Disclaimer: I own neither MLP:FIM or Kingdom Hearts so don't sue me!

Summary: Making a desperate attempt to escape the Virtual Twilight Town, Roxas found himself in the world of Equestria during the Summer Sun Celebration. Now free, Roxas attempts to forge his own path but will he be able to or is he really destined to fade?

Chapter 01: Change of Fate

A young man with spiky dirty blonde hair and blue eyes glared at a pod inside of a white room, wearing a short sleeved jacket that had a red collar lined with black and pants that were black and gray, in his hand he held a blade in the shape of a key with the handle gold while the blade itself was silver.

The pod he was glaring at however held a brunette teen that had spiky brown hair wearing clothes that were way too small for him, seeing the teen asleep and floating.

'After everything this is how it ends.' The young man thought clenching the 'Keyblade' in his hands.

He remembered everything now.

His name was Roxas and he was a Nobody. A shell of a strong willed person who became a Heartless, a being of the darkness that tries to destroy various worlds.

Nobody's look and act like a normal person would but they do not have feelings because they lack a heart. They remember how it felt however and use it to put on the act.

Still Roxas wasn't sure how that was true in his case because he knew he felt something and right now he feels nothing but emotional pain.

Roxas has only existed for a year doing work for a group of Nobodies called Organization XIII until he left to find his own path, to find out why he a Nobody who isn't supposed to feel can use the Keyblade when only those with a strong heart can use one.

But then he was ambushed and kidnapped, his memories altered to think he was a normal kid attempting to enjoy life with his 'friends'. A life that was nothing more than a lie that was revealed a few moments ago.

"Why?!" Roxas threw his Keyblade at the pod but it disappeared before it made contact. "Why does it have to be Sora?! Don't I matter?! Can't I exist?!"

Sora was the boy in front of him. His real self and the person he wanted to hate with all of his might, but that wouldn't be fair because Sora didn't ask for any of this either. If anything, Sora didn't even know that Roxas existed. And when he woke up, Roxas would cease to exist.

Falling to his knees in despair, Roxas saw that the process was already beginning as his hand seemed to be fading.

Looking back at Sora, Roxas was at first going to accept this because there wasn't anything for him to do but he quickly squashed that feeling and stood up. "No," He muttered glaring at the pod as he grabbed his wrist which was disappearing. "I want to live! I want to exist… I refuse to return to Sora."

No more like he refuses to be anyone's puppet because all his life he had someone controlling him. The Organization and then Diz, the man who orchestrated his kidnapping to be placed here.

Now he expects for Roxas to accept this? To accept that he would cease to exist?

Not happening.

Forcing himself to stand up as his left arm was now fading, Roxas turned and began to walk away only for a light to shine as a man with red wrappings around his face except for his lower eyes and one of his eyes showing a dark yellowish color appeared. "And what do you think you're doing?" The man asked as Roxas gritted his teeth at the man.

Diz.

"I'm leaving," Roxas said to him with hatred that he shouldn't be able to feel. "I'm not going to cease to exist."

With that he held out his hand intent on opening a corridor of Darkness, one of the ways he got around to other worlds but frowned when he saw that nothing came out.

"Do you honestly think I wouldn't take precautions to something like that?" Diz asked with a raised brow. "The Organization might've been able to do this but since you were a resident of this virtual Twilight Town I made it impossible for you to leave."

"Doesn't mean there isn't a way out." Roxas said summoning the Keyblade but it was surrounded by fragmented data and destroyed.

"You're Keyblade is also a fake just like this town, I only allowed for you to have it in order to prevent the Organization from getting you but now you have no need for it," Diz told him as more of Roxas began to disappear. "Remember you are a Nobody, a being that isn't supposed to exist."

"You say that but I'm still here!" Roxas said with a glare. "I will exist."

Diz just shook his head as Roxas took off running, a cloaked figure appearing next to him. "Should I go after him?"

"Don't bother, there isn't anywhere for him to run and while here he can't summon the real Keyblade, it's only a matter of time before he ceases and Sora awakens." Diz said, disappearing into a stream of data.

The cloaked man however looked towards where Roxas disappeared as he heard the whole confrontation and he couldn't help but feel a form of pity for the Nobody.

Roxas ran as half of him was fading and he made it to the forest outside of the mansion he was in.

