//------------------------------//
// Monstropolis (Part 4) 
// Story: My Little Pony: Sora's Misadventures in Equestria 
// by Codex92 
//------------------------------//

"Ok. Making some progress with everyone." Aqua wandered down the halls of the castle, mumbling to herself while going over her own written reports on her students' progression. "Aside from a few setbacks involving magic spells, they're really fast learners. Especially Ocellus. Her magical skills are on par with mine when I started my training." As she was about to pass the throne room, Aqua paused, glancing over at the door. "Hmm...Speaking of, I wonder how she's doing with Sora. I haven't heard anything go wrong from him...At least I hope nothing went wrong."

Feeling a little concerned with one of her best apprentices, Aqua waltzed inside the throne room and headed toward the Cutie Map. Activating the Galactic Map, she searched through the holographic cosmos to find the world she assigned Sora to take Ocellus with him. She had long since gotten over the shock of the world's physical appearance from the distance, but when she zoned in on their position, she was a little surprised that all the exploration they did was only within a huge factory. She didn't know what this factory made or did, but it was quite a huge business, much bigger than Canterlot Castle.

"Hey, Aqua. Are you busy?" Nearly startled hearing Sora's voice, Aqua chuckled, half expecting a check-in from him sooner or later.

"I was just about to contact you, Sora," Aqua said, her hooves messing with the map as she zoomed in on his and Ocellus's position. "Usually, I'd get a call from you with bad news at this point. I'm sure Ocellus isn't giving you too much of a hard time like Gallus or Smolder."

"...Well...I'm sad to say that there is some bad news," Sora said.

Aqua's smile faltered. "...What bad news?" While she kept an eye on them through the map, Sora told Aqua everything that happened the moment they arrived in the world. Though she wasn't surprised to know that Unversed would be popping up in some worlds with Vanita's return, knowing he was physically there startled her. Even more so when Ocellus had run into him and was now being hunted by the heartless monster that once thrived within Ventus's heart. But the giant Unversed they had recently fought transforming Ocellus back to her former changeling self upset her more than her admittance to quit being her apprentice. Slamming her hoof into the table with a scowl, she grit her teeth in rage. "Damn it, Vanitas.

"I swear, if I ever see that bastard again, I'll-!" Taking a moment to compose herself before she turned the throne room into a freezer, Aqua took a deep breath. She had to focus on getting Ocellus back home, and figure out how to get her back to normal with Sora. If destroying Vanitas could be the only way if destroying the Unversed responsible for that wasn't, she had to figure out where the denounced twin of Ventus's was in the world. As she explored the factory grounds that the group had explored, she was unable to find another blip that signaled something other than the two wielders in the vault. "I can't find him anywhere."

"He has a Keyblade. Shouldn't there be some other light around the factory you can see?" Sora asked.

"There should, but Vanitas is made from Ven's darkness, so I doubt he has any sense of humanity or light in his black hole of a heart," Aqua grumbled. Grunting in frustration, she leered at the crystal table. "I'm going to try to get this thing to lock onto anything other than our lights and the Heartless. Until I can finally make it possible, get Ocellus back home and avoid Vanitas."

"No promises with the last one, because I definitely want to kick his ass into next year for what she did to her." Aqua couldn't agree more, especially when he kept giving her grief more than Ventus a decade and a half ago. "But...what about her family? Or...Thorax?"

Aqua looked up at the factory layout, biting her lower lip anxiously before letting out a disheartened sigh. "...We'll figure that out in the morning," she said. "Ocellus is already going through a lot tonight, and I don't want us pressuring her more than she has been."

"...Alright. We just need to get Boo back home first. We're looking for her door right now," Sora said.

"Ok. Be careful," Aqua advised before focusing on the crystal map once more. As exciting as it was to learn that another world has access to others, that was overshadowed by bringing back one of her best pupils back home, who would eventually be quitting from all the pressure weighed on her. Lighting up her horn, Aqua stared intensely at the map, summoning her Keyblade to add both her unicorn and Keyblade magic to update both maps to seek out other foes. "Come on. If Star Swirl was able to pull this kind of feat off with M, I can, too."





Back in the factory, everyone gathered onto the elevator to make their way back up to the upper levels of the vault. Even though Ocellus had calmed down slightly, she was still heavily depressed by her appearance and the dread of returning home in her formerly evil design. Any self confidence she had left was completely shattered by the Unversed's actions. Boo occasionally glanced at the changeling, but quickly hid her face, still scared of her. Sulley watched Ocellus while patting Boo's back, assuring her that she was safe, though it was hard to with Ocellus's form being much more scarier than the colorful insect-equine was before.

The elevator reached the top, leading them to another section of stored doors within the vault. Without a card key, it was going to be tough searching levels upon levels of doors not to mention climbing up them and wedging between them if it's hidden from the front of the rows. Luckily, it didn't take long to find Boo's door. Sitting up on one of the central belts out of nearly a dozen, a white door with pink flowers was easy to spot among the several thousand, and right in the front of the row it's stored in. Before they began climbing, Sulley looked back at Ocellus. She sat far away from the others, staring out at the vault aimlessly.

"Sulley, Boo's door is right up there," Mike said, snapping his friend out of his thoughts. "I'm not the type of monster that can climb while carrying something."

"Yeah, I know," Sulley said, then looked at Sora. "Sora...about Ocellus. We...heard what you yelled at Randall about who she used to be. Was that true?"

Sora nodded his head with a sad sigh. "Yeah. That's what the changelings used to be; monsters who drain the love out of any creature for food, and their shapeshifting powers help them blend in to hide their appearance so they can steal love from their unsuspecting victims." Looking over his shoulder, Sora frowned seeing Ocellus in such a broken state. "We don't know much about the changelings and their ways if it's been like this for generations, but Ocellus isn't like the other changelings. They all followed the orders of their tyrannical queen, Chrysalis, who only wanted power and to take over the kingdom they reside in."

"And she's the only one who...'defied' their queen?" Mike asked.

"They're led by a new ruler. His name is Thorax, and he's just as passive as Ocellus, but he's the one who discovered that if changelings gave love instead of take it, they evolve into the colorful forms like you saw Ocellus in before. Not only are they much more friendlier in appearance, they don't have a need to absorb love from victims to feed." Clenching his fists, Sora looked back at Mike and Sulley, unaware that Boo had peeked from her "cover" as she listened to him. "I...used to dislike the changelings before, but not directly toward any of them. Just Chrysalis."

"For leading her subjects to a life of starvation and survival?" Sulley guessed.

"Yes...but she also tricked me a couple years ago." Both monsters' eyes widened in shock. "There was a wedding my friends and I were attending, both to see the ceremony and set it up on behalf of the bride and groom. It was an important royal wedding, and weeks before it could begin, there was a threatening letter by Chrysalis herself to lay siege on the kingdom where it was held. We thought we were prepared, but she was hiding under our noses the whole time: disguised as the very bride for the wedding." Mike and Sulley let out a startled gasp, neither of them expecting that twist. "She even pretended to be my girlfriend while I was on patrol to 'distract' me from the stress of the wedding planning. I never even noticed something was wrong until my head went fuzzy and she brainwashed me, using me like her solider, and forced me to attack my friends when the invasion began."

"...Wow...She's way worse than Randall," Mike uttered.

"Tell me about it. She pulled another invasion not that long ago, only this time, she captured me along with most of my friends," Sora added. "It's thanks to a few of them who avoided getting caught, including Thorax, he gave the love he had within him and showed the other changelings a much better way of living, and they followed suit and dethroned the wicked monster."

"And that Unversed thing 'stole' the love she gave freely to turn her back to her old look?" Sulley asked.

"I...I think?" Sora grumbled, scratching his head to try to figure out what's wrong with Ocellus. He focused more on her combat and how her emotions and confidence were tied to her abilities, but there was still so much about changelings that he, his friends, or Equestria don't even know about them. Evil parasites that only took a specific essence to stave off their hunger, giving love to metamorphosize into friendlier creatures who don't rely on stealing that essence, unique magic to them that allows them to shapeshift and undeterred by a special type of stone that negated other forms of magic. But with Ocellus as a Keyblade wielder, the mysteries of her own traits in and out of combat just keep raising more questions and left barely any answers. "I thought destroying that thing would have turned her back to normal. I don't even know if this is permanent for her now. They only way I'll know for sure is if we find Vanitas and force him to tell us how to change her back."

"And so do we!" Mike exclaimed. "His pets nearly destroyed the factory along with Randall! I am really...gonna let Sulley help you teach that guy a lesson!"

Sulley snorted and rolled his eyes at Mike's "promise". He looked back at Ocellus, getting a better understanding of her upbringing. How she sat, defeated and dejected, brought back a memory of his and Mike's first and only year at Monster's University. Their relationship started rocky with him as the scare jockey and Mike the dorky nerd, only to bond closer as friends as they both had a common goal to become the best scarers. Sadly, because Mike was poked fun at for his appearance not being scary enough and wanting to win a special fraternity competition, he resorted to cheating to help Mike win the Scare Off, the last event of the competition between frat houses. He found out, upset and disappointed in Sulley, and ran off into the human world to scare real kids to prove he was scary enough to be a scarer. He ran in after him to try to bring him back, nearly getting them both stuck at the campground the door led to, but Mike was proven wrong as he seemed to lose all the confidence he had in himself. Without Mike, Sulley would have never been able to pass any of his semesters, or became as popular as his family lineage had gained over the years.

Walking over to Sora, Sulley held Boo out to him. "Here, hold Boo for me."

"Uhh...ok?" Sora took the little girl in his arms. "What are you going to do?"

"I'm gonna have a little talk with Ocellus," Sulley said, walking past Sora as he and Boo watched the monster head toward Ocellus. Standing by the railing beside her, Sulley looked out at all the doors coming and going along the multiple rails, swinging back and forth with each turn or angled slope up or down to reach their destinations around the vault. Looking over to her, her gaze just stared blankly at nothing, but her ear twitching and drooping slightly told him she acknowledged his presence. "...You doing ok?"

"...No," Ocellus mumbled.

"...Right. Dumb question," Sulley uttered to himself. "I don't know if you were listening, but Sora told Mike and I about what you are. Or, what you used to be." Ocellus flinched, turning her head away from Sulley's direction. "We don't blame you for what happened back down there. That Unversed thing did something to you and forced you to attack us and get to Boo against your will."

"It doesn't matter if I did it on purpose or not," Ocellus whimpered. A fresh wave of tears trickled down her face, refusing to make eye contact with Sulley. "...We're monsters. We can't escape our past, no matter how hard we try to prove we can change." She looked at her hooves, which began shaking slightly before she clenched her eyes and clutched her chest, stifling a sob. "I hate who I am...I scared Boo...She won't even look at me anymore. And I can't change back...I-I can't...I can never go home, or see my friends ever again..."

Sulley reached his hand out to Ocellus, gently rubbing her head, which startled her slightly. "Ocellus, you're not that kind of monster," he assured. She slowly turned her head to look at him while he continued rubbing her head. "It was startling seeing what that thing did to you, but if you were scary or threatening, I don't see it coming from someone like you." Removing his hand, he gestured to himself. "Me? I look much more intimidating. All I do is roar and I could scare the pants off of any kid.

