and Flood. She didn't even think about fighting them and taking pot shots at them with magic, far too scared to end up having Vanitas appear with his Unversed spotting her.

"Ocellus!" Sora lowered Boo and rushed over to help her with Donald and Goofy backing him up. Sora and Goofy flung their weapons, smacking back the Flutterings unfortunate to get in their paths, while Donald zapped the Flood with Thundaga. The weak enemies were destroyed in seconds. Ocellus flew into Sora, holding onto him tightly, nearly throwing him off balance. Once he was sure the threat was gone for the moment, Sora knelt down and hugged the frightened changeling. "I've got you, Ocellus. You're safe now."

"I-I'm sorry," Ocellus whimpered. "I-I don't know if I can-"

"Don't worry about it," Sora assured. "Our top priority right now is to keep you away from Vanitas and get you back to Equestria in one piece. Leave the fighting to us."

Ocellus silently nodded as she let go of Sora. She hated being a burden and really wanted to help fight, but she didn't have it in her to keep fighting while fearing for her life. It felt like she had already failed despite knowing this field trip was meant to give her actual combat experience. Boo ran up to Ocellus and gave her leg another tight hug, showing how worried she was for her new friend.

"Seems like Boo was really scared for you," Sulley said. "We're glad you're ok."

"...Thank you," Ocellus mumbled.

"We better hurry before Randall tries to trap us down here," Mike said. "Ocellus, you think you're good enough to watch Boo while we fight our way back upstairs?"

Ocellus wasn't sure if she could now, but she gave a small nod. She picked up Boo and set her on her back, gulping nervously as she followed the others up a flight of stairs to a short corridor into a yellow fenced storage room. When Ocellus was the last one to pass through, the shutter behind her slammed shut, startling her and Boo.

"W-We're trapped!" Ocellus exclaimed in panic.

"Like mice to a mousetrap!" Randall said. Appearing around the fences, Gold Beats shocked the fences with their electric magic spells, the trap room now a death trap with electric fences. "Or maybe like bugs to a bug zapper!"

"Darn it, Randall!" Sulley growled.

Along with the Gold Beats, Soldiers and the spikeless Turtletoads joined in to fight the trapped warriors and monsters. Sora hopped down and charged forward, using the Keyblade of Kindness in place of his Kingdom Key as he swung at the incoming Heartless. Donald, Goofy, Mike, and Sulley joined in, being careful not to get backed up into any of the electrified walls or any of the metal crates conducting with the shocking walls they sat next to. Ocellus was frozen in place, her ears folded against her head as the crackling electricity made her wince.

A Soldier suddenly popped up in front of Ocellus, making her scream and back up against the shuttered doorway. Thankfully, it wasn't connected to any of the metal fences, but that didn't help when she was in trouble and watching Boo, who whimpered and held onto her neck tightly. Hearing her scream, Sora turned around, dodging a bloated Turtletoad about to crush him, then jumped high in the air as he Formchanged his Keyblade. His fur changed to a bright yellow like his clothes, pink butterflies fluttering around on his jacket, and his hair turned a light shade of pink while the bangs over his right eye seemed to grow a couple inches longer. Swinging the Keyblade, the metal blade stretched out into its whip form, wrapping itself around the Soldier's waist. With a grunt, he flicked the whip, sending the Heartless flying across the room and into one of the fenced walls, electrocuting it until it poofed out of existence and its heart was released.

Sora landed, twirling the whip around in the air, casting a swirling Aeroga spell around Ocellus and Boo as he retracted and coiled the metallic-elastic rope in his hand. "That'll keep you safe for a bit," he said with a wink and a reassuring grin.

Flipping back into the fray, Sora began whipping the Gold Beats out of the air. Snatching one, the end of the butterfly-shaped whip clung onto it, being used as a makeshift Heartless flail to smack around the Soldiers and Turtletoads. Most either were destroyed from the painful whacks or got knocked into the fence and electrocuted to death until the Gold Beat couldn't take it anymore and met the same fate as its Heartless brethren. The Turtletoads were a bit too heavy to wrap and swing around, but several sharp whips to its face were enough to stun and temporarily blind it. While flailing in agony, Sulley shoved the Unversed hard into an electrified crate, quickly removing his claws before the current shot from the Unversed and to him.

In no time, they took down all the enemies that appeared. They could hear Randall grumble to himself as the shutter back the way they came opened up along with an entrance along the fenced room to open up. There were more conveyor belts and laser-wielding robot arms, going haywire much like the last room. Ocellus hovered up to the opening with the others, letting out a startled gasp when a laser trailed down near their feet.