Panting a bit, Roxas thought about how this world was invaded by the Nobodies and looked around for them. As much as he despised the Organization they could be his only chance to get out of this fake world. Especially if he finds one of their entrances to use so he could escape.

But then he stopped as an idea went through his head.

'Samurai's.' Roxas thought remembering that each member of Organization XIII had a special group of lesser Nobodies that only they could control with each main member of the Organization being greater Nobodies.

Xemnas the leader mostly used Sorcerer Nobodies while Xigbar used Sniper and Ax-... Axel uses Assassins.

Roxas himself could control Samurai's, but he never really used them before due to spending most of his time fighting by himself or with a partner in his year of existing. In fact the only reasons he ever used them were for training his skills.

Not knowing if it would work, Roxas focused. "Come forth." He muttered trying to summon at least one of them.

At first nothing happened causing Roxas to grimace, thinking that Xemnas probably did something to prevent him from summoning them before a single Samurai appeared in front of him.

The Samurai stabbed one of its two swords into the ground before kneeling as it recognized him.

Roxas blinked in surprise before smiling as it worked.

"You know I can't let you leave." Roxas tensed and spun around to see the cloaked figure from earlier as the Samurai stood up and held its two katanas, ready to defend Roxas.

Roxas however frowned before he felt pain in his head as he remembered who this was. "Riku." He said causing the man to tense as the way he said it sounded like Sora.

Riku composed himself quickly though. "The process is almost complete." He told Roxas. "You should consider yourself lucky compared to the other Nobodies, none of them have ever returned to their original selves."

"Lucky?" Roxas asked quietly as he glared. "Lucky to be told that you have no right to exist? No I'm not going to let that happen."

"You're being selfish." Riku said anger in his tone despite the small pity he felt for this Nobody. "If Sora doesn't wake up, every world out there will be in danger-."

"I don't care if I'm being selfish!" Roxas shouted at him. "You have no right to lecture me about that with what you've done."

A dark blade appeared in Riku's hand at those words as he got in a stance to fight Roxas. "And you don't have a right to bring that up." Riku said as his past choices were still a sore subject for him.

"Maybe I don't," Roxas said looking down before getting in a stance despite being weaponless. "But that doesn't make it any less true."

Both of them were tense, ready to fight despite how half of Roxas was gone before the Samurai forced his way in front of Roxas and placed a palm on his chest.

Riku realized what was happening as he moved to stop the Nobody when a portal appeared behind Roxas created by the Samurai but Roxas was pushed in right as the Samurai was sliced in half by Riku, resulting in it being closed as Roxas lost consciousness while falling through the darkness.

Diz scowled at the screen as he watched that scene.

In his arrogance in detaining the Nobody he didn't anticipate the thought of him summoning a lesser one to get him out. In fact he was sure that the Organization would have prevented that from happening due to this one going rogue.

But he leaned back as he saw that Sora was due to awaken any moment now.

"Diz." Riku appeared behind him from a corridor of darkness. "I-."

"No need to explain yourself, I saw it happen." Diz interrupted as Riku went quiet. "It doesn't matter, Namine is done repairing Sora's mind, we're leaving."

Riku didn't say anything as he gave a nod, relieved that Roxas leaving didn't stop the restoration.

"But Sora will be at half power." Diz mused before looking to the side where a blonde haired girl in a white dress stood. "I want you to find him and take care of him so Sora will regain his full power. Namine, use his connection to Sora to find his location."

Namine hesitated, catching Riku's attention. "Is something wrong?"

"When Sora wakes up I won't be able to use the connection without risking reversing the process," Namine explained making Diz frown while Riku's stance shifted to show some concern for his friend. "What's more, when that Samurai Nobody pushed Roxas into the corridor there was likely no specific destination, it could've taken him anywhere."

"Can you still track him?" Diz asked giving her a look as Namine slowly gave a nod.

"I'll need time but I should be able to do so."

Roxas groaned as he opened his eyes before shutting them as the light was beginning to hurt them. Slowly he opened them again, this time getting used to the light only to find himself in a forest.

At first he thought he was still in the fake Twilight Town, but that was when he realized how different the trees looked and there wasn't a mansion in sight.

Blinking in bewilderment, Roxas stood up only to feel something off as he couldn't keep his balance and he fell on his face. "What in the-?" Roxas went to place his hands in front of him to push himself up but stared as he saw hooves instead.