"But, out of all the children I've scared, Boo was the first one who didn't flinch or look away in fear. She looked up to me like I'm some huge cat, and back then, I was more afraid of her than she was of me." Sulley's reassuring grin drooped into a sad frown, looking out beyond the rail with a sigh. "I also didn't mean to scare Boo. When we were trying to get her back home, Waternoose wanted me to show new scare hires how to properly go through a child's door. I tried to warn him about Randall and this machine he built to steal the scream out of children, but he didn't give me much of a chance to explain and wanted me to give a physical demonstration of scaring an animatronic child in the simulator. Despite trying, I gave in and roared my loudest and scariest...but I didn't realize Boo was standing right next to the bed when she ran up to be with me...I saw the camera replay pausing at that exact moment she really got scared of me in that moment...and I couldn't get that look of fear on her face out of my head.

"She was so attached to me, and I began to do the same with her...I wondered if what I had been doing all these years, what I wanted to be and continue upholding the Sullivan name by being the scariest monster ever, if I had truly terrified the children I scared with the doors I had been assigned." He looked over his shoulder, watching Boo in Sora's arms as she warily eyed Ocellus. Looking back down at Ocellus, he gave her a small smile. "But when Waternoose threw us into the Himalayas to banish us, Boo needed me more than ever. It was an accident, and rescuing her was enough for her to forgive me. She's a tough girl to scare if Randall's appearance was enough to make her want to hide."

Ocellus doubted Sulley's claim if she was able to frighten Boo by being forced to attack her like a giant starving insect wanting to sink her fangs into the little girl. "I look scarier than him," she mumbled.

"She just needs a little bit of time to see that you're her new 'horsey' friend beneath this old form you're in," Sulley said. "The way I see it, what you are on the outside doesn't define who you are on the inside. The Ocellus we know isn't a monster. You're not like the queen who used to rule your kingdom. You're a friendly, but shy changeling, and Boo looks up to you just like she does with me."

Ocellus mulled over Sulley's words. Looking back down at her hooves, despite seeing the black chitin and open holes or dents in them that made her abnormal, her limbs didn't shake in anxiety. What her kind had done in the past truly didn't define her as herself, even though she was the same species. She believed that her new change was what had helped show her true colors as a reformed changeling so she didn't have to be reminded of the grotesque form she had taken before. Her eyes shifted over to Boo, ignoring the others watching and waiting for the two to finish their private talk. Boo held onto Sora, but her gaze never wavered from the changeling's, trying to look into her soul to see if her new friend was still inside the form she's in now. Though still a bit self-conscious about her appearance, she could only hope Boo really could see the real changeling she was underneath.

Digging out the bandanna Sora gave her from her bags, Ocellus dried her tears, feeling a slight bit better. She and Sulley made their way back to the others, Ocellus being cautious not to frighten Boo. Sora handed the girl back to Sulley, who was easily able to carry her and climb up the stash of doors hanging up above them. The others followed suit and climbed up the doors, Mike and Sulley hanging onto Boo's doorframe, Sora, Donald, and Goofy balancing on a couple rails with some empty space, and Ocellus hovering up to meet them.

"Ok, Boo, time to head back home," Mike said. "I don't know about you guys, but I'm a bit exhausted and ready to turn in."

"Yeah. Boo's definitely had enough fun for one day," Sulley agreed. Suddenly, the door began to shift, startling the two monsters just as they were about to open Boo's door. They let out a yelp when the door began moving down the rail. "Why's the door moving?"

The door behind Boo's began to move as well. Sora, Donald, and Goofy quickly climbed onto it as they followed after Boo's door with Ocellus flying behind them. "What's happening? Where is her door going to?" Ocellus asked.





Grunting, straining both sides of her magic as hard as she was able without passing out, Aqua glared intensely at the map as it glowed brightly in her aura. "Come on...Come on...! Show...something on this map!" She continued for another few minutes before letting out a heavy breath, dropping her aura around the enchanted crystal table. Nothing seemed to have changed within the layout by the current "inhabitants" aside from Sora and Ocellus's lights. Getting frustrated from the lack of progress since the map's appearance, Aqua slammed her hooves onto the table's surface, her horn sparking in irritation. "What is up with you, map!? It took Twilight and Starlight to fix you up after Starlight's meddling with time, and Star Swirl was able to work with you flawlessly! Is it because he helped create you!?

"If you can locate Heartless and wielders with light in their hearts, the least you can do is cooperate and show me our other foes so I can save a student who's in dire peril! I'm not losing anyone else, and I! NEED! YOU! TO WORK!" Aqua slammed her hooves on the table again, her horn subconsciously firing a bolt in her aura into the table.

Startled by her bout of anger, she leapt back when the map began to spark and the crystal table shimmered slightly. The view of the factory wobbled and warped, but only for a brief moment, then blipped out of existence before returning back to normal. Worried she might have messed up the map, Aqua examined it for any damage, thankfully finding none. When she glanced back up at the map, from the layout of the factory's main entrance and lobby, her eyes widened when she saw something new. There were new, albeit faint colored lights scattered about the front lobby of the factory, colored a dark shade of blue similar to the color scheme of the Unversed.

Confused, Aqua glanced around the rest of the world, spotting a couple more of these blue sparks of light with some black ones that resembled a Heartless. Dumbfounded that her temper tantrum got her results, she focused back on where Sora and Ocellus were headed, partially eager to tell them some hopefully good news while leaving out how it was done. Following their trajectory, Aqua gasped when she saw what awaited for them on the laugh floor: a bigger blue spark of light sat waiting for them, but it had an ominous black glow at its core.

"Oh no...I really hope that's not what I think that is," she mumbled before reaching a hoof to her crystal communicator. "Sora, I have good news and bad news."

"Please tell me you know where Vanitas is," Sora answered. "Boo's door seems to be heading back to the laugh floor. Someone must have found the card key for it."

"Well, I think I'm able to see the Unversed around the factory," she stated. "They're blue sparks of light appearing on the map, and there's quite a few by the entrance of the building. But...the bad news is that there's a much more powerful one where you're headed. And it might or might not be Vanitas waiting for you."





"What!?" Sora exclaimed. "Are you certain!?"

"It's hard to tell while staring at a geographical layout of the location you're in, but if that IS Vanitas, be on your guard, and hide Ocellus somewhere! Anywhere!" Aqua exclaimed.

"R-Right." Sora grimaced as the group were about to enter the corridor leading back to the scare floor. "Ocellus!"

Ocellus caught up with the door Sora, Donald, and Goofy were holding onto. "W-What is it?"

"Aqua just warned me that Vanitas might be waiting for us," he said, startling the changeling. Reaching his hand out to her, Sora grabbed her hoof, helping her latch onto the door. "You gotta transform into something small to avoid getting spotted by him, or the other Unversed Aqua thinks are patrolling the entrance. Just slip by them, get to the Gummi ship, and hide there until we get you."

"B-By myself!?" Ocellus whimpered.

Jiminy climbed out from Ocellus's saddlebag, crawling up her back, then hopped over onto Sora's shoulder. "You still have me, Ocellus. I'm not leaving your side for an instant."

Still incredibly nervous, Ocellus gulped, trying to focus her magic to transform. Her body flashed green, pulling it off successfully as she shrank down into a duplicate of Jiminy. Though relieved to know she can turn into other creatures, she hopped onto Sora's shoulder with Jiminy. She was shaking like a leaf, completely terrified of getting spotted by Vanitas. If he saw her in her evil form, she hoped he didn't recognize her from before.

As the doors swung the corner and entered the laugh floor, waiting down below by the entrance to the work area was none other than Vanitas. Mike and Sulley were startled by his appearance, a perfect double of Sora, but with darker fur and hair and yellow eyes with a scar across his left eye. The monster down below smirked, twirling what looked like a card key in his hand. Sora glowered at the being of darkness created from the darkness within Ventus's heart, hopping down to the floor, staring Vanitas down.

"Looks like I picked the right door after all," Vanitas said, holding up the card key for them to see as the two doors stopped at one of the several stations and lowered down by the metal clamps. "Not that hard to find the 'key' to bring a specific child's door hidden under all that clutter. Which nutcase would hide what's supposed to be a dead card key inside of a puce folder?"

Sulley glanced at Mike after letting go of Boo's door, but the smaller monster was just as dumbfounded at the surprising news of Boo's old card key hiding in the main offices. "Her card key was still here? But how? I thought after her door was shredded, the CDA ordered to...Wait...Did Roz know we were going to bring Boo back?"

"Maybe that's why she requested not to see any paperwork on the incident with her months ago," Sulley uttered.

"...I can never get a read on that slug woman," Mike grumbled. "Although, I would also like to point out that this Vanitas kid is SORA'S TWIN BROTHER!?"

"We're not related," Sora said as he stepped forward, Donald and Goofy joining him as the trio stared down the creator of all the Unversed invading the world. While Vanitas kept his gaze on Sora, Jiminy quietly ushered Ocellus to follow him as they climbed down Sora's back, being mindful not to be in his line of sight. "He just borrowed my face to give himself a fake identity."

"You're so hilarious, Sora," Vanitas muttered. Tossing the card key on one of the tables, he ignored the two monsters and little girl keeping their distance from him. "Where is it?"

"Where's what?" Sora asked.

"Don't play dumb with me," Vanitas growled. "The changeling. I know it was with you. You guys did a real number on my best work, and I can tell it lowered her resolve incredibly so."

Ocellus froze just as she reached the floor, glancing around Sora's leg. He knew what his Unversed did to her, which meant he must have known where she was from the very beginning. She was snapped out of her fear-stricken daze when a hand gently held hers. Jiminy reassured her she will be safe and tugged her along, guiding her over to the door stations to best avoid getting spotted out in the open.

"That changeling has a name. It's Ocellus," Sora corrected with a sneer. "No thanks to you and that slime monster, she's an emotional and psychological mess."

Vanitas grinned, infuriating Sora with his smug demeanor. "Good. It'll only be that much sweeter when I personally deal with that worm. Now, where is it?"

"Like I'm going to tell you anything!" Sora exclaimed as he summoned his Keyblade. "You want her or any of our apprentices, you're gonna have to get through me!"

"Please. Like you'll be able to last a minute against me in a fight," Vanitas scoffed.

"Not with a cheap, backhanded tactic of pretending to be someone else," Sora growled.

"Heh. And yet we easily fooled the rest of you. I should be an actor once this war is finally over and done with," Vanitas said.

"Good luck with that scar over your ugly mug." Vanitas scowled, baring his teeth as the scar reminded him of his failure working with Chrysalis and his defeat at the changeling hive. "Why are you even here in the first place? Did you know one of our apprentices would be here?"

"No. And I didn't expect one of them to even be one of those traitorous little bugs who decided to be the good guys. Especially one so timid and weak, until it got a lucky hit, which I plan to return the favor in kind. Tenfold." Jiminy and Ocellus peeked around the corner of Boo's door, sneaking their way over to the next station while Vanitas walked over to one of the workstations. "I was drawn to this world...by the scream energy these monsters gathered for power." Grabbing something, he walked back out in the open, carrying a small yellow capsule that were the same size as the ones the slime Unversed had. Vanitas flipped the capsule up in the air with one hand, despite it being a couple inches shorter than him and possibly heavy with the red energy that filled it. "Converting the screams of human children into energy, and this company made it happen. A rich source of negative emotion that anyone could find."

"For the last time, we stopped using that!" Mike argued.

"Then how do you explain the surplus of scream energy in these capsules?" Vanitas questioned the cyclops. "Were you planning to use it as a backup when you run out of laughter?"