"Not again," Mike grunted in disdain.

"H-How do we get through?" she asked.

"I've got this," Sora said. Twirling the whip of the Formchanged Keyblade of Kindness, the weapon melded and solidified into a thick, sturdy butterfly shield. "I'll bust the controls and shut them down."

"Again!?" Mike questioned.

"I'll pay for the damages!" Sora promised, then sprinted forward.

Peeking through the safety of the gaps in the fence, Ocellus watched Sora run along the conveyor belt, ignoring the metal the machines were supposed to be working on and flail their lasers at him. His shield was able to block the intense heat of the red beams, swapping sides while jumping over or sliding under ones whipping around to try to hit him. After getting off the first conveyor belt, he ran around to the next belt leading up. Randall made it a challenge, speeding up the conveyor to make the trek longer, but it was no issue with Sora. Repeating the same blocking and evasion tactics like before, he reached the safety of a large room away from the manufacturing line, spotting the control unit in charge of the section he ran through. Giving the console a few hard smacks with the shield, he shut down the arms for both conveyors.

"Ok, that wasn't supposed to happen," Randall said. "No more freebies from this point on, though!"

"Why can't some bad guys ever give up?" Sora uttered to himself with a shake of his head.

He waited for the others to catch up, keeping an eye out for Heartless or Unversed as he reverted back to normal. Despite the easy trek, Mike was disheartened to see yet another of their integral machines for the company broken and in need of hefty repairs. Continuing forward, they entered a larger storage room, the doorway before them closed by a large shutter that seemed impossible for even Sulley to lift up. On their right was another console, much bigger than the ones in charge of the manufacture lines.

"Once we get through here, we'll be in the clear," Sulley said.

Mike ran up to the console and began pressing different keys on the keyboard. "This is the main control unit of the whole factory. If I can try to figure out..." Every command the cyclops tried either did nothing or failed, frustrating him. "Oh no. Nothing's working! Randall really messed with everything!"

"You mean we're still trapped in this place?" Ocellus mumbled worriedly.

"Maybe it might be faster just to break it," Goofy suggested, which didn't sit well with Mike.

"Oh no! Not with this console!" he exclaimed, eyeing Sora as he grinned sheepishly at the monster. "Instead of paying you guys for clearing the infestation, you're going to be paying more for damages to company property and repairs!"

"I swear I'll pay you guys back! I've got plenty of Munny on me!" Sora said.

"I think I know a way to make it work," Sulley intervened. Walking over to Ocellus, he lifted Boo off her back and carried her on his shoulders. "If we try to short out the system, the lock will disengage. And lucky for us, Boo is a walking energy generator."

"That should work!" Mike said. "And less costly for our sakes."

"Alright! Let's try to get Boo laughing!" Sora said. Before the group could come up with a funny gag or prank to make Boo laugh, Unversed suddenly appeared and surrounded everyone. Ocellus gasped, tried to fly away, only to run into a Spiked Turtletoad, which wrapped both of its tentacle arms around her. "Or not."

"H-Help!" Ocellus cried out. She summoned her Keyblade and tried to whack it, only to be flailed around over its body. She watched it suck in the Flowersnakes in front of it, which was an odd thing for it to do until it swallowed them, and the poison spewing Unversed popped up along the Turtletoad's shell, now physically attached to it. "Oh no..."

Before the Flowersnakes could spit out poison at the helpless changeling, Sora dashed forward, slicing the Turtletoad's tendrils. It shrieked in pain, releasing Ocellus as she flew away from it, only to get jumped by Flood when she landed far away from the giant Unversed. Sulley rushed over to a corner to keep Boo safe while the others jumped in to take care of the Unversed and rescue Ocellus again. Ocellus swung her Keyblade wildly, but as she shook the Flood off of her, her anxiety caused her fighting to stumble to a confused halt. She thought she was fighting like Sora, only to suddenly change between either Riku or Terra's style. Even her magic faltered from her nerves: Fire spells fizzling out before they were launched, Blizzard shards melting into an ethereal puddle, bolts of Thunder barely causing a static shock to the Unversed. She was a helpless mess of terrified quivering as she backed herself into a corner, the weakest of Unversed besting her when she was able to stop them before in the main lobby.

Donald and Goofy thankfully came to her rescue, smacking the Flood back and protected her as they continued approaching her. "We got ya, Ocellus!" Goofy assured the scared changeling.

Ocellus felt just as helpless as Boo was. And, again, she had no control over her body in combat, even as she tried to go along with the random stances she was forced to slip into. Now her magic was failing her, which became her highly praised talent as a wielder in training. If Vanitas wanting to hunt her down like a deadly predator wasn't bad enough, hearing Aqua's disappointment in her failure to fight enemies disheartened her more.

