Floor 6

Halloween Town

"So, Sora," Goofy stopped as they started up to the next door. "Have you remembered your friend's name yet?"

"Nope," Sora sighed. "For whatever reason her name's the only thing that isn't coming back."

"This must be driving you crazy," Donald said. "You have the memories but no name to go with them."

"Heh, yeah," Sora grinned. He decided to push this to the side of his thoughts for the time being and went up to the next door. He pulled out his final card, Halloween Town. He held up the card and walked through the door.


This place was very dark. Everything was dark. The sky and the ground were a dark purple color and the place just seemed to scream horror.

"Gawrsh! Don't like the looks of this place," Goofy said as he looked around. "I bet it's crawling with ghosts!"

"Well, then. What's there to worry about?" Donald asked. "You won't be spooked if you already know what's coming!"

"You really think so?" Goofy asked.

"Trust me!" Donald assured him.

"Welcome to Halloween Town!" a voice suddenly shouted to them. The entire place got suddenly even darker and a form appeared before them. It was tall and thin with a black striped suit on.

"A ghost!" Donald screamed in terror. Upon closer inspection of this man Sora noticed why he was so skinny. He was a skeleton!

"Wow, that was the best shriek I've heard in ages!" the skeleton gestured to Donald. "If you're that easy to scare, I'm gonna have a great time!" He started laughing but Sora, Donald, and Goofy didn't take their eyes off him. "Sorry, I haven't even introduced myself. I'm Jack Skellington!" Jack struck a frightening pose. "Halloween Town is my town. I'm the king of nightmares and the master of terror! If you want chills and horror you've come to the right place!"

"Well, we don't!" Donald shouted at him. Jack paid no attention to his outburst.

"At the moment, we've got a little problem in Halloween Town," Jack told them.

"What kind of problem?" Sora asked.

"Well…a problem like this!" Jack motioned at the ground where several Heartless suddenly burst from the ground. There were mainly Wight Knights and Gargoyles but there were also some Search Ghosts. Sora summoned the Keyblade to his hand and saw it was in its Pumpkinhead form. Two Wight Knights leaped at him but Sora was able to avoid them. He turned to attack them before they landed but a Gargoyle hit him hard in his back. Sora hit the ground hard and the two Wight Knights that had attacked came and held him down.

The three Search Ghosts started floating down to him. Sora quickly overpowered the Wight Knights and flipped back onto his feet. He slashed through one of the Search Ghosts with his Pumpkinhead then shot off a powerful Blizzard that took out the other two. Sora turned his attention back to the Wight Knights and had to dodge an attack right away. He ducked underneath an attack and from that position front flipped to avoid another.

Sora struck back by cutting down one Wight Knight and then another. The Gargoyles circling overhead and suddenly changed direction and flew down at him with amazing speed. Sora was prepared to jump out of the way but the two remaining Wight Knights jumped in and grabbed hold of him. He was unable to get them off of him in time and all of the Gargoyles crashed into him. Sora flew back and landed hard on the ground. He was slow getting to his feet and saw that the Gargoyles were flying for him again. He held the Pumpkinhead up and pointed it at them.

"Stop!" he shouted and they all halted in midair. Sora took this chance and jumped forward. He cut through two of them but before he could get the other two the Wight Knights attacked again. Sora blocked their attacks but he was getting tired and he wouldn't be able to hold them for long.

"Donald!" The card glowed in his pocket then Donald appeared. He fired a very powerful Blizzard spell at the Wight Knights and destroyed them. Sora ran past Donald and leaped as far as he could into the air. The Gargoyles were ready to rip into Sora with their claws but Sora had a different idea. "Warp!" he shouted and suddenly he wasn't in front of the Gargoyles, he was behind them and he slashed through them to finish it.

"What's the big idea!" Donald shouted furiously at Jack. "Why'd you go and call the Heartless!"

"I didn't call them," Jack tried to calm him down. "In fact, I'd love to get rid of them. The Heartless go around attacking people, instead of just scaring them."