"We threw out every last bit of scream energy when we reopened this company," Sulley said, keeping Boo behind him to protect her from the evildoer.

"Not all of it," Vanitas corrected. "There was that slimy lizard I assisted in escaping the swamplands he was banished to. A perfect pawn to help gather more negative emotion for me. Too bad he was as useless as a certain queenie when it came to getting revenge, even with my Unversed helping him."

"So you took advantage of Randall's dire need to win and get revenge for stopping him and Waternoose," Sulley uttered.

"Not to mention, your little pests trashed our company in the process!" Mike shouted, but Sulley quickly grabbed him before he could try to run toward Vanitas and attack him, not knowing just how strong he is if he looked like Sora.

"But, even though I've gained a new body and I have all this negative emotion at my disposal, part of me still feels incomplete." Vanitas caught the capsule, holding it firmly in his palm as he looked at Sora. "If only Ventus was in your place, I'd gladly get my revenge for what he did to us, along with the bright and colorful roach who eluded me."

Vanitas unceremoniously dropped the capsule, which smacked open the latch upon impact, then shot off wildly. The stored scream energy rang out in the room, causing a short in the electronics around them as they flickered while an out-of-control container sailed around the room erratically. Sulley grabbed Boo as he and Mike quickly dove toward the work areas and ducked under the tables. Donald and Goofy did the same to avoid getting smacked by the capsule. Despite the terrified screams screeching, Jiminy grabbed Ocellus's hand and forced them to run, using the screams as a distraction to keep their smaller footsteps from being heard.

Sora stood still, leering angrily at Vanitas despite the threat of getting smacked by a heavy metal capsule. It swerved right by his head and came back around, dropping and tumbling to the ground as it ran out of scream energy. As it came rolling to his feet, Sora lifted a foot and stepped down on it.

"Come on, Ocellus, we're almost there," Jiminy panted. The two began running through the small hall connecting to the main corridor leading back to the lobby. As they reached the hallway, Jiminy gasped and backed up around the corner, dragging Ocellus back with him. Poking his head around, he grimaced, spotting Flowersnakes latched onto the walls of the hall like living security cameras. "Oh no. There's Unversed watching the hall. And it's too open to sneak by without getting noticed."

Ocellus dared to peek around the corner to see how many there were. She began to panic, seeing nearly a dozen Flowersnakes keeping their eyes on every single inch of the hallway. With it being so open, there wasn't a chance for a tiny fly to slip by them without getting caught by one of them.

"W-What do we do?" she uttered, huddling into the corner, glancing out to the laugh floor. "H-He'll know where I am if they see me. I-I'm not going to make it."

"Don't panic, Ocellus. We'll figure something out," Jiminy assured, trying his best to calm the changeling down before her anxiety attack caused her transformative magic to short out and change her back.

Sora stared down Vanitas, subtly rolling the canister under his foot back and forth. He was hoping the Vanitas within his heart was watching this. He's trounced his own darkness and trapped him in a colorful cage of light, and with Ventus's darkness, he was going to give this one payback in spades, for Ventus, himself, and especially for Ocellus.

"You sure do love to gloat when you think you have the upper hand, don't you?" Sora asked. "But...have you really ever won against Vanitas? Against Aqua when you harassed her more than Ven?" Vanitas's smirk flipped into an annoyed scowl at the mention of his battles against the veteran trio. "You even lost while working with Chrysalis, and you had all of us but Ven captured. So, what makes you think you've won when all you've done was consistently lose?"

"Minor setbacks," Vanitas said.

Sora shook his head. "No. You underestimate all of us. Including Ocellus. She's much stronger than you think; all she needs is something to help motivate her to protect the ones who matter to her most." He couldn't see where Jiminy and Ocellus were, but the changeling glanced at Sora, baffled by his praise toward her despite her fears and depression weighing them down. "You may think tearing friendships apart and spreading fear will make you stronger, but facing those fears, even when scared, makes them so much stronger than you can ever imagine. And I'll end the nightmares you've given to everyone you've ever put down. Then. And now!"

Quickly flicking his foot down, Sora kicked the empty canister up in front of him, then kicked it again, sending it sailing toward Vanitas. Summoning his Void Gear Keyblade, Vanitas easily sliced through the spinning energy container, splitting the halves as each piece flew into the corners of the massive room. Vanitas's smirk returned as he stood in his stance, Sora doing the same with a serious glower.

"I'd like to see you try!" Vanitas lunged forward as Sora did the same.

Both their Keyblades struck, shooting sparks as both wielders began zipping across the wide room. Sora was managing to keep up with Vanitas, even as he phased through an afterimage and reappeared around his blind spots to get a cheap shot in. It was hard for the others to keep up with them, spotting them in one section in one second, only to lose track before hearing them crash near one of the workstations, scattering papers or writing utensils while miraculously avoiding slicing through anything in their scuffle.

"Oh no! This is worse than I could ever imagine!" Mike exclaimed.

"Mike, will you stop worrying about everything!?" Sulley exclaimed in exasperation. "We can fix everything when we finally get rid of that guy!"

"Not that! I'm talking about Boo's door!" Confused, Sulley looked at the station where the little girl's door was set at. "If those two end up cutting her door to pieces, it'll take me weeks to put it back together! She'll be trapped here until it gets fixed!"

Sora dove into their line of sight, blocking Vanitas's blade as the two struggled the push the other back. "I'm kind of surprised. You're actually putting up a fight. Better than Ven ever could," Vanitas said.

"You know, denial is the first step of grief," Sora grunted. "Just add in bargaining and shed a few tears and you'll be on your way to accepting the fact you're gonna keep losing."

"Oh, you love to make jokes, huh?" Behind Vanitas, Donald and Goofy snuck out from their hiding spot, biding their time to sneak up on him. The two leapt toward the two wielders with their weapons drawn, but Vanitas smirked, suddenly phasing out of sight. Sora stumbled forward while Donald and Goofy panicked, unable to stop themselves as they were about to ram into Sora. Vanitas reappeared behind the two, swinging his Keyblade and unleashing a wave of electricity, shocking the mage and guard before they fell and crashed into Sora, sending the trio into a crumpled heap. "At least I don't need help in a fight like you."

Sora, Donald, and Goofy got back up, still raring to fight. "Well, you don't know just how the power of friendship can save the day," Sora said. "And I never fight alone."

"That can be arranged." Vanitas suddenly phased out of existence again, only to reappear between the trio and slash all three of them at once from behind.

Though they were caught off guard, they got back up and continued fighting back. Goofy and Sora got in close while Donald used his variety of spells to get an advantage. The guard and mage underestimated just how strong Vanitas truly was, especially with his afterimages taking the place of one hit and popping back into existence, retaliating any one of them at random or getting some distance to attack back with his own dark spells. All the while, Sulley, Mike, and Boo watched the fight from underneath a workstation, the two worried about Boo and her door in the middle of the battle, and Ocellus and Jiminy hiding by the corner near the hall, avoiding both the Unversed watching the hallway toward the exit and getting spotted by the young man of darkness.

Sora may hold his own for a bit longer, but it was obvious Vanitas was fueled by a desire for vengeance, no matter who was in his way. Jiminy glanced back at the hall, letting out a sigh as he fixed his coattail and readjusted his top hat.

"Looks like I've gotta do my fair share of heroism," Jiminy uttered to himself before grasping Ocellus's hand. "Ocellus, I'm going to try to distract those Unversed. I might not make it far, but hopefully it'll be a perfect window for you to make it to the Gummi ship."

"W-What!?" Ocellus exclaimed. "B-But they could kill you!"

"I've made it out of worse situations with those three. But right now, your life is far more important than either of ours." Ocellus shook her head in disbelief. She didn't want Jiminy out of her chaperones to sacrifice himself for her. He wasn't meant for combat and could easily be squished like the sentient bug he is. She began to panic, feeling more responsible for the trouble she's caused once again. "Ocellus, don't worry about me. You have to be brave for us."

"B-But...no! I-I can't..." Ocellus hyperventilated, her cricket-copied body suddenly flickering green as her anxiety was about to force her to revert back to normal.

"Don't panic! You can do this!" Jiminy said, trying to console the changeling.

Too lost in her self-loathing, Ocellus's disguise sparked and faded away, leaving her sitting out in the open. Stifling her terrified gasps, she flew into the open window of the entry office and hid underneath the desk inside. Jiminy hopped after her, their one chance to get her out blown as the changeling's magic was affected by her terror and anxiety. Hearing his friends back on the floor, he looked and watched the trio getting smacked around by Vanitas. Despite his gloating and mentioning his previous losses, he seemed to be purposefully holding back his true strength, toying with Sora, Donald, and Goofy before finally showing them he wasn't playing around anymore.

Vanitas kicked back Donald and Goofy, sending them tumbling across the floor and dropping their respective weapons. Sora skid back as he blocked another swing, but as he raised his blade to use a spell, Vanitas suddenly warped in front of him and smacked his Keyblade out of his hands. Vanitas then shocked Sora with lightning, stunning him, then slammed him into the ground on his back, standing over the wielder with his Void Gear Keyblade aimed at Sora's chest.

"How pathetic. I was actually going to break a sweat, but having those two idiots help you prove how 'powerful' your friendship is," Vanitas mocked. Having had enough of the intruder, Sulley snuck out from his hiding spot, intending on getting rid of him himself. The monster snuck up on Vanitas, his arms outstretched to grab him. "Oh, please. Don't try sneaking up on me."

Sulley yelled and swung his arms forward, missing Vanitas as he leapt back and over the blue-furred monster. He then froze Sulley with his magic, trapping him in a block of darkly translucent ice, slashing him aside and sent him sliding into the wall, where the ice shattered on impact.

"Kitty!" Boo cried out, crawling out from under the table to see if her monster friend was ok.

"No, Boo!" Mike called out, quickly chasing after her, only for Vanitas to blindside the cyclops, then phased in front of the little girl's path.

Boo froze and stared at Vanitas, terrified from the sadistic, sharp-toothed grin as he gazed down at her. "Where do you think you're going, kid?" Scared, Boo tried to run away, but Vanitas shot his hand forward, grabbing the back of her shirt and hoisted her up. Boo helplessly squirmed as he laughed and relished at the fear he instilled upon her. "Scared? You should be. Monsters like me should be feared."

As the others got up, Sulley growled as he marched toward Vanitas. "Let Boo go right now!" he warned, only to freeze when Vanitas pointed his Keyblade at the little girl.

"Try to come at me and I'll turn this brat into a Heartless," Vanitas said, goading Sulley to try to save Boo and make due with his promise.

"Leave her out of this, Vanitas!" Sora exclaimed. "You guys have a lot of nerve holding an innocent hostage!"

"Sorry, but I don't recall having a moral compass in order to beat my foes into submission, or take their lives," Vanitas said, his casual tone irritating the heroes. "That's the problem with 'heroes'. You all rely on your hearts to make a life or death decision for you. To truly win any fight, any war, you don't care about morals and casualties as long as you destroy your powerful opponents." Sora growled. Kairi had been taken hostage by the Organization and used as blackmail against him. Pete did the same with his own mother to wear him down with his Heartless army. Even Marluxia pulled that same stunt with all the foals in Ponyville. Now another child was in peril and was used as a bargaining chip, except Vanitas was using it to mock and rub it in their faces to show just how weak they are when someone they care about is in trouble. "Look at you all. Useless. Standing around hoping you'll come up with an idea or sacrifice your own lives to save a little girl."