Slowly he stood up and looked himself over, he was only wearing his jacket from Twilight Town yet they were changed to fit his new silver furred body along with the swishing blonde tail he had, much to his surprise he saw the number XIII tattooed on his hindquarters with what looked to be Oathkeeper and Oblivion going through it, making him frown at seeing the Roman Numeral Number.

Slowly he stood up, this time staying on all four… Hooves as he moved through the forest, the steps he took making a clop noise before he found a small lake where he saw his reflection.

… He was a horse-or a pegasus considering he had wings, his spiky blonde hair now a spiky blonde mane on his head.

'What world did I end up in?' Roxas thought unsure of this, but not completely surprised as he did have Sora's memories and remembered when his original self went to Atlantica and turned into a Merman or Halloween Town where he was a Vampire-wait.

Roxas's eyes lit up as he realized that he was in another world. That meant he escaped the Virtual Twilight Town.

'Have to move before Diz or the Organization finds me,' Roxas thought going to open a corridor of darkness but frowned as it didn't appear. 'Great still can't do it.'

Probably for the best considering he didn't have the Organization cloak to protect himself while traversing the Corridors of Darkness.

He wasn't going to call a Samurai however in case the Organization tries to track him by following it.

Could he still call the Keyblade?

Focusing the blade appeared in his mouth and he saw it was the Kingdom Key making him blink. Now that he had his memories back he should've been able to summon two, Oathkeeper and Oblivion yet he only had this one.

Perhaps him going through that portal messed him up or was it because of how he was nearly forced to merge with Sora that his full power was gone?

Truth be told the latter made more sense.

Dispelling the Keyblade, Roxas wondered what he should do next.

He was no longer in danger of merging back with Sora-thankfully but right now he needed information on where he was and why he was a freaking pegasus.

So he had to act like how he did with Organization XIII and gather information on this world and its inhabitants-then again since he no longer worked with the Organization he didn't need to actively hide himself.

After a moment Roxas began to walk through the forest, intent on finding the nearest form of civilization.

Pausing for a moment, Roxas craned his neck to look at his wings that flapped. 'I wonder if I can fly?' He thought remembering how he flew in Neverland and went to give it a try by jumping into the air, flapping his new wings.

All he succeeded in doing was crashing face first into the ground showing that flying like this was extremely different than in Neverland.

Pushing himself up with a note not to try that again, Roxas slowly walked on, getting better with each step but he was in no hurry to fight or run in this form until he knew how to.

Especially if he could only use the Keyblade in his mouth in this form.

Eventually Roxas made it to a town-seeing a sign for it being called Ponyville much to his amusement and he saw why as every inhabitant was a horse-or rather a Pony.

Some were winged ones that flew overhead-Roxas trying very hard to ignore that as he actually did want to fly, ignoring a chariot carrying a purple Pony with a horn before he realized something.

He felt… Amusement, he wanted to fly and was annoyed that he couldn't.

He felt.

Yet he was a Nobody, he shouldn't be able to, especially with what he learned from Xemnas the leader of the Organization.

Was he really feeling or was it all just hollow memories of emotions?

Axel always called him weird when he and… When the two of them sat on the Clocktower with-.

Why was he thinking as if there was a third person that hung out with Axel and him?

Shaking his head to clear it after thinking for a few minutes, Roxas continued to walk, stopping the first Pony he saw, a pink colored Pony with a Pink mane and tattoos of balloons on her hindquarters.

"Hey there, I'm new to the area, do you happen to know where I-?" Roxas could barely finish when she gasped and he swore she said something about another one before she took off as Roxas finished what he was asking for the heck of it. "Am?"

That was weird.

Deciding to just ask the next pony he saw, Roxas walked and tried to talk but they seemed to be busy with something as they either ignored him-giving an apologetic look while passing to show it wasn't personal-or had their mouths full carrying stuff.

After a few moments, Roxas just sat and watched the countless Ponies walk around before saying to himself. "This world… Isn't that bad."

It was pretty peaceful and he hasn't seen a single Heartless since appearing in this world-although they could still be hiding because a world without Heartless was unheard of considering every heart has some darkness in them.

Or was this world really that peaceful?

But for now he was content watching them work on some sort of festival they were putting together-he heard them call it the Summer Sun Festival?

Maybe it was like the Summer Festivals in Twilight Town where he and Hayner always participated in the Struggle-.