"Why are they here?" Sora asked.

"I was just going to ask Dr. Finkelstein the same question," Jack said. "I'm heading to his laboratory right now. Follow me!" Jack motioned for them to follow and walked off toward a large building in the distance.

"Sora, what should we do?" Jiminy jumped onto his shoulder.

"I guess we'd better go," Sora shrugged. They didn't really have any other choice.

"I don't like this," Donald stopped them. "What if he's leading us right to the Heartless?"

"Bingo! You saw right through me!" Jack suddenly jumped down with a fierce look on his face and crouched in front of Donald who once again screamed in terror. Then Jack started to laugh. "Just a joke! Now let's get going!"


Sora was quite nervous as he walked through the creepy laboratory. There were vials with the poison symbol all over the room. Sitting in a wheelchair in front of them was a pale man with an incredibly large head.

"Allow me to introduce Dr. Finkelstein, the world-famous genius!" Jack motioned toward the man in the wheelchair.

"Yes!" Dr. Finkelstein suddenly shouted. "Maybe I'm too smart. I'm afraid I've created something horrible!"

"Gawrsh! What's that?" Goofy asked with his eyes wide.

"Well…" Dr. Finkelstein motioned them forward and lowered his voice. "Have you ever stopped to think about true memories?"

"True memories?" Sora asked his eyes shooting open for a whole different reason.

"Our hearts are full of memories, but not all of them reflect the truth," Dr. Finkelstein started to explain. "The hearts isn't a recording device. Even important memories change with time. They warp or fade, leaving us with but a shadow of what we hoped to remember."

"Could that be happening to me?" Sora asked.

"It happens to everyone," Dr. Finkelstein nodded. "Some memories grow ugly, and some become more beautiful. If we could recover our true memories, the world would seem completely different. So, I devised a potion from forget-me-nots that brings our true memories back."

"Did it work?" Sora asked quickly.

"Well, that's the problem…" Dr. Finkelstein turned around to a large table and started messing with some potions.

"As soon as the doctor got a whiff of the potion, Heartless started popping up!" Jack explained for him.

"Sounds to me like the experiment failed," Donald said.

"No!" Dr. Finkelstein turned impossibly fast. "My research is flawless! I just need another look at the potion to find out what went wrong!" Dr. Finkelstein's gaze then fell to the floor. "Unfortunately, it's vanished."

"Maybe someone swiped it?" Sora suggested.

"It must've been Sally!" Dr. Finkelstein suddenly shouted. "Jack, you've got to find her and get my potion back."

"Leave it to me!" Jack assured him.

"Can I tag along?" Sora asked.

"What for?" Jack gave Sora a suspicious look.

"I want to know more about these true memories the doctor keeps mentioning," Sora said.

"Excellent!" Jack shouted and grabbed Sora by his shoulder. "Let's go find Sally, then!"


Sora and the others found Sally in a large graveyard. She looked as if she had somehow been sown together.

"There you are, Sally!" Jack exclaimed as they walked up to her. "I thought I'd find you here."

"Who are your friends?" Sally eyed Sora, Donald, and Goofy.

"They're interested in true memories," Jack told her. "You have the potion, don't you?"

"Well…yes," Sally pulled out the potion.

"Could you give it back?" Sora asked eagerly.

"I guess so, if you insist," Sally shrugged her shoulders. "But, I'm afraid. All the Doctor did was smell it and the Heartless appeared. What if someone drinks it?"

"Are you kidding?" Jack asked. "What could be more exciting?"

"I'm worried, Jack. Isn't there another way?"

"Any ideas, Jack?" Sora asked.

"I can't think of a thing," Jack said.

"I can!" a booming voice came from nowhere. "Give it here!" Two big doors flew open and a giant ghost the seemed to be made of cloth came from them. He grabbed the potion and ran as fast as he could.

"Oh, no!" Sally shouted. "The potion!"

"Oogie!" Jack shouted and they ran after the large ghost to find him standing in front of them with the potion in his hand. "You again!"