It was a bit of rough work with the number of Flood that appeared to either go after Boo or Ocellus. The group finally took care of the deadly symbiotic relationship of the Turtletoad and the Flowersnakes turning it into a poisonous-spewing tank, and used the same tactic of group scaring the Unversed in a pile, and Sora used Mike as a bowling ball again to strike them all out. The area was safe and Boo wasn't scared, but the bowling trick didn't make her laugh like last time. She was a little worried about "Horsey", running over to Ocellus as fast as her little legs could while the changeling was overwhelmingly depressed.

"Should have seen that ambush coming a mile away," Sora grumbled to himself. He noticed Ocellus's dejected gaze and frown, even as Boo was trying to get her attention. "Ocellus? Are you ok? Did one of those Flowersnakes poison you?" She didn't respond. Concerned, Sora looked to Donald and Goofy. "What happened?"

"Ocellus seemed to be having trouble again," Donald said.

"We saw her try to fight, but she kept slipping and lost focus," Goofy added. "Her magic was sputtering out too when she was casting spells to protect herself."

"Really?" Sora asked, astonished. "Ocellus is really smart, and she mastered the spells we've taught her so far. How did they fail her?"

This was something new for the trio. They knew Ocellus had trouble with combat because of her unique ability to mimic other Key bearers' stances and swapping to another at the drop of a hat. Her magic sputtering, failing, and barely tickling the Unversed was of great concern. She was fine when they arrived and fought a few Unversed and Heartless upon entering Monsters Inc., but after her run-in with Vanitas, she was too scared to fight back and lost control of her combat prowess and spellcasting. Sora wondered if, much like unicorns, her abilities were much better controlled while she was calmer and more confident in herself.

"Horsey?" Boo called out to Ocellus.

Ocellus looked down at the little girl. She rubbed Boo's head, trying to assure her she was ok, but her frown and dejected gaze said otherwise.

"Is she alright?" Sulley asked.

"Uhh...I'm...not sure," Sora uttered.

"I don't want to feel like a jerk and rush things, but we got a factory to save and a Randall to kick back into banishment," Mike said. "I know a surefire way to get Boo laughing." Despite Mike's insistence, the others knew he was right. "Hey, Boo! Look over here!" He got the little girl's attention, lifting both his hands up, then began smacking one side of his face, making his eye point in the opposite direction, then did the same with the other as it "bounced" to the other side like he was playing ping pong with his eye as the ball. His eye flicked left and right at different angles from where he slapped his face, increasing faster and faster like it was a heated match between pro players. His little routine ended as he smacked both his cheeks, keeping his eye centered before flashing a pose. "Ta-da! 40-0! Game, set, and match!"

Everyone stared at Mike, absolute silence. Boo didn't even let out a giggle, more confused by the odd comedy ping pong match with his eyeball.

"...What...was that?" Ocellus uttered.

"Come on! It's a tennis joke!" Mike exclaimed, feeling proud of himself despite the lack of reaction from everyone present.

"...Sulley, are you sure Mike's supposed to be the funny one who made Boo laugh?" Sora asked, getting a deadpanned glare from the small cyclops at his comment.

Mike tried again, looking shocked as he looked down. "Oh no! Nobody move!" he shouted, getting down on his hands and knees while frantically searching for something on the floor. "I dropped my contact lens!"

Again, not a single reaction from Boo as she just tilted her head in confusion. "Mike, she's not going to get that," Sulley groaned.

"I don't get it," Goofy said.

"It's funny because his eye's so big, the contact is the size of a dinner plate," Sulley said, explaining the joke clearly, yet it wasn't close to being remotely funny to the trio.

"A little girl Boo's age isn't going to get gags like that," Sora said.

"Hey, I haven't had the chance to warm up my funny bone with these Unversed creatures causing chaos," Mike grumbled. "You think you can make her laugh?"

"Better than you can," Sora muttered under his breath.

Donald and Goofy glanced at each other, both of them smirking and began snickering. "Oh, I think Sora knows how to make Boo laugh really hard," Donald said.

"Yeah. Sora, why don't you show Boo your 'funny face'?" Goofy suggested.

"Huh? My..." Getting what the monster knight meant, Sora had been around his two companions long enough to know which face they were talking about. "Oh. Right." He walked up to Boo and Ocellus, part of him hoping that Ocellus might cheer up with a little laugh to distract her from her encounter with Vanitas. He crouched down to get to Boo's level. "Hey, Boo. Ever see a monster really smile?"