Vanitas moved the tip of his Void Gear closer to Boo, making her cry out in fear while still held by her shirt. Hearing the little girl's terrified noises, Ocellus forgot about her fears, sitting up and poked her head out the window. She gasped in shock seeing Boo held by the back of her shirt by Vanitas, his back facing the entrance, and seeing his Keyblade inch closer and closer to the squirming child. Sora, Donald, Goofy, Sulley, and Mike were understandably frozen in place, unsure what to do without getting Boo hurt.

"Vanitas, don't!" Sora begged.

"'Please, Vanitas, don't kill a helpless little girl! Take me instead!'" Vanitas mocked with a sickeningly twisted chuckle. "Cliché and done to death. But, if you want me to make a deal with you, then you tell me where the sniveling little grub is. I'll let the kid go and go after the changeling instead."

Sora grunted, unwilling to make that choice for either of the two. The silence was beginning to make the choice for the group as Vanitas aimed his Keyblade closer and closer. Ocellus watched, her ears twitching with each distressed cry Boo made. The time she spent in this world, with Boo, came crashing over her like a tidal wave. She had some fun with the little girl, despite the disasters left by the Unversed and Heartless attacking the factory. When Boo was in trouble, she didn't want her to get hurt and came to her rescue, and the fear of performing adequately in combat were washed away when protecting her was far more important than her own trepidation. Boo was in trouble once again, and even though she was held hostage by the most terrifying person she'd ever run into in her life, that fear was replaced by a rage that she never thought she was possible of obtaining.

Leaping out of the window, Jiminy was startled from his shocked daze when the changeling transformed herself. "O-Ocellus? What are you-?"

"I'm not running," she said, though her voice matched the appearance she took.

Jiminy was stunned as Ocellus decided to insanely march into danger, disguised as Ventus in a monster form he would have taken. With bright white fur, green patches marking similarly like the ones Sora had on his arms and legs, though his spiked, dirty blonde hair covered up his left eye instead of the right, Ventus's possible monster form was a perfect contrast to Sora's and Vanitas's forms. The only clothing on the disguise was Ven's shirt and jacket, the checkered wristband on his left hand, and the armor pauldron on his left shoulder. Baffled, Jiminy was unable to voice his concerns with Ocellus, or barely got a word out before she ran forward, summoning her Keyblade, which also shifted into Wayward Wind, then flung her Keyblade at the back of Vanitas's head. Too distracted by the monsters before him, Vanitas grunted as he was struck in the back of the head, dropping Boo as he staggered forward.

"Who the hell...!?" Vanitas quickly turned around, his eyes growing wide in surprise when he saw who dared to strike him from behind, Boo meanwhile scrambling away and running into Sulley's arms.

"How about you pick on someone your own size, Vanitas?" "Ventus" said, calling back his Keyblade, giving it a flick in his backhanded grip as he crouched in his stance.

Sora, Donald, and Goofy balked, startled by the younger wielder's appearance. "Ven!? What are you doing here!?" Sora exclaimed.

"Uhh, please tell us he's on your side," Mike begged.

"Yes, but...I didn't ask for backup!" Sora said.

Vanitas's lips slowly curled into a grin, turning around to face his other half. "Well, well, well, this is much better than hunting down the grub," he said. "And hand delivered to me, too. Save me the trouble of waiting for the big battle to finally end you."

"Then what are you waiting for?" "Ventus" questioned.

Vanitas's smirk grew, ignoring the others behind him as he swiftly moved into his battle stance. "Ven, did Aqua tell you what was happening!?" Sora asked. "Where's Ocellus!? Did she-!?"

"Don't worry. I know what I'm doing," "Ventus" responded calmly.

Confused by the teen monster's answer, Vanitas ended the questioning as he dashed toward his other half. "Ventus" stood his ground, rolling away from a downward slash, then charged into Vanitas and gave him a swift swing. Vanitas blocked the shorter Keyblade, the two exchanging blows as their blades clashed repeatedly. Vanitas warped around "Ventus", attempting to hit his blind spots, but his foe was ready to block or avoid an incoming slash or spell at every angle. Even while keeping his distance, "Ventus" unleashed his own spells to trip Vanitas, but he flipped and jumped away from the different elements he cast.

Even though the monsters were grateful for another ally to back them up, Sora, Donald, and Goofy were still flummoxed, glancing at each other while trying not to lose focus on the one-on-one dual before them. "Who told Ven about Vanitas?" Donald questioned.

"That's what I'd like to know," Sora grumbled, bringing a hand to his ear to contact Aqua. "Aqua, why did you send Ven here!? I was handling Vanitas just fine!"

"What are you talking about!? I didn't send anyone!" Aqua exclaimed, sounding more irritated and panicked than Sora expected. "I just saw a light, which I HOPE is Ocellus trying to escape, but then it just came back, and now THAT light is fighting Vanitas! Please tell me this map is glitched and you're the one fighting and Ocellus swapped places with you, because if not, I'm going to have a heart attack while I'm reaching my thirties!"

"Huh? But...Ocellus should be getting back on the ship. I'm literally seeing Ven duking it out with Vanitas as we speak!" Sora explained, wishing he could show Aqua what's happening in the world right now.

"Why in the light of Kingdom Hearts would I tell Ven where Vanitas is!? I'm not letting him go anywhere near that punk after that backhanded attempt to kill him back at the changeling hive after they stopped Chrysalis again!" Aqua screeched, making Sora wince from the ear-piercing response.

Now only more confused, Sora focused on the fight, where the two sides were evenly matched, even as Vanitas was going all out on his other half. "Ventus" went in for another swing, which was immediately blocked, and Vanitas pushed him back hard. Using the momentum, "Ventus" leapt back far away to get some distance, focusing intensely on the darkness-wielding double. As soon as he landed, he pressed off the ground and dashed forward, leaving a trail of light in his path. Startled by the Shotlock, Vanitas kept his guard up as "Ventus" zipped all around him, slashing or thrusting the Wayward Wind with each pass, all of which were being blocked in quick succession.

"Come on, brother, is that the best you can do!?" Vanitas mocked.

"You'll! Be! In! For! A surprise!" "Ventus" said as he swiftly passed Vanitas repeatedly.

After the last dash, "Ventus" hovered in the air for a moment before slamming down toward Vanitas. Vanitas dove out of the way as shockwaves of light appeared around him to harm him. "Ventus" did it again, but Vanitas blocked the incoming monster, barely phased as he prepared for one more attempt by his weaker half. As "Ventus" hovered in the air, he was no longer holding his Keyblade backhanded, confusing Vanitas. The teen let out a yell as he prepared to slam down one final time, but the pitch in his voice slowly changed to a deeper tone. Suddenly, a flash of green light trailed up from the teen's feet to his head and his Keyblade held over his head, everyone recognizing that familiar sort of magical glow. "Ventus's" build was much bigger, as big as Sulley's, but with dark brown fur, his tail bearing a few sharp spines, black horns with red markings sticking out from the spiky brown hair trailing down his upper back, and bulging muscles gripping tightly to Ends of the Earth, and bearing a familiar vest as clothing with the pauldron now bigger as it extended down his left arm as a gold, dark gray, and red gauntlet. Hovering in the air, ready to slam down on Vanitas was a monster transformation for Terra, but it wasn't Terra, nor Ventus as the others realized.

"What the hell...?" Vanitas uttered.

"Terra" swiftly dropped back down to the ground, swinging his Keyblade down hard on Vanitas. Vanitas barely snapped out of his stunned stupor, raising his Keyblade to block the incoming blade, making a big mistake as the huge monster and heavy blade slammed him down to the ground, flat on his back, leaving a small dent in the metal floor. Vanitas gasped, the wind completely knocked out of him with his eyes nearly bulging out, both from the shocking discovery of who he was fighting and the intense amount of pressure and pain from getting smashed into the ground, despite still trying to hold back the Ends of the Earth with his own.

"...No way," Sora uttered. "...Ocellus???"

"Grk! Y-You!?" Vanitas was still in disbelief from the situation he was in, held down by a transformed changeling who matched the powerful might of the real Terra. "H-How...are you-!?"

The heartless wielder wheezed as "Terra" put more pressure down on him. "I will not let you harm someone like Boo, and I am NOT going to run away anymore, even if I'm still scared of someone like you!"

The giant monster's eyes flashed briefly as Ocellus was emboldened by her newfound courage. Vanitas snarled furiously, suddenly sinking into the ground in a dark purple void as it swiftly moved behind the changeling. He shot up form the ground with a yell, spreading a volley of fireballs where he rose, then dove down toward her. Letting her fighting instincts as Terra guide her, Ocellus dashed forward, avoiding Vanitas and his raining fire as she came to a stop before her friends, then sped right back toward Vanitas in a retaliating spiral. She struck Vanitas, startling him, refusing to give him a chance to strike her. She knocked Vanitas high into the air, flinging her Keyblade at him. Vanitas smacked the large blade aside, about to mock her, only to find her jumping up after him, grabbing his face in one of her massive hands, slamming them back down into the ground with an earth-shattering smash.

Ocellus returned her Keyblade in her hand, leaping away from the dazed monster with a backflip, her body shifting in a flash of green. Now more slender and just a couple inches shorter than Terra's monster form, she landed with a light crouch and stood in her new form, along with her Keyblade doing the same. Her body was a light shade of blue, her skin smooth and moist like that of an octopus's, even bearing two arms for tentacles while four that made her legs were each pair for her right and left legs, white diamond and snowflake shaped marks lined down each of her limbs, her blue hair looked more scaly, a pair of her bangs at her sides literally a pair of snakes with Ocellus's eyes while hers in this form matched those of Aqua's, even to her tank top vest and silver pauldron on her left shoulder. Ocellus took her master's stance, her Keyblade transformed into Rainfell, glaring intensely at Vanitas as the snake heads hissed.

"Wow. She's really beating him," Sulley said in awe.

"Who knew she had it in her, huh?" Mike asked. "Although...that look reminds me of Celia...I hope she won't get too mad at me that I'm gonna be doing some major overtime for a few weeks after all this."

Sora, Donald, and Goofy were still struck with awe at Ocellus's prowess, but Boo was happy to have her new friend save her and beat the evil monster up. As scary as Ocellus was to her back down at the factory floor, seeing her come to her rescue and turned into a new version of "Kitty" was exciting in her eyes.

Vanitas shakily stood back up, grabbing his head as it pounded from the painful smash into the metal floor. "How...How are you stronger than me? That's impossible."

"You made me mad," "Aqua" said. She suddenly dashed forward, surprising Vanitas with her speed as she thrust her Keyblade into his chest, sending him crashing back into the wall. Rushing toward him again, she kneed Vanitas in the chest, knocking the wind out of him. The hair snakes hissed and lunged forward, each one biting down hard on his shoulders, neither carrying venom, but they hurt enough to get his attention. "You really don't recognize my voice after last time?" she asked, dropping her master's voice while revealing her true voice. "Remember the changeling who you yelled at and was deemed 'worthless' for a simple disguise as one of the Elements of Harmony?"