"Jack, where are your manners?" Oogie laughed. "I'm just helping you put the potion to good use! You should thank me! Well, well. Just one sniff, and the Heartless appeared. What would happen if I chugged the whole thing? That would be scary! Poor Jack! You can't hold a candle to Oogie Boogie. Halloween Town is going to taste pain and despair beyond any nightmare!" Oogie ran off incredibly quickly.

"Pain and despair?" Jack shouted. "Oogie, you monster!"

"Come on Jack! We've gotta go after him!" Sora yelled and they all ran off as Sally watched them leave.


Sora ran as fast as he could into the manor as the others came out of their cards. They were standing on a giant roulette wheel. Oogie was standing on a level higher then them with potion in hand.

"Oogie!" Jack shouted to him. "Hand over the potion!"

"You fools don't know when to quit!" Oogie yelled as he held the potion higher. "Say… all this running around is making me thirsty!"

"Oogie! No!" Sora shouted.

"Yes!" Oogie took the potion and drank it all down.

"Oh, no…" Sora shook his head.

"Ahh! Lip-smacking good!" Oogie laughed. "Now I can awaken my true memories" Then Oogie suddenly stopped laughing and his eyes went wide. "Agh! What's this? What…Something's welling up deep inside me! Something scary!"

"Oogie!" Jack shouted. "What's going on?"

"No!" Oogie shouted as he looked at Sora with a frightened look on his face. "Get back! Stay away from me!" Sora was confused and he walked closer to Oogie. "Get away! You're scaring me!"

Oogie may have been scared but that didn't stop him from attacking. He threw three large dice down at Sora and they exploded in front of him. The force of the explosion sent Sora flying backwards. He hit against the wall but was able to land on his feet. Sora tried running at Oogie again but was almost impaled when large spikes came form the ground that blocked Sora from getting to Oogie. While Sora was trying to hind a way over the spikes Oogie began to start three spinning buzz saws around the roulette.

If Sora had not heard the buzz saw coming he would have been finished. Since he did hear it, however, he was able to jump out of the way. Just as he avoided the first one the next two were upon him. He rolled underneath the first one and when he saw there was no way to avoid the next one he held the Pumpkinhead up in front of him. The buzz saw crashed against the Pumpkinhead and the sparks flew. It took all of Sora's strength to make sure the buzz saw didn't knock the Pumpkinhead away and leave him completely defenseless.

Sora dropped to the ground and let go of the Pumpkinhead at the same time. The Pumpkinhead went flying across the room but he was still safe. He summoned it back to him and got ready to go after Oogie. Right as he was about to Oogie started up three giant scythes that started going up and down. As they got closer Sora timed it carefully and jumped through them as they came down. When the last scythe started coming down Sora leaped up and stood on top of the scythe.

Oogie looked shocked when Sora was able to leap from the scythe over the spikes to land in front of him. Sora started running toward Oogie who cried in terror and threw his arms forward. Right before Sora was able to connect two Gargoyles swooped down and slammed Sora back into the spikes. While Sora was dazed Oogie picked him up and tossed him back over the spikes so he landed hard on the roulette.

Sora shook hid head as he stood back up. He looked only to see both the buzz saws and the scythes coming at him. He braced himself as they got closer. He leaped over the first buzz saw then back flipped to avoid the scythe. He dropped to the ground and rolled to avoid the next buzz saw and scythe. He jumped and planted his hand on the last buzz saw then pushed off of it, grabbing hold of the top of the last scythe and leaping off to avoid that. As he looked back and saw all the deadly objects go back inside the roulette he dropped to his knees and let out a huge sigh of relief.

Sora reached into his pocket and pulled out the first card he could grab. When he looked he saw that it had Jack's picture on it. Sora wasn't sure when he had gotten that card but he shrugged and held it up. Sure enough Jack appeared from it. Without a word Jack grabbed Sora and leaped right over the spikes. Sora ran toward Oogie and when the two Gargoyles tried to stop him Jack grabbed them and slammed them into the ground. Oogie shouted in horror as Sora came at him and covered his face with his arms. Sora jumped up and knocked his arms away getting real close to his face.