Just like that Roxas tensed.

Right that wasn't real… The only time he met them was on that day off during his time in the Organization, everything else never happened. All of it was fake memories to keep him complacent in the virtual Twilight Town.

Yet, it all seemed so real the laughter they shared. The promises they made. Even the arguments they had.

He remembered it all so vividly yet they were fake.

Roxas was so caught up in his fake memories that he didn't hear someone crying out until someone literally plowed into him sending him on his stomach as the per-PONY was on his back.

The pony that crashed into him was a blue one that had wings with pink eyes and rainbow colored mane with a matching tail.

This new Pony shook her head a bit confused as she was flying around the town practicing a bit after clearing the clouds before realizing she was sitting on Roxas's back and gave a slight chuckle, feeling a sense of deja-vu as she did that a bit ago with another Pony.

"Sorry about that." The Pony said flapping her wings to get off while Roxas groaned a bit irritated at being used as a landing pad.

Getting up with a bit of a stumble, he leveled a glare before sighing.

No use getting angry, maybe she didn't see him and she did apologize for it.

"It's cool, you in a rush?" Roxas asked using a hoof to try and get dust out of his clothing.

The Pony shook her head. "Nah just practicing."

'Practicing what? How to use peo-Ponies as a landing pad? Because if that's the case you're off to an amazing start.' Roxas thought to himself feeling annoyed.

Instead of saying that however, he asked. "For what?"

"The Wonderbolts." The Pony said as if it was obvious earning a deadpanned look from Roxas.

"... The who?"

The Pony reared her head back as if he said the worst possible thing in the world. "How can you not know the Wonderbolts?! They're the best flyers in all of Equestria!"

Her voice was rising while Roxas inwardly panicked but thankfully no one looked towards them.

"I'm not really from around here." Roxas said wincing at how pathetic that sounded as he realized that he was really making himself stand out a lot more in this world.

This was worse then when that Satyr in the Olympus Coliseum mistook him for a hero in-training.

The Pony looked a little suspicious.

"So what's your name?" Roxas asked hoping to change the conversation as the Pony kept looking at him as if he was hiding something-which he kind of was so the look was probably justified.

After a few moments she finally accepted the change of conversation. "I'm Rainbow Dash."

Well at least Roxas will be able to remember her name considering her mane and tail is a freaking Rainbow along with her tattoo being one.

"Call me Roxas." Roxas introduced himself with Rainbow Dash looking confused.

"That's a strange name." Rainbow Dash commented with Roxas frowning.

And Rainbow Dash wasn't?

"So what's this Summer Sun Celebration?" Roxas asked to find out but Rainbow Dash looked suspicious again.

"First the Wonderbolts and now the Summer Sun Celebration? How exactly do you not know about them Roxas?"

And there he went digging his own grave again.

"Like I said I'm not from around here," Roxas said trying to ignore the suspicious look she was giving him. "I tried asking this pink Pony earlier but she took off after seeing me for some reason."

The suspicious look turned into one of amused pity at hearing that part as if she knew what that was about. "Pinkie Pie probably wasn't the best person to try and ask." She said before laughing at his confused face.

It was strange because he was being reminded of Hayner a bit and that made him feel pain which only added to his confusion.

"Right, well sorry for keeping you from practicing," Roxas said with a strained smile, backing away before he walked off.

"What a weird Pony." Rainbow Dash commented, not bothering to whisper before she flew off, a rainbow streak behind her.

Roxas however ignored her as he walked unable to believe that out of all the Ponies he saw in this world the one he spoke to had Hayner's Personality, if this was someone's idea of a sick joke he wasn't laughing-or he wouldn't if he could.

Music brought Roxas's attention out of his thoughts-or rather bird chirping but it was done in a way that sounded like a chorus line, so Roxas tilted his head and walked towards it.

What he found was another Pony with wings and a yellow coat with blue eyes and a lightish pink mane composing everything that all of the multi-colored birds were chirping.

Sitting down Roxas closed his eyes and smiled a bit. Man whoever this Pony was she's good.

"Excuse me sir," That made Roxas snap his eyes open thinking that she saw him before he noticed that she flew to one of the birds who looked at her as if it understood her-for all Roxas knew they probably did in this crazy world. "I mean no offense, but your rhythm is just a teeny bit off."

It was?

Roxas honestly didn't notice, then again he wasn't an expert so that doesn't say much.