While annoyed by the monster hair snakes gnawing on his shoulders, Ocellus's question made him gasp. He didn't want any reminder of the changelings he assisted, and also betrayed him and Chrysalis, but one weakling out of the bunch who cowered and quivered under his gaze recalled his recruitment process. A young changeling teen who was mocked by the others and turned into a rock to pretend she didn't exist. Her voice did sound familiar, and he didn't realize it before when he cut her off from the others and got blindsided by her; that cowardly changeling he put down was now a Key bearer, and she was beating him.

"...You...?" he uttered, dumbfounded.

"Who's the worthless little grub now?" Ocellus growled.

She swiftly turned, and with a surprising amount of strength, the snake heads managed to fling Vanitas up in the air as they let go. She leapt after him, summoning eight orbs of pink light around her as they followed her. Flipping back upright, Vanitas glared at Ocellus and dove down after her. He missed as she teleported to an orb, smacking it with her Keyblade and sent it flying toward Vanitas. It homed in on him and knocked him in the air as she repeatedly warped and struck the remaining orbs to send after him. The last orb curved up over Vanitas and rammed into him, sending him crashing back down to the ground.

Ocellus landed, changing her stance as her body flashed green in yet another transformation. Now crouched in Sora's stance, a perfect double of him along with Shapeshifter taking the Kingdom Key's form, her eyes flashed again as she raised her weapon, watching Vanitas get back up with a scowl.

"Now you're really getting on my nerves, you little pest!" Vanitas roared as rushed her.

Barely flinching as he got closer, Ocellus suddenly lunged forward with her Keyblade thrust forward, surprising Sora as she copied how he performed his Sonic Blade attack. Vanitas dodged to the side, barely nicked by the incoming dash, but didn't have time to react when she came rushing back without any loss in momentum. He yelled as he was struck, trying to block her blade, only for his guard to be broken as she pierced straight through him, sending him staggering back and forth with each repeated lunge.

After one more powerful thrust, she rammed into Vanitas, following up with a series of swift slashes in an Ars Arcanum. Vanitas was getting furious as he was getting rag dolled, and he couldn't keep up with her quick slashes, even when there was a slight pause between her combos that left more power than the initial start of the physical skill. When he thought he had an opening, Ocellus smacked him up in the air, slashing him higher and higher before knocking him back, then aimed her Keyblade at him as light began to build up at the tip. Once it had charged and was flashing brightly, Ocellus let out a shout, unleashing hundreds of smaller lights that shot out and homed in on Vanitas. Dumbstruck by the trailing lights hurtling toward him, Vanitas braced himself, expecting smaller explosions to wrack his body. His eyes widened when the lights converged together in front of him, combining into a much powerful blast than he expected, sent hurtling across the room with a pained grunt, smashing into a cart of empty energy canisters in the corner, all of them scattered while burying him under the containers.

The others were stunned by Ocellus's prowess as she landed, panting heavily, her body trembling from the adrenaline rush. "Whoa. She...beat him," Goofy said in awe.

"She really did," Sora did, chuckling slightly in amazement. Ocellus weakly stood straight up, glanced at the others with a fatigued gaze, then suddenly fell on her back. Gasping in shock, Sora, Donald, Goofy, Mike, and Sulley ran over to check on her. "Ocellus!"

As they surrounded her, they were relieved to see she was just panting heavily, no doubt exhausted from all the power she unleashed. From her feet, the same green aura that aided in her shapeshifting slowly rose up her body, even doing the same to her Keyblade from the chain leading to the teeth. Where everyone expected to see her black chitin, they were shocked to see her hind legs were back to their brighter light blue color, her tail and head and neck fin were a translucent pink, and the shell that concealed her wings was back with its red and white dotted pattern. Shapeshifter had also returned to normal: bright white and blue, the tip curved like her horn with the teeth of the key blunted down to look like a proper three-pronged crown, the translucent insect wings for the hilt's guard, and the chain back to being a harmless white butterfly. Neither of them knew how it was possible, but the innocent changeling's appearance had been returned and the curse from the Unversed was broken.

Ocellus stirred, squinting her eyes as her muscles seemed to burn. "D-Did...Did I win?" she asked.

Boo squirmed out of Sulley's arm and ran up to Ocellus. "Horsey!" she cheered, wrapping her little arms around the tired changeling's neck.

"Boo?" Confused, Ocellus moved a hoof to hold the little girl. She gasped when she noticed the color of her skin was back to normal. Despite her fatigue, she sat up, bringing Boo with her as she held her and looked at herself. Speechless, her body was back to normal, tears of joy and relief welling in her eyes. Her Keyblade was back to normal as well, confirming that she wasn't dreaming or hallucinating. "...I-I...H-How...?"

"We have no idea, but we're kinda glad you're back to normal," Sora said.

"And you sure seemed to handle that Vanitas guy," Mike said. "He'll think twice before he messes with someone like you."

"She roughed him up because of Boo, Mike," Sulley said to his friend, giving the smaller monster a small nudge. "But maybe seeing her in trouble helped find the strength she needed to face that monster."

Ocellus looked at Boo, a smile growing on her face as her tears flowed freely. "...It did," she said, hugging the little girl tightly. "I would blame myself if I couldn't do anything to save her." Boo giggled and nuzzled up to Ocellus. Ocellus was glad Boo forgave her and was no longer scared of her. Fighting to protect someone as small and helpless as Boo helped give her find the courage to fight, and she didn't feel weighed down or thrown off by her combat prowess. It was like her Keyblade was finally in sync with her and trusted in her to take charge in combat rather than it tugging her erratically. Maybe Sora was right; her fear of failing, letting others down, and being in the presence of Vanitas held her back, but when Boo was in trouble, that fear disappeared, she was able to focus, defend herself and Boo, and face the monster that scared her without so much as a sliver of hesitation. Glancing up at Sora, Donald, and Goofy, she stopped hugging Boo and wiped her eyes. "...I...don't want to stop training. I want to get stronger...so I don't let others who are weak like me get hurt."

Sora, Donald, and Goofy were a bit surprised by Ocellus's request after her confession and what the nightmarish Unversed monster did to her. "Are you sure, Ocellus?" Sora asked, concerned. "You can still refuse if you want."

Ocellus looked at Boo, then back to Sora. "I'm certain this time," she said with confidence.

Sora grinned, giving her a nod. "Ok. That's good to-"

"Sora, what is going on down there!?" Sora grimaced as Aqua startled him through his earpiece.

Chuckling sheepishly, he brought a finger to his ear. "Aqua, you won't believe what you're gonna see when we get back. And with much more good news than before."

"Well, now's not a good time to be celebrating! Vanitas is still in that room!" Aqua said.

"Yeah. But he's down for the count," Sora reassured. "Ocellus actually managed to knock him down a peg or two."

"Down as in unconscious or dead???" Aqua questioned, confusing Sora. "Because he's still there, but the darkness around where he's 'down' seems to be fluctuating and growing out of control!"

"Huh?" Sora glanced over at the fallen canisters. As the others did the same, Ocellus let out a small gasp, sensing a huge wave of negative energy beginning to spike, her confidence quickly vanquished by a dark aura slowly rising from where Vanitas laid. They all heard the canisters suddenly getting filled with energy, a dark red light growing from the indicators that sparked with darkness as a low roar-like sound was injected into them. The pressure in them began to rise, causing the canisters to shake, hearing cracking sounds as the energy began to hiss with growls. "Oh horseapples..."

Just as the canisters seemed like they were about to explode, Vanitas let out a roar, scattering the canisters around him. Everyone scattered as the canisters flew off, blowing up from being filled with an intense amount of negative energy from Vanitas himself. Barely able to move, Ocellus shielded Boo as she braced for the shrapnel to hit her back, miraculously missing the two while her mentors and monster friends took cover. When she looked back, her eyes grew wide in fear as Vanitas stood, panting heavily, dark aura radiating from his body, and his yellow eyes were tinged with blood red rage.

"I...will not...be humiliated...by a little runt LIKE YOUUUUUU!!!!!" Vanitas screeched, glaring intensely at Ocellus, then dashed toward her with a terrifyingly monstrous yell.

Panicking, Ocellus quickly grabbed her Keyblade, then tossed Boo as she cast Aero on her, letting her safely glide far away from her. Boo was startled, but when she looked to reach out to Ocellus, the changeling turned to face Vanitas, only to get smacked hard in the side by his Keyblade. Ocellus screamed in pain as she was struck and flung hard across the room, slamming through several of the workstations, scattering materials all over the place. She hit the floor, doubled over in agony from the pain and all her stamina drained from her transformations.

"Ocellus!" Sora cried out, rushing over to protect her, but Vanitas suddenly warped in front of his path, slamming his fist into his abdomen, making him gag and wheeze.

"No one's going to save her," Vanitas growled, his fist sparking with dark lightning before thrusting his arm forward. Sora yelled as he was sent flying back, his body convulsing from the dark paralytic shocks coursing through his body. Donald and Goofy tried to rush in to help Ocellus as well, but Vanitas intercepted them, warping to them and kicking Donald hard in the face while slamming his elbow down on Goofy's head. His ear twitched as he heard the sound of magic being cast, looking back at where Ocellus had landed and catching a hint of a green aura that led with her changed form. "You're not running away from me this time, you coward!"

With a yell, Vanitas launched a powerful Dark Firaga spell, blowing up the workstation Ocellus tried to hide under as the blast sent her flying, shifting her back to normal from attempting to hide as Jiminy again. She scrambled to get away after hitting the ground, wincing slightly as her body was beginning to tire out.





Aqua watched in horror as the darkness around Vanitas's blue dot on the map intensified. She didn't know what was physically happening in the world, but she got a good idea when she saw Vanitas lunge toward the light she believed was Ocellus's and smacked it across the room. Sora looked like he was about to intervene, but Vanitas knocked Sora's light back, and Sora wasn't moving.

"No. No no no no no! Ocellus needs help! But I won't be able to reach the world on my glider in time!" Aqua tensed as she struggled to figure out what to do when an idea suddenly clicked in her head. "Wait...That world has gateways to other worlds through closet doors...Sora said he walked into Apple Bloom's room with one of those doors...What if...?" With no more time to spare, Aqua quickly teleported from the throne room and outside Spike's bedroom door, hastily knocking on it. "Spike, open your door! It's urgent!"

Hearing the baby dragon yelp, Spike scrambled over to the door and swung it open. "What!? What is it!? Have Heartless invaded the castle!?"

"No, but Ocellus is in trouble, and I need to open your closet!" Aqua exclaimed.

"...You want to...what?" Spike uttered, understandably confused.

"No time to explain!" Aqua said as she entered the dragon's room. She approached his closet as Spike watched, worried that Aqua had lost her mind. Standing before the simple wooden door contrasting the blue and purple crystal walls, Aqua reached a hoof out to the doorknob and opened it. Before Spike could ask if Aqua was feeling ok, his jaw dropped when the little space that was used to store his comics had somehow altered to the two looking into what seemed to be an industrial setting, hearing machines echoing in the vast space beyond the storage room the door led to. "It's still opened. Good, I have no time to waste."

Aqua leapt through the door, her body changing as her magic blended her in with the new world. Spike carefully approached the door, now seeing the Keyblade Master as a tall, octopus-like monster of light blue with white markings down her tentacle limbs shaped like diamonds and snowflakes, and her hair appeared scaly with two bangs on the sides of her head moving on their own, with snake heads at the ends. Aqua didn't have time to marvel at her monster appearance, quickly sprinting off to where the laugh floor was from her memory of the map from the throne room. Spike blinked, glancing around the room nervously.