"Boo!" Sora shouted and took the Pumpkinhead slashing straight through Oogie's gut. As the bugs spilled out of him Oogie looked down and then up at Sora.

"Not again," Oogie muttered. "Not again!" With that final scream Oogie was completely drained of his bugs.

"Again?" Sora questioned as he stared down at Oogie's remains. He reached down and grabbed the bottle of the memory potion. There was only a little left but it would have to do. "Time to get this back to the doctor."


"Confound that Oogie Boogie!" Dr. Finkelstein slammed his fist on the table. "He drank nearly all of my precious potion! There are only a few drops left!"

"Sora, why don't you ask the doc if you can drink the rest?" Goofy asked.

"No," Sora said after he stared at the potion for a while. "I better not."

"What, don't you want it?" Dr. Finkelstein asked and Sora shook his head. "Too bad. It would have been a great experiment."

"Now, doctor…" Sally said while giving him a look.

"Don't you want to find out about your true memories?" Jack asked.

"Of course," Sora said quickly. "Now more than ever. But there's this guy, Axel. I promised him I'd find the truth on my own." Donald and Goofy stared at Sora for a while but left it alone.

"I just don't understand," Dr. Finkelstein shook his head. "When I inhaled the potion, Heartless appeared and when Oogie drank it he was overcome with fear. What could it mean?"

"It means the potion was a failure," Sally said.

"No! I can't be wrong!" Dr. Finkelstein yelled. "Oogie must have found his true memories! Hmm…True memories must unbalance the heart and cause unpredictable change within!"

"Then, what about me?" Sora asked. "What happens when my true memories awaken?"

"Perhaps something even more terrifying," Dr. Finkelstein said ominously. "But this is all just a hypothesis. I can't be sure without further research." Dr. Finkelstein nodded to them and left the room.

"What's wrong, Sora?" Jack asked when he noticed Sora staring at the ground. "Does the doctor's theory scare you?"

"Well, yeah, a little," Sora shrugged.

"That's good to hear!" Jack suddenly shouted. "Fear and insecurities are signs of a strong heart. Without that strength, your zest for life would fade, as would your taste for fear. And believe me, that would ruin my fun."

"Thanks, Jack," Sora smiled. "I'll remember that."

"Then good luck, gentlemen!" Jack yelled. "May you always enjoy being frightened!"


Sora, Donald, and Goofy walked through Castle Oblivion. They all stopped when they saw Larxene standing in front of them.

"You're with Axel, aren't you!" Donald shouted.

"Ooh, aren't you clever," Larxene smirked. "The name's Larxene. Are you enjoying your stay in Castle Oblivion? I bet it's nice to peel all the worthless memories away and awaken the true memories that lie deep in your heart."

"True memories?" Sora asked quietly.

"But you're still forgetting something, aren't you, Sora?" Larxene asked. "The most important thing. When that poor girl hears you've forgotten her name, she'll be heartbroken."

"You know her?!" Sora shouted. "Is she…here?"

"Uh-huh," Larxene winked at Sora. "The bad guys are holding her deep within the castle. And you, the hero, have to go save her. Sadly, there's a catch." Larxene suddenly rushed forward and shot a lightening spell into Sora's chest. Sora was thrown back and Kairi's lucky charm was thrown from his pocket. "I'm a bad guy, so you'll have to go through me!"

"Sora!" Goofy shouted as Sora groaned and held his chest. Sora turned and saw Kairi's charm on the floor.

"What's that?" Sora stared at it. "Is that mine?"

"Tsk, tsk," Larxene shook her head. "You've been wearing it all this time, and you forgot? No, you couldn't have. The memory is engraved in your heart. Now think, Sora. What oh what could it be? Who gave it to you?"

"Na…" Sora started then there was a sudden flash. "Na…mi…"

"That's right!" Larxene edged him on. "Free the memory from your heart!"