With that said she flew back a bit. "Now follow me please. A one. A two. A one-two-three-."

"Hello!" Another voice interrupted scaring the birds away and nearly making Roxas fall over when yet another Pony came into view-wait that's the Pony he saw on the Chariot when he entered the town.

This Pony had a dark purple coat, darker mane with a pink stripe and a horn protruding through the mane and purple eyes that showed an apologetic look.

"Oh I'm so sorry, I didn't mean to frighten your birds," The purple Pony said to the yellow one, neither noticed his presence. "I'm just here to check on the music and it's beautiful."

Roxas wondered if he should be offended that they didn't see him? He's not exactly hiding.

"I'll say," Both of them looked his way in surprise showing that they really didn't see him at all. "Sorry for intruding but the music was nice to hear."

The purple one gave Roxas a curious look, probably wondering where he came from while the yellow one looked extremely shy and stepping back, looking away before the purple one gave a friendly smile. "See? Somepony else agrees with me."

Roxas blinked. 'Somepony?'

Oh great he needed to learn new words in this world as well to avoid standing out more than he already has, if Vexen was still alive he would have lamented at how obvious Roxas was being while Xigbar would've poked fun at him for not doing this correctly.

The yellow Pony didn't seem to say anything as she looked like she wished to be anywhere else but there, an embarrassed look on her face.

Honestly that concerned Roxas a bit. "Uh is something wrong?" He couldn't help but ask only for her to shake her head quickly. "... Okay?"

The purple Pony gave an awkward grin. "I'm Twilight Sparkle." She introduced herself to the two of them, trying to make this less awkward.

Roxas however stilled because of her name thinking of the fake town he's been trapped in.

"Um… I'm… Fluttershy." The Pony whispered that-Roxas barely caught the name but it seemed from Twilight's confused look she didn't hear her.

"I'm sorry what was that?" Twilight asked politely.

"Uh, my-my name… Is… Fluttershy." If possible she got quieter to where Roxas could barely hear her.

Twilight now looked awkward. "Didn't quite catch that."

Fluttershy made a bit of a high-pitched noise saying her name and feeling some pity Roxas spoke. "It's nice to meet you Fluttershy."

It got silent as they looked at him before Roxas realized he hasn't introduced himself. "Just call me Roxas."

… Man just saying his name after hearing theirs shows him that his name does stand out.

Fluttershy didn't say anything else before the chirping made everyone look up to see that the birds returned, something Twilight quickly pointed out to try and clear the air. "It looks like your birds are back so everything seems to be in order, I'll just leave you to it," She said backing up, turning to Roxas. "Pleasure to meet you."

Roxas gave a nod seeing that she wanted to retreat from this awkward conversation and he had no desire to say anything else because he was still in the process of looking around.

With that Roxas went to walk off, passing by what looked to be a small purple dragon with green spikes surprising him but he said nothing before a shout caught his attention.

"A baby dragon?!" Roxas turned to see Fluttershy actually look excited as she barrelled past Twilight, sending her into the air where his head followed the trajectory path she was heading, wincing as she landed on the ground nearby. "Oooh, I've never seen a baby dragon before, he's so cute."

Shifting on his hooves, Roxas walked over and held one out to Twilight. "You okay?" He asked to be nice with Twilight giving a grateful nod, accepting the help up before turning her attention to Fluttershy as the dragon had a smug smirk at being called cute.

"Well, well, well." Roxas blinked at hearing the dragon talk before remembering Mushu and the fact that he was in a world of talking ponies, so it was probably a common occurrence in this world.

"He talks, I didn't know Dragons could talk." Fluttershy said in excitement.

"Wow, it's like she's whole different person." Roxas said without thinking, Twilight giving a nod before blinking.

"You mean a whole different Pony?" She asked not hearing the word 'person' before.

"Same thing," Roxas answered back not bothered before shaking his head and leaving. "Well nice meeting you but I need to go."

Twilight just looked bewildered by his sudden exit but sighed and turned back to the present problem as she wanted to head to the Library to look into a problem she wanted to solve before it was too late.

Roxas sighed as he exited the town with a frown as he didn't learn anything really and he was not eager to talk to anyone else.

First someone who acted like Hayner then someone with the name Twilight reminding him of the town?

He should just leave-or he would if he could open a Corridor of Darkness, why can't he?!