"...Uhh...I'm just gonna...close this," Spike uttered, grabbing the doorknob and slowly closing his closet door shut. "I hope whatever enchantment caused that disappears, because I have a lot of comics in there."





Vanitas slowly stomped over toward Ocellus menacingly. She tried to crawl away, calling her Keyblade to her hoof to protect herself.

"Well? Go on. Fight me," Vantias goaded with a snarl. "You can clearly pull your weight unlike the rest of your worthless peace-loving kind! You made me look like a fool, tricking me like that! So come on! DO SOMETHING!"

"S-Stop. Please," Ocellus whimpered.

"Oh, I'm gonna need more than PLEASE!" Vanitas reared his arm back to swing at her. Ocellus raised her Keyblade to protect herself, the force knocking her blade out of her grip as it was flung across the room, almost hitting Boo as she landed safely on the ground thanks to Ocellus's spell. The little girl staggered back until she fell, glancing down to where her bug horse friend was cowering away from the menacing monster who wasn't done fighting. "I said get up AND FIGHT!!!"

With his free hand, Vanitas thrust his arm, grasping Ocellus's throat. The changeling gasped and struggled to breathe, feeling herself being lifted while her hooves flailed to pull his arm away from her neck. Thinking she was going to choke to death, Vanitas roared and flung her into the wall behind her, following up with a swift rushing knee to her abdomen, making her gasp harder for air with a painful whimper.

"H-Horsey," Boo whimpered, fearing for her friend's life as she instinctively hid behind the debris of one of the workstations Ocellus was flung into.

"Come on. Where's that bravado you had earlier? You were mad, huh? So get mad!" Vanitas demanded. Grabbing her muzzle, he slammed the back of her head against the metal wall, keeping his knee firmly pressed into her gut. "If you're not mad anymore, then I'll be far BEYOND furious for you!" He then slammed Ocellus back down to the ground and gave her a hard kick in the side, sending her tumbling closer to Boo. As she struggled to breathe, Ocellus squinted her eyes open, finding Boo dangerously close to her. She tried to tell Boo to get away from her, only to let out a painful yelp from Vanitas's foot slamming down on her side, causing Boo to gasp and crawl away as she watched the monster beat up her friend. "I had Ventus already get me with that stupid mirage trick when he created a link with that traitorous king of yours. I've already been fooled by that useless runt, and I'm NOT allowing someone else to make me look like an idiot!

"Show me you actually have some fight in you that your cowardly new hive doesn't have anymore!" Vanitas repeatedly stomped down on Ocellus's body, keeping her from crawling away as she cried out in pain. "Turn into someone else, why don't ya!? Maybe Riku! Or Kairi! What about that Nobody who backstabbed the last Organization!? Or, to make it better, why not turn into me!? That way, I'll know I'm clearly better knowing that I can kick my own ass and have the last laugh!"

He delivered another harsh kick to her stomach, sending Ocellus flopping out to the center of the laugh floor. Donald and Goofy shook off their daze while Sora was still writhing from the electric shocks wracking his nerves, barely able to move as he watched Vanitas slowly approaching the coughing, trembling, bruised changeling.

"V-Vanitas...Let...Let her go," Sora grunted.

Donald and Goofy tried to stop Vanitas again, but the monster flicked his Keyblade, knocking the two back with a shockwave that sent them crashing into the last few remaining workstations that still stood. Mike and Sulley had no idea how to stop someone that powerful, even if they ganged up on him as well. Mike looked around, spotting several folders with key cards scattered around the floor near his feet, then glanced at the empty door stations, all of which thankfully unharmed from the deadly battles against Vanitas.

"Sulley, I got an idea," Mike quickly said. "Try to sneak up behind that kid and try to hold him down when I give the signal."

The big monster nodded as the two silently set their plan in motion out of Vanitas's line of sight. Vanitas loomed over Ocellus, his fangs bearing a menacing smirk at the changeling, too wracked with pain to move or breathe as tears streamed down her face.

"Pathetic," he hissed. "No matter how hard you try, you're still just a worthless. Little. Grub."

Lifting up his foot, he pressed it down against the side of Ocellus's head, squishing her face against the floor as she whimpered. Under the table, Boo shook in fear as she watched Vanitas step on her head, planning to squish her. As she backed away, she nearly tripped over a plastic bat that had rolled away from the Unversed's scaring spree earlier. She looked back at Vanitas, reminding her of Randall when he tried to drop "Kitty" out of a moving doorway above the vault. She was not going to lose another new monster friend, her fear replaced by anger as she scrunched her face. Gripping the bat with both her hands, she approached the unaware monster, and just as he raised his foot to stomp down hard on her head, she swung the bat and hit his leg. Stopping, mere inches from stomping down on Ocellus, Vanitas felt the light tap and the sound of a plastic thud echo in the room. Glancing down, Boo gave his leg another few swings as hard as her tiny arms could manage.

"B-Boo...n-no," Ocellus weakly uttered.

Dumbfounded, Vanitas's grin widened, snickering slightly before he began laughing uproariously at the little girl's attempt to "attack" him. "Well, now, isn't that just precious! You're saving grace, bug?" Ignoring Ocellus, he faced Boo, standing several feet taller than the toddler, but she glared back at him with her bat held tightly in her hands. Vanitas crouched down, amused by the child's antics. "You really think you can save your little friend? You're supposed to be scared of monsters like me, yet you're not afraid?"

"Bad!" Boo shouted, adding in some angry toddler babbling while throwing in a raspberry to emphasize her childlike disdain toward him.

"Cute. Fine, then. I'll play along," Vanitas said as he turned his head, pointing his left hand to his cheek. "I'll give you one free hit. Right here. Let's see if you can beat me up with your 'super scary bat'."

Boo held her bat tighter, but as she readied herself to swing, something up on the conveyor rails caught her eye. Confused, Vanitas was about to question the girl's attention span, but while he was distracted, he wasn't aware of a certain wielder who was watching them arriving to save the day. Leaping off the rail, Aqua summoned her Keyblade, and with a yell, swung it forward, unleashing a set of chains of light from the tip. The chains wrapped themselves around Vanitas, surprising him as they tightened around his body, trapping his limbs to his sides.

"Threatening little children? You really have become a heartless monster, Vanitas," Aqua said, her hair snakes with her own eyes hissing angrily as they glared at him.

Growling, Vanitas turned his head to leer at Aqua. "I am getting sick and tired of this! When I break out of these chains, I am killing every single one of you!"

While struggling in his bindings, Vanitas glanced down at Ocellus. He jumped up to stomp his feet on the injured changeling, but Aqua flicked her Keyblade, sending Vanitas hurling away from her, tugging her blade to tighten his restraints.

"Not another hand on my pupil!" Aqua shouted, struggling to keep the chains of light from breaking as Vanitas continued to try to break free.

"You think these stupid chains will hold me down!?" Vanitas snarled, the aura around him growing stronger as he grew more angry, the yellows of his eyes slowly turning a complete shade of red. Aqua grunted, feeling the chains weakening from the intense darkness radiating from his body. She poured more of her light into the chains, which did little to help as her hold was beginning to break. "I should have killed you when I had the chance all those years ago! While I was in full control of Ven's body! The look on your face as I take your heart would have been priceless if that weak part of me didn't sacrifice his life to kill the both of us! But it'll be all the better when I kill that bug, RIGHT IN FRONT OF ALL OF YOU!!!!"

Behind him, through the darkness of the aura, a pair of fuzzy blue arms shot forward and grasped his sides, startling Vanitas. The aura fizzled out in his confusion, revealing Sulley helping Aqua hold Vanitas with his muscular arms.

"You're not harming anyone else!" Sulley exclaimed, tightening his grip on Vanitas's arms, pressing them even tighter to his sides.

"G-Get...off of me!" Vanitas shouted angrily. With Vanitas distracted, Mike hurried and rushed by four door stations, swiping a key card through each to summon a different door. They came through and landed at their docks, silently rushing the machines to drop the doors faster. Vanitas screamed, flailing about in Sulley's grip and Aqua's chains. "I'm gonna kill you all! This whole world! EVERYTHING! Screw what Xehanort orders me to do! If that stupid X-blade just fully forged itself, I would have taken his life as well for all the hell he put me through!"

Aqua noticed Vanitas still gripping his Keyblade, noticing a building aura of dark fire forming at the tip. "Break his arm!" she said to Sulley.

Noticing her distress, Sulley increased the pressure in Vanitas's right arm. With Aqua aiding to constrict the wielder, there was a loud popping sound, followed by a painful wail from Vanitas. His eyes bulged as his right arm went limp, dropping his Keyblade as it and the spell he was going to cast faded once it hit the ground.

The doors Mike called were finally docked, rushing to each console to power them up. "Sulley, the doors are active!"

"Ok!" Sulley said. "Miss, follow me!"

Aqua nodded as Sulley ran toward the first door, keeping the wildly flailing Vanitas in his hands while Aqua followed after, keeping her chains gripped around Ventus's darkness. Mike quickly opened up the door, but just as Aqua questioned how flinging Vanitas through a bedroom closet door would keep him locked out, she caught a glimpse of the world it led to actually exited to a field outside.

"I'LL KILL YOU ALL! BREAKING MY ARM WON'T STOP-!" Sulley reared his arms back, signaling Aqua to drop her magic chains, then threw Vanitas hard through the door. Vanitas yelled, hitting the ground before he flipped back onto his feet, his body reverting to his human form now that he was no longer in the monster world. Despite his limp arm, he roared and raced back toward the door. "YOU'RE ALL GONNA PAY FOR-!!!!!!"

Aqua quickly took aim and blasted Vanitas back with Firaga, hearing him grunt as he was sent flying back again. She quickly shut the door as Mike pressed the button to power off and detach the door, Sulley following as he took the door with him as they ran to the next one. Sulley flung that door into the next door down the line, Aqua only managing to get a glimpse of what looked like snow coming through the opening as both monsters repeated the door flinging process to throw Vanitas off. After tossing the last door, Sulley grabbed it and carried it over to machine that looked like a wood chipper that Mike was ready to turn on. Sulley set the door in the slot, Mike turned it on, and the duo watched with a triumphant grin on their faces as the door was shredded down into millions of wood chips, popping out the metal knobs used for the door handles through a side chute.

"Hmph. Good riddance," Aqua muttered, her snakes hissing in agreement with a nod. Despite now noticing the additional parts of her, her shock was replaced with worry as she focused on Ocellus. She saw Boo rush over to the changeling after the two monsters helped rid Vanitas from their business. She didn't worry about Sora, Donald, or Goofy, the former finally able to move again while the other two stumbled back on their feet. Aqua rushed over to her, relieved to see she was breathing, but was in pretty bad shape. Raising her Keyblade, she cast Curaga, letting the healing bellflowers sprinkle their powder over Ocellus. The bruises were fading away, but she was still breathing weakly and nearly fading in and out of consciousness. "Ocellus? How are you feeling?"

Barely able to lift her head, Ocellus glanced up at her master. "C-Can...barely...b-breathe," she uttered. She looked back at Boo, the little girl about to break down in tears as she was afraid her new friend was going to die. Ocellus smiled weakly at the little girl. "I'm...glad...you're unharmed...Boo..."