"Nami…" Sora started again. "Namine."

"Well, it's about time," Larxene smiled. "That's right, Namine. She's the one that gave you the cheesy good luck charm. Not that you remembered." Larxene disappeared and reappeared near the charm. "No surprise seeing as you forgot her name. Talk about heartless! It'd serve you right if I smashed this piece of junk!" Larxene pulled out three shuriken in each hand.

Sora leaped up and knocked her away form it. He picked it up and slipped it back into his pocket.

"Don't you touch it!" He yelled. "Namine gave me this. It's precious to me!"

"Precious?" Larxene asked. "Spare me! Ten seconds ago you didn't even know what it was!" Larxene raised her shuriken and leaped at Sora.

Sora was fully prepared and held up the Keyblade to block her attack. Once the shuriken hit the Keyblade, however, an electrical surge traveled through it and blasted Sora backwards. Sora got to his feet but his ears were ringing. He had been hit by electrical attacks before but nothing to that magnitude. He was starting to see a pattern with these cloaked people. Axel had controlled fire to a masterful degree now here was Larxene with complete control over electricity.

Sora didn't have too much time to contemplate this because Larxene was bearing down on him. This time, instead of blocking the attack, Sora rolled out of the way. Sora started to swing the Keyblade down at her but Larxene smirked and concentrated a large amount of electricity to the point and Sora's attack was blocked. A bolt shot out from this little electrical shield and sent Sora flying backwards again.

"Don't you see, Sora?" Larxene chuckled. "It is not the electricity I control but the lightning itself!" Larxene laughed and shot a bolt of lightning at Sora. Sora flipped to the side to avoid the attack. Larxene started tossing shuriken at Sora but he knocked them out of the air with the Keyblade. He started running at her, dodging lightning and shuriken as he ran. When he finally got to her he swung the Keyblade but she blocked it with a handful of shuriken.

The two started going back and forth, attacking and blocking. Larxene swung the shuriken down and Sora knew he had to dodge. He swung the Keyblade at her open side but the lightning shield blocked his attack again. Sora quickly swung the Keyblade around to attack her from above the shield but she blocked with the shuriken. Larxene brought her foot up and kicked Sora in the gut. Finally she succeeded in stabbing a single shuriken through his shoulder. Sora dodged her next attack and pulled the object out of him. He attacked again but the predictable shield popped up again.

"Thunder!" Sora shouted and the two electrical energies canceled each other out and Sora finally got past the shield. Larxene screamed in pain and fury as the Keyblade tore into her side. She literally spat in Sora's face and blasted him with a powerful bolt of lightning sending him flying across the room again. Sora had to wipe her spit off his face as he stood up but he had a triumphant smile. This only served in infuriating Larxene even more.

"Don't get too cocky, Keybearer!" she shouted. "Lightning Bullets!" She pulled several shuriken from her coat but this time wrapped lightning around them before throwing them. They shot at Sora so fast he could hardly see them coming. He somehow managed to knock the first and second out of the air but all the others tore through him. Sora coughed up blood as he started to stand.

"Donald! Goofy!" Sora summoned both of his friends. Goofy jumped forward to keep Larxene busy while Donald healed Sora. Larxene brought down her shuriken but Goofy blocked them with his shield. Goofy went to smash his shield against Larxene but she put up a lightning shield. Before she could do anything to attack Goofy a Fire spell, courtesy of Donald, hit her square in the chest and sent her flying into the wall. Sora thanked his friends as they disappeared back into their cards. This time Sora decided to stay on the defensive and braced himself with the Keyblade out.

"Not even the Keyblade will protect you from me!" Larxene laughed as she started gathering a large amount of lightning in her hands. Sora quickly realized that being on the defensive wasn't such a good idea at this point. He tried to get to her before she shot off her attack but he was too late. "Lightning Bolt!" Larxene shot out the huge amount of energy. Not only did the attack cause a searing pain but it held him in place. He was unable to avoid the attack. "I could keep this up forever!" Larxene laughed and poured more into the attack.