Sitting by a tree, Roxas sighed and looked up at the sky trying to think of his next move.

He wasn't safe here, he wasn't safe anywhere.

No home, no way off this world and both an Organization gunning for him along with a man who wanted to erase his very existence just to wake Sora up.

But then again was it so bad to be trapped here? It was possible that no one would think to look for him in this strange world, there doesn't seem to be any sort of darkness from what he's seen so the Heartless might not show up.

If he just blends in he could exist yet he remembered that he wanted to destroy the Organization before Riku caught him… Why did he want to do that?

He remembers making a promise but not to who? Was that memory erased thanks to Diz or implanted to put into Sora when he ceased to exist?

Closing his eyes, Roxas figured perhaps he could rest and think on this later. The sun on his coat was really making him sleepy.

…

Early the next morning, he opened his eyes looking upset.

He had a weird dream that showed Sora, Donald and Goofy.

That wasn't the weird thing because he got used to seeing their adventures, only this time it showed the three in Twilight Town where they met Hayner, Pence and Ollette.

Moving to sit up, Roxas knew it wasn't just a dream which meant Sora woke up in Twilight Town despite him still existing.

Raising a hoof, he slammed it into the ground feeling something stirring at the thought of Sora becoming their friend and making real memories before chuckling.

He was being ridiculous, Roxas shouldn't be acting like this… What he's feeling isn't real after all.

Looking around to see that the sun was going to rise soon, Roxas saw the town square was lit up and was curious so he walked towards it seeing it was completely devoid of ponies except for an elderly Pony who was setting something up that stopped at seeing him. "Well this is a surprise, I thought everypony was at Miss Pie's welcome party for Miss Sparkle."

Welcome Party?

Deciding not to ask, Roxas just shrugged. "I didn't get a memo," I said deciding to be polite and bowed my head. "Roxas."

"Mayor Mare." The Pony said with Roxas blinking.

Was that seriously her name?

"You're a newcomer aren't you?" Mayor Mare realized while Roxas just gave a short nod going with that. "Well then allow for me to welcome you to Ponyville."

"Thanks for the warm welcome." Roxas said with a smile while Mayor Mare gave a small laugh.

"Just wait until Miss Pie gets word that you haven't been thrown a welcome party yet, she'll top my welcome."

"Uh anyway I can avoid that?" Roxas asked a bit nervous as parties weren't his thing.

He prefered the peace and quiet and didn't feel like celebrating anything.

"Nopony found a way for that to happen." Mayor Mare said with an apologetic look. "Miss Pie doesn't mean anything bad by it, she's just… Overexcited."

Roxas tilted my head giving a nod. "I'll take your word for it."

Really, what else could he do?

In fact he could see countless other Ponies walking towards the Town Hall, entering the building so with a shrug he followed thinking it might be interesting to see more of how this world worked while Mayor Mare walked towards a stage.

"Fillies and Gentlecolts," The Mayor began with everyone quieting down to listen. "As the Mayor of Ponyville it is my privilege to announce the beginning of the Summer Sun Celebration."

As the Ponies began to cheer, Roxas let his eyes drift before they widened as he saw a shadow sneaking across the floor, a very recognizable one.

Heartless.

Now tensed, Roxas looked around and saw that no one else saw it so he took off after it, gently moving through the crowd toward the stage while the Mayor continued.

"In just a few moments our town will witness the magic of the sunrise and celebrate this: The Longest Day of the Year," The Mayor explained as Roxas lost track of the Shadow Heartless and was looking around rapidly for it, wondering where it went or who was important enough for them to try and get. "And now it is my great honor to introduce to you the ruler of our land-."

Just like that Roxas had a sinking suspicion where the Heartless would strike.

"The very Pony who gives us the Sun and the Moon each and every day," The Mayor's words confused Roxas as he momentarily forgot about the Heartless wondering how a Pony could bring the Sun and the Moon when it was a natural occurrence. "The good. The wise. The bringer of Harmony in all of Equestria. Princess Celestia!"

The curtains rose to show no one-er nopony making the cheery music stop as murmurs began to circulate the crowd who was no doubt wondering what was going on.

'Oh man did the Heartless get this Celestia?' Roxas wondered looking a little worried.

"Remain calm everypony, I'm certain there's a reasonable explanation." Mayor Mare said despite looking worried herself.