The others began to gather around them, worried for the changeling's health. "Aqua, I'm so sorry," Sora apologized. "I tried to stop him, but he-"

"Sora, I'm just glad I was able to get here in time to help you all," Aqua interrupted. "I thought Vanitas was tough before, but it seems he's far stronger than either of us have realized. And I've never seen him get that mad before..."

"How did you even get here that fast?" Donald asked. "Weren't you back at the...'base'?"

"I'll explain later when we get back," Aqua said. "We need to take Ocellus home."

Sora, Donald, and Goofy nodded. Sora walked over to pick Ocellus up, but Boo whined, grabbing Ocellus's hoof as she desperately didn't want her to leave. As much as neither monster wanted to tell Boo she was going to have to say goodbye to Ocellus, the changeling lifted her hoof, weakly patting the little girl's hands.

"I'll...I'll be ok, Boo," she assured the toddler. "Horsey's...Horsey's really hurt...and needs to rest. Maybe...when I get better...I'll come visit you...and we can play more...Ok?"

Boo sniffled, crawling over to Ocellus's head and hugged her muzzle, her grip light enough to not cause her more pain than she's already in. Even though she was in immense pain and could hardly breathe and couldn't protect herself, Ocellus was proud to know she kept Boo out of harm's way, and was grateful for Boo for trying to save her in kind. The adrenaline in her body fizzled out as her consciousness wavered, passing out with a content smile on her face. Boo released Ocellus and walked over to Sulley, watching her get picked up by Sora.

"Come on, Boo. Let's get you back to your bedroom, where it's much safer," Mike said.

"We'll make sure there are no more bad monsters that'll attack you when we see you again," Sulley added as he gently rubbed Boo's head, then addressed their visitors. "Thanks for all your help. Hopefully Ocellus makes a full recovery."

"I should be thanking you in assisting handling Vanitas," Aqua said. "Not sure if I could have held him back on my own."

Mike and Sulley said their goodbyes as they watched the group make their way out of the building before making sure Boo got back home to her world. Jiminy hopped up onto Sora's shoulder as they passed by the office counter, the Unversed in the hall now gone after Vanitas got flung out of this world. They headed outside and toward the Gummi ship, Aqua joining them on the flight back to make sure Ocellus was stable during the trip back. When they got back to Equestria, they were taking Ocellus to the hospital to check for any internal injuries she might have suffered before evaluating her progress in the factory. Whatever good news Sora would have had for her would have to wait once Ocellus made a full recovery.





"YOUR ALL GONNA PAY FOR-!!!!!!" Vanitas was suddenly blasted point blank range by Aqua's Firaga spell, sent tumbling back across the grass with an irritated growl. He heard the door slam shut as he got to his knees, clutching his right arm with his left. He ran toward the door and slammed it open, but with no power, the doorway didn't lead back to the monster world. "Those sons of...!"

Shutting the door in the frame, he summoned his Void Gear in his left hand and aimed at the door, unleashing a beam of light that unlocked the door. He kicked the door open, stumbling forward as the gravity altered slightly, making him fall forward into a blanket of snow. Kneeling back up, spitting out the mush of slush and shaking the snow that stuck to his face, he looked around in confusion, finding himself somewhere in on a mountaintop with another door not too far from where the other door currently laid. Frustrated, he aimed his Keyblade at the next door to unlock it, running over to open it, but found himself in yet another world, and doing the same with the next while being careful not to slip through and fall flat on his face again.

With the last door, he aimed his Keyblade at the standing doorway, not bothering to wonder why there were doorways that led to the middle of nowhere in the monster world. No beam of light built up or fired from his Keyblade, baffling him. Vanitas flung his Keyblade aside and tried opening the door, but it wasn't working. He repeatedly opened and closed the door, trying to get it to work, but it was like the door to the monster world didn't exist on that side anymore. Gritting his teeth, Vanitas growled as he clenched his fist, letting out an enraged roar as his darkness erupted from his body and punched the broken door, shattering it and the metal frame inside it to pieces.

Panting heavily, his dark aura died down, though he still seethed with rage. Grabbing his right shoulder, Vanitas braced himself as he forcefully shoved his arm back in it's socket, shouting obscenities as he grunted in agony. Getting feeling back in his right arm, Vanitas's eye twitched, once again humiliated by the heroes, now adding Ocellus at the top of his list of people to slaughter next to Ventus. Giving up on pursuing the monster world, he summoned a portal of darkness, returning back to the New Organization's hideout while clutching his slowly recovering arm. While staggering through the halls, he was on the lookout for a very specific gambling man, having a bone to pick with him.

Walking out of one of the rooms with his sitar being carefully tuned, Demyx spotted the scowling teen walking by. "Whoa. What happened to you, Vanitas?"

Vanitas froze on the spot, grinding his teeth before he snapped, ramming Demyx into the nearby wall as he let out a startled yelp and dropped his instrument. "Shut the ever loving hell up, you useless, tone-deaf piece of garbage!" he yelled.

"H-H-Hey, hold on, dude! I was just wondering what happened!" Demyx exclaimed.

"WHY THE HELL SHOULD I TELL SOMEONE AS USELESS AS YOU ANYTHING!?" Vanitas screeched.

"I-I'm just curious," Demyx nervously answered. "You might want to take a chill pill if you're so stressed out."

"Shut up! I don't want to hear another damn word out of your mouth!" Vanitas said. "Where the hell is Luxord?" Demyx whimpered, keeping his mouth shut for risk of getting punched in the face, but his silence frustrated Vanitas as he grabbed the musician's coat collar, shaking him hard against the wall. "I SAID TELL ME WHERE LUXORD IS!"

"But how could I answer!? You told me to shut up!" Vanitas snarled, balling his fist and bringing it back. "AHH! NOT THE FACE!"

"Hey! What's with all the shouting!?" Stepping out from the corner of the hall, Xigbar approached Vanitas and Demyx, the latter slipping out of the former's grip as he backed away from the angry teen while he was distracted by the sniper's presence. "The whole building's shaking from your angry ramblings, and it's the middle of the night. Some of us actually sleep around here."

"I didn't do anything to tick him off! I swear!" Demyx exclaimed. "I was just asking-!"

Vanitas roared, grabbing Demyx's sitar and flung it at him. Demyx screamed as he ducked, unsure if he should fear for his life or his musical instrument, but he ran for the hills to escape Vanitas's wrath.

"WHERE THE HELL IS LUXORD!?" Vanitas demanded. "Either summon him here, or I'll tear through every single part of this stupid castle to find him and wring his stupid neck!"

"Calm down, kid. You're gonna pop a blood vessel," Xigbar ordered. "And keep your voice down. The old man does need his beauty rest."

"Screw Xehanort! And the whole lot of you!" Vanitas thrust his hand out as he summoned his Keyblade, pointing it at the one-eyed sniper's face. "I've been humiliated for the last time, and I'm going to take my rage out on every single one of you if I don't get what I want!"

"Let me guess: you tried to find your other half, picked a fight with him, and lost?" Xigbar questioned, his smirk infuriating the dark teen. "You know, disobeying Master Xehanort's orders is not really the smartest idea in the world. Some of those plans of his back then would have been successful if you didn't decide to go rogue and toy with your opponents. Probably explains why your cocky attitude inflates your ego, then you get all butt hurt when you get beat and you deny you've lost so you can move on."

"Don't you dare lecture me! Just because you and Saïx see yourselves as that old man's number two, that doesn't mean you're in charge of ANYTHING! Get me Luxord, or you're going to die by my blade right here and now!"

"VANITAS!" The teen flinched, hearing the elderly, raspy voice of the group's powerful leader. Xigbar smirked at Vanitas, stepping aside to show Xehanort approaching them from the end of the hall. His stern glare on the teen made his blood run cold, but he still held his unbridled rage, both from the monster world and the Organization he was a part of. "Why are you causing a fuss?"

"Uh oh. You woke up sleeping beauty," Xigbar taunted.

"SHUT THE HELL UP!" Vanitas shouted to Xigbar, then turned back to his master. "And as for your pointless question, old man, I want Luxord."

"Whatever for? He's busy with reconnaissance, just like you should have been," Xehanort said. He examined the scuffed state of his apprentice's clothing. "And not to engage with our enemy. Instead, you have disobeyed my orders once again."

"LIke I give a damn about your orders!" Vanitas exclaimed. "If I wanted to, now or back in the past, I could have easily taken your life as well as my worthless half-brother's! All you do is sit on your ass and plot, and we're just sitting around, watching everyone and everything, or searching for a stupid box that doesn't even exist!" Gripping his Keyblade tightly, Vanitas brought it up, challenging the elderly man. "In fact, if I kill you, then I'll lead this damn group and get this war started now!"

Xehanort grunted, scowling at the teen. Faster than Vanitas could blink, Xehanort suddenly appeared behind him, grasping the back of his head with one hand. Startled, Vanitas tried to retaliate, but Xehanort struck his right arm with his other hand, causing the joint to pop back out of its socket, making him cry out in pain as his arm went numb again and drop his weapon once more. He began to flail, but froze when the pressure around his skull began to tighten in Xehanort's grip, but the elder wielder as merely grasping his head to hold him steady.

"Vanitas, how many of your Unversed have been slain within the last few hours?" Xehanort questioned. Vanitas didn't answer, his eyes widening in fear. "Being a part of you and 'training' with them, they always brought you pain upon defeat. You've tolerated that pain after some time...Maybe I can decrease that tolerance as punishment for your insolence."

Vanitas grunted, thinking Xehanort was bluffing. In one swift second, Vanitas let out a sharp gasp, feeling every nerve in his body suddenly flare up in the most agonizing pain he ever experienced. He tried to fight back the screams, but it soon became too unbearable as he let out a blood-curdling shriek of agony, feeling every sting of every blow from physical to magical constantly barrage his nervous system. Xehanort kept a tight hold on Vanitas's head, keeping him held in place as he helplessly flailed about, his left hand trying desperately to pull the old man's hand off his head. His screams echoed throughout the castle, alerting the rest of the Organization present in the hideout sans Seeker of Darkness Ansem, Xemnas, Dark Riku, and Young Xehanort to what was happening as they wondered what was happening. It was rare to see Xehanort wandering about while he was preparing himself for the upcoming war for Kingdom Hearts and the X-blade, though for some watching Vanitas getting tortured, like Larxene, was almost entertaining to see the bratty and impulsive member of the group get put in his place.

"AAAAAAAAAAAAHHHHHHHHHH! S-STOP IT!!!!!" Vanitas begged, hyperventilating as he struggled to breathe, wanting to die from the intense agony, but was denied such a request. "STOP! MAKE IT STOP! I CAN'T! I-I CAN'T! GAAAAAAAAAAAAAAAAAAHHHHHHHHHHH!!!!!!!!!!!!"

Seeing his ward had had enough, Xehanort released his grip on Vanitas's head. The pain finally ending, Vanitas panted as he fell forward, wide-eyed and shaking. That same agonizing pain was the reminder of his birth and his first few days of training, learning of the Unversed he creates and the pain he felt from them as they perished. Once numb to it, he felt it in full force just like all those years ago. Xehanort crouched down, grabbing Vanitas's right arm and shoved his shoulder back in its socket, making him yelp and grimace as another wave of pain struck him, but thankfully less severe, then was forcefully sat up on his knees.