Sora screamed in pain as he tried to get out but he couldn't. Whatever strength he did have was quickly being sapped by the Lightning Bolt attack. Sora had no doubt that if Larxene held this attack for more than a few more minutes, it would definitely kill him.


Axel watched the intense battle from high up in Castle Oblivion. As he watched Sora scream in agony he couldn't help but clench his fist. After all, it was almost like seeing him in that pain. Axel decided that if Sora didn't escape from the attack in the next minute and a half he would go down and stop Larxene. If Sora was killed there was no telling what would happen to the other one. "Roxas…"


Sora gritted his teeth and clenched his muscles as he prepared for one last desperate attempt. With a louder scream than any of the others before he unleashed as much magic energy as he could and the attack was finally blasted away. Sora had no energy left and dropped to the ground unmoving. Larxene looked shocked but seeing Sora lying there defenseless brought a grin to her face and she pulled out a shuriken. She walked up and was ready to finish him off for good.

"Got you," she heard Sora's voice and stared at him in confusion. "Warp!" Suddenly Sora wasn't lying on the ground but disappeared. Next thing Larxene felt was the blunt side of the Keyblade crashing against her head. She hit the ground hard. Sora picked her up by her arm and slammed her against the wall, sticking the Keyblade up to her throat. Larxene looked shocked but nodded her head, signaling that she conceded.

"Hey, you're not half bad," Larxene smirked. "Guess you really are a hero. A heartless hero!"

"Who asked you?" Sora shouted.

"Does it hurt because it's true? Grow up, Sora. If you're going to be a baby then here, play with these." Larxene pulled out the cards Axel gave her and tossed them over to Sora. "They're more cards from your memories. Say thank you like a good boy." She laughed and then disappeared.

"Wait, Larxene!" Sora shouted into the air. "Where are you? Don't you dare hide from me! Show yourself!"

"Sora, calm down!" Jiminy jumped out of Sora's pocket. "She's not coming back!"

"Sora?" Goofy approached him slowly.

"I hate her," Sora spat out. "It's not fair that she's the one who made me remember. Namine is too special for that." Donald and Goofy gave Sora a worried stare but he only continued to stare at the ceiling.


Way up in Castle Oblivion Axel calmly watched Larxene walk back into the room. She gave a sarcastic sigh.

"Throwing that battle back there really wore me out," she smirked.

"Throwing the battle?" Axel asked, always one to push other people's buttons. "Looks to me like you plain old lost the battle."

"How dare you!" Larxene screamed. "You just don't appreciate the finer nuances of…"

"Axel is right," came another voice. "That was an ungainly performance, Larxene." A new person walked into the room. He wore the Organization's signature black coat but he had light brown hair that reached down past his shoulders.

"Vexen!" Larxene shouted, surprised.

"Humbled by someone of such limited significance," Vexen shook his head. "You shame yourself and the Organization." Larxene growled at him in anger.

"Can we help you, Vexen?" Axel interrupted hoping to stop a fight from starting. "It's not very often we see you topside."

"I came to lend a hand," Vexen said simply. "I remain unconvinced of any potential in this hero you've been coddling. Perhaps and experiment would put my doubts to rest."

"I knew this would happen," Larxene glared at him. "Everything's an experiment with you."

"I'm a scientist," Vexen smirked. "Experimentation is what I do."

"Whatever, Vexen," Axel waved him off. "Do what you want. But cut the act. Testing Sora is just and excuse to test your little follower."

"Follower?" Vexen chuckled. "I'll have you know he's the product of very much research."

"What he is is a toy," Larxene said.

"I see I'm wasting my time," Vexen rolled his eyes.

"Have your fun," Axel said while reaching into his coat. "But take this with you. A wild card to keep the game fresh." He tossed a card to him. "Now tell me I don't respect my elders."

"I dare say I won't," Vexen smirked and turned around to his follower. He was a teenage boy with silver hair coming to his shoulders wearing dark clothing.