A white haired Mare came back after checking the area. "She's gone." She revealed earning dramatic gasps and that was before a scream drew attention to blue mist circulating the area where Celestia was supposed to be before a new figure appeared.

"Oh no." Roxas turned and nearly jumped as he didn't notice he was next to Twilight in the crowd, the baby dragon on her back with a fearful look.

It was a Pony-shocker-with a black coat with blue armor, misty blue mane and tail along with black wings and a horn as she gave a chuckle as the other Ponies looked at her in confusion and fear.

"Nightmare Moon." Twilight whispered while the dragon just decided to faint right then and there.

"Nightwho?" Roxas asked in confusion.

"Oh my beloved little subjects," This Nightmare Moon said in a cool, calm tone that seemed to radiate with power. "It's been so long since I've seen your precious sun-loving faces."

"What did you do with our Princess?!" Roxas recognized that voice as Rainbow Dash's but didn't didn't take his eyes off this Nightmare Moon because in case she tried something.

"What am I not royal enough for you?" The horned Pegasus asked with a chuckle, her wings flapping with some agitation. "Don't you know who I am?"

Hearing no answer, this Nightmare Moon frowned and looked around.

"Does my crown no longer count because I've been imprisoned for a thousand years?" She asked looking at each and every Pony who seemed to cower in fear from her look alone. "Did you not recall the legend? Did you not see the signs?"

"I did." Twilight spoke up earning everyone's attention while Roxas stilled, seeing more shadows on the floor heading for the stage-.

Oh no, this Nightmare Moon is radiating darkness and that in turn is calling the Heartless towards her as they feed on it.

"And I know who you are, the Mare in the Moon," Twilight narrowed her eyes at the Winged Pegasus. "Nightmare Moon."

"Well, well, well somepony does remember me," Nightmare Moon sounded pleased with that as shocked gasps echoed around the room with the Ponies now looking at her with renewed fear. "Then you also know why I'm here."

"You're here to-to." Twilight swallowed nervously making Nightmare Moon give an evil laugh.

Roxas blinked wondering what was it with these bad guys and giving evil laughs, Sora's memories of Jafar, Ursula, Oogie Boogie and Maleficent coming to mind.

"Remember this day little Ponies for it is your last because to this day forward the night will last forever!" Nightmare Moon declared, the blue smoke now surging off of her like energy.

Roxas didn't know why he did this, maybe it was remnants of Sora or perhaps it was because of some of his memories in Twilight Town but he glared at Nightmare Moon. "That's not going to happen."

"Oh? A little colt defying me?" Nightmare Moon asked looking right at Roxas with him being the center of attention now. "Do you know who you are talking to?"

"Please Larxene was scarier than you." Roxas scoffed remembering the deceased Organization Member who despite not feeling anything acted like a sadist.

That turned out to be the wrong thing to say as Nightmare Moon fired a blue beam at Roxas and on reflex he summoned his Keyblade and deflected it, making it fly back at Nightmare Moon who barely moved her head to avoid her own attack looking shocked.

She wasn't the only one as it got silent with people now looking at Roxas, Twilight herself was looking at the Keyblade not sure what it was or how he made it appear out of nowhere.

"Well, well, well a Keyblade Wielder here of all places?" Nightmare Moon asked the question making Roxas tense. "This just got a bit more interesting."

Throwing the Keyblade into the air, Roxas used his tail to grab the handle a bit surprised that worked but he ran forward only to stop as a few Shadows popped out of the ground and surrounded him.

The appearance of the Heartless made the silent Ponies go into full panic mode while Nightmare Moon watched them with interest, especially when two Soldiers appeared next to her and yet they weren't attacking.

While she knew of the Keyblade and the secret of other worlds due to living for such a long time she never seen these creatures before yet they weren't attempting to hurt her, in fact they bowed to her.

"Perfect of course the Heartless show up now." Roxas muttered, Nightmare Moon hearing him over the panic.

"Heartless? A perfect name for creatures of my new army." Nightmare Moon said with a smirk at how these creatures were smart to obey her wishes.

Roxas took a cautious step back-sure they were Shadows not that dangerous of a Heartless but he wasn't completely used to this new form of his and even the weakest of Heartless could end him with a lucky strike.

Sure he didn't have a heart for them to take but they feared the Keyblade as it was the only weapon to truly kill them so they will do anything to try and kill him in retaliation.