"Now, if you wish to have your life snuffed out, I would have told my younger self to just leave you to die from Ventus's sacrifice fifteen years ago in that graveyard," Xehanort warned the teen. "You have far more importance in this war now than you had in the past. We still require two more seeds to forge the X-blade, and your immature and selfish desires are NOT going to hinder my progress. You will do as your are ordered to do, as your creator; your master. Is that perfectly clear?" Vanitas nodded shakily in response, afraid to make eye contact with his superior. Satisfied, Xehanort walked back down the hall. "If you want your dominant arm to recover, I suggest not putting any strain on it so you don't dislocate it again."

As soon as Xehanort disappeared down the corridor, the others dispersed, Vanitas tuning out some comments as he struggled to compose himself, mostly from Larxene and her sadistic quips. Xigbar lingered, enjoying watching the aggressive Sora lookalike getting knocked down another peg by another Xehanort. A portal of darkness appeared in front of them, Luxord stepping out as it disappeared behind him.

"Ah. Luxord," Xigbar greeted. "You just missed Vanitas getting chewed out by the 'old man'. And we were just talking about you before that."

"I seem to be getting more popular by the day," Luxord scoffed. "Who requested my audience?" Xigbar pointed at the kneeling, shaken teen. Baffled after the last time Vanitas wanted to strangle Luxord from withholding information from everyone, he was willing to hear what the teen wanted to voice about his attempted betrayal of the group. "What did you want, Vanitas?"

Vanitas remained silent, his left hand reaching out for his right arm, gently grasping it in fear of it going numb on him again. Slowly, he got back up on his feet, barely focusing on the gambler waiting for his tirade.

"........Changeling," Vanitas mumbled.

"Hmm? 'Changeling'?" Xigbar questioned.

"...New wielder...one of them is...a changeling," Vanitas reiterated.

Smirking, Luxord raised his hand, flicking the six cards that held the identities of the Young Six. "So, you had the unfortunate circumstance of challenging her," he said with amusement. Picking one of the cards, he revealed Ocellus's image bearing her Keyblade, though looking a bit too shy and timid to be a fighter. He showed it to Xigbar, who was a bit curious of the bug-pony teen's appearance. "She is quite unique compared to the other five."

"Wait, is THIS who beat you up!?" Xigbar asked before bursting out in laughter. "This kid got beat up by a butterfly! Was that why you're so ticked off when you got back!?"

Vanitas wanted to scream at Xigbar, run his Keyblade through his other eye and permanently blind him, but he feared enduring that same pain again and underestimating his superior's power. "Oh, do not be harsh on the boy," Luxord chided Xigbar. "The reason I'm withholding these new Key bearers' identities from my lost bet is because of this 'butterfly'."

Xigbar's laughter died in his throat as he glanced at Luxord in shock. "Wait, seriously? You lost to her?"

"Indeed. Quite a clever lass, since I was defeated by my own game, just like Sora had done in the old Organization." Placing Ocellus's card back in his hand, he flicked his wrist, dismissing the cards. "Three down, and three more to go."

"Goodie. Halfway through with the discovery hunt," Xigbar said. "But, it's late. I'm gonna get my forty winks before I wake up crankier than the old timer tomorrow."

Xigbar took his leave to retire for the evening, leaving Luxord with Vanitas. Vanitas made no remarks, no threats, his body silently moving as he began to walk past Luxord. Before he got too far, Luxord placed his hand on the teen's shoulder.

"Do not feel disheartened by being fooled by that young changeling," he advised. "Take this as a learning experience. Admit your losses, then move on. Your history with your 'brother' is one thing, but that rage is going to take over your heart more than your Unversed creations." Remaining quiet, Vanitas continued walking, his body running on autopilot as he had no destination in mind. "And before you think your foes are weaker than you, judging them by their appearance and behavior does not increase your odds in success when you know little of their talents, Vanitas! Your luck is bound to run out sooner or later!"

Vanitas continued walking, the shock slowly wearing off as he scowled bitterly. "If I see either of them again...no more games," he mumbled. "I'm taking their lives...no matter what..."





Sunlight hit Ocellus's eyes, making her groan as she squinted her eyes open. Her body ached, even as she tried to turn her head to look away from the light. As her mind was beginning to wake up, her eyes opened more, barely able to recognize where she was. The last thing she remembered was passing out in the laugh floor of Monster's Inc. after getting brutally beaten by Vanitas. She was lying in a bed, though the room was white and had a counter with some medical supplies like tongue depressors and cotton swabs in glass jars, a hoof washing sink, and several cabinets and drawers in the corner filled with other medical utensils for doctors and nurses to only take out and use. The other side of the bed had the window with the blinds partly closed, seeping morning sunlight through the gaps. She had never been to one, but she figured she must be in a hospital room.

The door to the room opened, Aqua stepping inside, surprised to see the changeling was awake after last night. "Ocellus, you're awake."

"Master Aqua?" The unicorn closed the door and approached the bed. "Are...Are we back in Equestria?"

"Yeah. You're in Ponyville General Hospital," Aqua said. "We took you here in case Vanitas did some serious internal damage when he nearly beat you to death. Thankfully, the doctor didn't find anything seriously wrong and you were mostly just physically exhausted. Probably from mimicking some of us while you fought Vanitas, even though that wasn't really the brightest idea in the first place."

Ocellus sheepishly sunk into the bed, glancing away from her master. "W-Well, Boo was in trouble, and...I didn't want her to get hurt."

"That is understandable. If I were in your shoes, I would face death itself to save a little girl that adorable." Aqua chuckled, barely getting to know the toddler, but she couldn't deny she was cute as a button. She pulled out her memory ornament, holding it out to Ocellus. "Sora showed me his point of view back in the factory, even some bits of your fighting skills when he wasn't distracted. I expected some hesitation in your combat when you fought Unversed as your first real threat, but unlike how you were during training, you actually surprised me with how well you handled yourself. I want to see whatever Sora had missed from your point of view."

"Uhh...ok." As nervous as she was to show Aqua everything, she did as she was asked.

Ocellus replayed everything she saw from the moment they landed in front of the monster energy plant, though she was a bit embarrassed when she reacted to getting startled by Sora, Donald, and Goofy in their monster forms. Aqua found the interactions the changeling had with Boo were adorable, the toddler immediately fascinated and fell in love with her new equine "monster" friend. She thought it was very brave of Ocellus to protect the little girl from the Unversed and Heartless despite her performance anxiety, but she didn't fumble or hesitate against the creatures of negative emotion for her first encounter and protected herself and Boo just fine. She jumped into the fray to rescue Boo when she was surrounded, and even after her encounter with Vanitas when she got split up and lost her confidence from her fear, she still kept herself and Boo safe from some of the Heartless while they traversed the outer sections of the factory.

However, unlike Gallus and Smolder, Ocellus showed Aqua literally everything she experienced, skipping nothing throughout her time there. She turned away as the terror from Vanitas's threats had devolved her into a scared crybaby, worried Aqua would be disappointed by freezing up or cowering in fear despite her earlier fights she took part in without any issue. She winced when she had her talk with Sora and Jiminy, questioning why she was more special than the other changelings who were more brave than she was, and vaguely recalling how she wished to belong and not be a burden toward everyone. And when the Unversed slime monster forcibly transformed her back to her former evil state, Aqua was shocked to see what Ocellus had seen when she seemed to have blacked out for a moment, then waking up to see her fighting Donald and Goofy against her will.

Just hearing the mocking tones of a clone of herself, but as a truly evil changeling, shifting to Chrysalis and Vanitas as the former two transformations attacked her, made Ocellus stifle a whimper as tears streamed down her face. Seeing her distress, Aqua placed both her hooves around Ocellus's, startling her as she lost focus on replaying her memories through the ornament. Aqua saw enough, placing the enchanted ornament back in her pockets, then leaned forward and hugged the poor changeling.

"Ocellus...I'm so sorry you had to go through all that," she said. "You didn't deserve any of that." Ocellus hugged her master back, part of her relieved, but still felt miserable after recalling that moment that brought her to her lowest. "You don't have to worry about any of that. You're in the friendliest town in all of Equestria, and you're enrolled in a school to learn about friendship with five close friends you've made during the first few opening weeks." Aqua leaned back, gently rubbing Ocellus's head with one hoof while she wiped away her tears with the other. "And I never meant to put any pressure on either of you for deciding to be a Key bearer like me. I really did offer you all the choice to say yes or no. A part of me hoped all of you would say no, mostly due to the threat of the Organization and your lives being in more jeopardy than ours, but so far, you're all progressing fairly well as beginners, slip-ups and all.

"You all carried the potential to be like us, but unlike most of us, you could refuse this responsibility and live out your normal life. None of us would judge you if you said no. I promise." Aqua removed her hooves from the changeling, performing the patented Pinkie Promise in front of her. "Pinkie Promise. So, what do you want to do, Ocellus? Do you want to give up your role as a protector of the realm of light? Or do you still wish to train with us?"

Taking the time to really think it over, Ocellus summoned Shapeshifter. She held the blade in her hooves, no longer questioning if this was meant for her. She thought back to Boo, and the promise she made to her to return and play with her when she was all better. The little girl must be sick with worry about her after their parting. She looked up to Aqua, seeing the worried expression on the mare's face, expecting the changeling to turn her Keyblade in.

"...I want to continue my training," Ocellus said. "I was indifferent with my decision before. But I'm certain this time. I wish to grow stronger and...be a bit more confident in myself."

Aqua smiled and nodded. "Ok. Glad to hear," she said as she rubbed the changeling's head again. "And if you're upset about anything or if something's bothering you, you can come to me and tell me anything, or even Starlight Glimmer. She's been complaining she's had barely any student counseling and wasting precious hot chocolate every day."

Ocellus giggled at the thought. "I-I'll try," she said.

"Good," Aqua said. "Now with that important questions out of the way, how are you feeling right now?"

"I...I think I can stand. Just a bit sore and achy," Ocellus said.

"Probably would be bedridden for weeks if I didn't put you guys through all those workouts," Aqua said. Ocellus dismissed her Keyblade, then tried to climb out of bed. She touched the floor, her legs shaking slightly, but she was stable enough to move on her own. "I would still get a bit more rest, but out of this stuffy hospital room. Let's get you discharged and tell the others the good news."

Aqua led Ocellus out of the room to sign the changeling out of the hospital. The two discussed Ocellus's advancements with her magical training, though Aqua was eager to see if she was able to control her copied stances before moving on with her more preferred preference of combat. As they reached the front desk to discharge Ocellus, the changeling glanced over at the lobby entrance while Aqua signed the paperwork. While she was ready to rejoin her friends, when she blinked, she found herself back in that dark void she fell under when the Unversed changed her. Standing in front of her was the silhouette of a familiar tyrant, eyes opening to reveal glowing green irises and bearing sharp fangs. Gasping, Ocellus shut her eyes and shook her head, standing back near the desk staring at the glass doors of the hospital entrance.

"Ocellus?" Behind her, Aqua and the nurse behind the counter began to grow a bit concerned when she didn't respond to her. "Are you sure you're alright?"

"...J-Just...felt a little woozy," Ocellus uttered.

"Like you're going to faint?" the nurse asked.

"N-No. It's not that bad," Ocellus assured nervously. "I...I think I just need some...fresh air?"

"...Alright. But when we get back to the dorm rooms, head right into bed and rest." Ocellus nodded, following Aqua as they exited the hospital and walked down the roads back to the school.

Ocellus glanced behind her nervously, expecting herself to appear back in that scary void. She hoped to never see any of those evil mirages again, especially of the former queen, Chrysalis.