Getting her full attention, Sora lowered his head, then shot it back up with a wide, incredibly goofy smile with his eyes looking straight up. He strained his cheeks to make his "smile" as wide as possible, which definitely made Boo start laughing. Ocellus was a bit startled by the face, but from how silly Sora looked, she brought a hoof to her muzzle, her lips curling as she tried to stifle a sputter of laughter.

"That definitely worked," Sulley said. "Come on! Let's all join in!"

Sulley, Mike, Donald, and Goofy gathered around Sora as all of them made silly and goofy faces. Boo laughed even harder, and Ocellus couldn't help but join in as she busted out laughing with the little girl. Boo's laughter overrode the main console, sending sparks flying as it sputtered wildly, and a green light next to the shutter door barring their path lit up. Sora was glad Ocellus felt a little bit better now, but he hoped his theory with her suddenly dwindling capabilities didn't stem on her emotional state or her self confidence.

Once the girl and changeling were done with their laughing fit, the group gathered themselves and were ready to continue making their way through the factory. "Leaving without saying goodbye?"

Behind them, they saw Randall slither up to them, still seeming confident despite being outnumbered and outmatched. "Give it a rest, Randall," Mike said. "You're not getting away with all this."

Growling, Sora summoned his Keyblade and pointed it at the reptilian monster. "And I'll make sure to stop you myself if I have to," Sora promised.

"Maybe you will, maybe you won't," Randall said. "But I still have an ace up my sleeve." Wondering what Randall had waiting for them, Sulley and Mike prepared to fight Randall while Donald and Goofy quickly stood in front of Ocellus, who held Boo in her hooves to protect her. "Now...I command you to attack them!" Randall exclaimed with a snap of his fingers. They waited for something to appear, but nothing came. Confused, Randall grumbled and snapped his fingers again. "What the? Come on!"

He began shifting his eyes around the room, looking for something. Over in the far corner where they entered the room, the monsters and outsiders never noticed an odd piece of machinery sitting behind the crates. It wasn't like the company crates that stored supplies meant for the business; it almost looked like a metal coffin with spiked latches keeping it sealed. Frustrated, Randall scuffles over to the machine and tried activating it manually, but it didn't do anything.

"Heh. Looks like your ace is a joker," Mike mocked.

Snarling irritably, Randall kicked the machine. "What a pile of junk," he grumbled before scurrying off.

"Hey, get back here!" Sora called out, but Sulley grasped his shoulder, stopping him.

"Just leave him. I don't think Randall's going to be much trouble anymore," Sulley said. "Besides, we gotta get Boo home."

"Right," Sora agreed. "And we need to get Ocellus out of here, too."

"All we need to do is cut through the power station, and we'll be at the door vault in no time," Mike said. "Let's just hope Boo's door isn't too stashed behind the thousands of other doors we've got."

Wasting no more time, they hurried off through the shutter doors as they opened up and closed behind them.


"I don't get it. It should have been working," Randall muttered to himself as he wandered around trying to find his partner in crime. Seeing no sign of him anywhere in the manufacturing sections of the factory, he backtracked to the room where the faulty machine was. Thankfully, he found Vanitas waiting for him beside the odd machine. "Oh, there you are. Where were you, kid?"

"Waiting for my eyesight to come back," Vanitas snarled. "I was blinded for the last half hour by that worthless bug."

"Oh, good for you. But while you were flailing about in the dark, your little 'beast' over there is busted," Randall said, pointing to the machine. "I had Sullivan and Wazowski where I wanted them, and it did nothing! Why did you even get your beasts to gather scream energy for it anyway!?"

Vanitas leered at Randall, then with a harsh shove, sent the monster flying back into one of the stacks of metal crates in the room. "I suggest you stay right over there, and shut that big mouth of yours before I tear it off."

He turned back to the machine, raising his hand toward it and clenched his fingers. Randall shook his head with an annoyed grunt, only to gasp when he saw a black, murky oil suddenly seep out from beneath the machine and pool around it. The oil climbed up the coffin and seeped inside the seal-tight crevice, the Unversed symbol appearing on the metal hood on top. The oil suddenly shot out and engulfed the machine, sloshing around as it slowly slithered toward the center of the room before Vanitas as he smirked at his creation. The giant mass warped and grew in size, revealing the hood of the device on its forehead, an outer maw opening up to reveal a pair of glowing red eyes and a second mouth glowing a similar red, small energy canisters that are filled with scream energy jutting out around its body, and a pair of goopy, oily arms with dripping fingers oozing from its hands.

Randall grinned at the gruesome, horrifying sight of it. "Now that's more like it," he said with an ominous chuckle.