"Teach that colt a lesson." Nightmare Moon ordered with a cackle as she turned to smoke and disappeared.

'So much for laying low.' Roxas thought as he was pretty sure after this mess was over it would be in his best interest to get off this world.

As the Shadows lunged at him, Roxas quickly spun around his Keyblade slicing right through them before jumping up and slicing another one in half as it dispersed.

"Let me at them!" Roxas saw Rainbow Dash attempting to get into the fight but another Pony who for some reason was wearing a Cowboy hat had a grip on her tail using her teeth to prevent the Pegasus from joining in.

Honestly that made this a bit easier considering the Heartless were pretty much done for at that point.

Seeing that they were in the clear, Roxas dismissed the Keyblade before realizing everyone was staring at him as if he was grew a second head him grimace.

Great-okay how would Sora handle this?

As much as he loathed acting like his original self he needed to do something to smooth things over. "Is everyone alright?"

… No answer.

Seeing that, Roxas sighed. "Just go home and lock your doors, don't come out until the sun is showing." He said turning to walk away seeing that Twilight and the dragon were gone.

He just needed to find Nightmare Moon-especially if she can control the Heartless-.

"Hold it!" Rainbow Dash was suddenly in front of Roxas making him back up in surprise. "Who are you?! How did you do that?! Are you a spy?!"

That last question nearly made Roxas pale as he did spywork for the Organization but the cowboy wearing Pony tugged her tail again. "Cool it Dash, if he was a spy he wouldn't have helped out like this," She said with a bit of an accent that Roxas couldn't place while her blonde mane was sticking out from underneath the hat tied in a ponytail. "But he does seem to know what's going on, don't you?"

As those two spoke three more Ponies showed up, one of them being Fluttershy while the other two was a Unicorn with a white coat and a flowing purple mane and the pink pony Roxas first spoke to-Pinkie he think Rainbow called her.

"Only about the Heartless, nothing about this Mare in the Moon that was Twilight who knew." Roxas answered with Dash now looking determined as she took off flying.

Before he could question it, Pinkie suddenly got in his face. "That was AMAZING! You were like POW! BAM! SLICE!" She said attempting to imitate how Roxas fought and seemingly teleported around Roxas who blinked, unsure of how she was doing that.

"Heartless, is that what those dreadful creatures are called?" The white Unicorn asked looking unnerved.

"It's a long story that I don't have time to explain, what you need to know is that as long as they remain everyone is in danger." Roxas said getting to the point as he was in a bit of a hurry.

"Then I reckon we see what Twilight knows about this Nightmare Moon." The cowboy Pony said with Roxas about to decline before pausing.

It would be better to have more information on who this enemy was.

So with a sigh, he followed them.

Journal Entry # 1

Equestria

It's barely been a day since I got my memories back and I've managed to get myself involved in a fine mess that involved being trapped in a world where Ponies are in control. That wasn't the strange part because I'm sure Wonderland has this place beat in terms of oddity.

Still this Nightmare Moon needs to be stopped, hopefully before the Heartless betray her as while she can control them now, a moment of weakness is all they will need to strike. Once that is dealt with I'll work on the problem of how to get off this world before Diz or the Organization find me.

To Be Continued…

I know this is a weird crossover for me to do, but I have a friend who I found out was a Brony because he was pretty damn good at drawing someone asked him to do a drawing of one of the characters and for that he had to watch the show to get a better idea of how to draw said character.

He recommended the show to me and at first I scoffed at the idea-I mean seriously who would consider watching something like MLP… Then I got cocky and lost a bet and the penalty was me watching a few episodes.

I expected it to be torture… Instead I was honestly surprised by what I saw instead-if it wasn't a show about Ponies a lot more people would probably be watching it.

And eventually I decided to see the fanfics of the show and found a lot of KH ones but I was very surprised when I didn't see much of Roxas who I think after what happens to him in the game would benefit from this world-I mean there's a fic where Vanitas goes there for crying out loud.

Plus after playing Dream Drop Distance I was honestly sad for Roxas after learning the 'truth' about Nobodies.

Anyways Sora is awake despite not merged with Roxas but they're still connected, it will be explained in future chapters and Roxas right now is limited to what he can do because of said connection.

To put it this way when Sora or Roxas learn a skill the other will as well so when Sora gets a new Keyblade Roxas will be able to dual-wield again.

So tell me what you think and if I should continue this.