"Breath... should I take a deep?" Ruby is shown sitting alone on the clock tower as she stares out at the sunset. "Faith... should I take the leap?" Roxas is shown in his organization thirteen cloaks with the hood up. "Taste... what a bittersweet!" The two are shown walking the opposite direction of one another before they are shown looking at one another from over their shoulders. "All my, all my life!" Axel is shown walking over to Roxas and putting his arm around his neck and pulling him away. "Let me face!" Ruby is shown looking away as she stands alone. "Let me face!" Light flashes and Ruby is shown running from Nobodies that suddenly attack. "Let me face my fears!" Roxas is shown looking down sadly as he was forced to follow orders. "Let me face! Let me face! Let me face my fears!" Light flashes and Ruby is shown laughing as she sits next to Roxas as the two talk. "Won't be long!" Light flashes and Ruby is shown standing with shock on her face as Roxas is shown standing in front of her. "Won't be long!" Light flashes and Ruby is shown crying as she stands alone. "I'm almost here!" Light flashes as Sora and Roxas are shown on separate screens before Roxas is shown fading away and Sora is shown alone. "Watch me cry all my tears!" Ruby is staring at the sky as it looks like doves fly around her. "Let me face!" Light flashes as Ruby is shown floating back as she reaches up. "Let me face!" Roxas, Ruby, Xion and Axel are shown laughing together as Ruby and Roxas sit beside one another. "Let me face my fears!" Music continues to play as Ruby and Roxas are shown reuniting before Ruby is shown sitting alone as she stares out at the sky and the title is shown above her.
The group get around Mickey and they wave to Mickey as they head to the fight. The group runs on ahead from Mickey. Ruby stops behind Sora when their path is blocked by an Organization member appearing. Demyx steps out of the portal.
"Hey, you guys are looking lively." Demyx exclaims.
"Demyx." Ruby whispers.
"Scram!" Donald yells out.
"What do you want, Demyx?" Ruby asks.
"I don't like you either, little light." Demyx states pointing at her.
"Didn't we catch you messing around in the Underworld?" Sora asks, "How did a wimp like you get into Organization Thirteen?"
"Can you even fight? All you've done is run like a cry baby." Ruby states.
"You shouldn't judge anyone by appearance." Demyx states.
"Oh really?" Sora asks as he summons his weapon.
"Oh... I told them they were sending the wrong guy." Demyx mutters.
"Who is this kook?" Sora asks.
"Remember, the Organization's made up of Nobodies." Goofy states.
"Right - no hearts." Sora states.
"Oh, we do too have hearts. Don't be mad..." Demyx states.
"That's what I said!" Ruby blurts out.
"You can't trick us!" Donald exclaims.
"Silence, traitor." Demyx states pointing at Sora. Ruby gasps as Demyx was actually pointing at Roxas. Demyx summons his sitar.
"First I'll take out that little light to get you angry." Demyx states. Ruby's eyes widened and Sora blocked the hit. Sora fights off Demyx and defeats him.
"Nooooo!" Demyx cries out before vanishing completely.
"Anyone from the Organization who'd like to be next?!" Sora yells out.
"Hey Sora! Don't antagonize them!" Donald demands.
"Yeah, we gotta go help our friends out first." Goofy states. Ruby moves over towards Goofy and Donald with a giggle.
"Oh. Sorry." Sora replies.
"Then let's go." Donald explains.
"Aha! There you are!" Mickey states.
"Mickey." Ruby states.
"You sure have lotsa friends to help." Mickey states and the group smiles, "So, I guess we better all pull together and finish this battle for good!"
"Yes, your majesty!" Everyone exclaims. Ruby giggles as she turns to walk away.
"Look out!" Goofy exclaims and pushes Mickey into Ruby who falls over with Mickey in her arms. Goofy takes the hit with his head.
"Goofy!" Sora exclaims.
"No..." Mickey states.
"Hey! You're the King's Captain! You gotta get up!" Donald demands.
"Goofy! Get up please!" Sora exclaims. Ruby sat there with wide eyes as tears fill her eyes.
"Goofy..." Mickey states.
"Oh no." Donald breathes out.
"This is not happening." Sora states.
"Goofy!" Ruby yells out as she starts sobbing.
"It can't be happening..." Sora says, "It can't..."
"They'll pay for this." Mickey says, and Mickey throws off the cloak before him and Donald run away. Sora looks at Goofy and then at Ruby.
"Ruby, stay with Goofy. I don't want you to get hurt." Sora states. Ruby nods as she knew it was Roxas saying that and she sits beside Goofy and touches Goofy's shoulder gently.
"Goofy, I can't lose anymore friends!" Ruby states, "Please be okay." Ruby cries and she hugs Goofy as she cries. Goofy comes to as he'd just been knocked out. Ruby looks up.
"Ruby!" Goofy states.
"Goofy! You're alive!" Ruby exclaims and hugs him tightly.
"Where's the others?" Goofy asks.
"They're mad. They ran ahead to take it out on some Heartless." Ruby explains.
"Then I better catch up to them!" Goofy explains and Ruby runs after Goofy. They eventually catch up.
"Hey Fellas!" Goofy calls out.
"GOOFY!" Everyone yells out happily.
"He's okay." Ruby states.
"Ya know, that really hurt." Goofy states.
"Oh, Goofy!" Mickey says and hugs Goofy.
"Gawrsh, yer Majesty, I get bumped on the head all the time!" Goofy says. Donald hits Goofy.
"Ouch! That hurt too!" Goofy complains.
"Don't you ever do that again!" Donald scolds. They head out together and they find the Heartless frozen.
"What's happening?" Ruby asks.
"There!" Goofy exclaims. They look up to notice an Organization member appear and put his hood down.
"Ansem!" Sora yells out.
"No. That's the Nobody..." Ruby states and remembers what Axel called him, "Xemnas." Xemnas looks down at them and looks right at Ruby.
"Ah, little light." Xemnas states. Sora and the others step in front of Ruby protectively. Mickey remembers when he had a conversation with Ansem the Wise about the Kingdom of Hearts. Mickey was there when the guy walked into the room. Mickey learned that the guy's name was Xehanort.
"Now I remember! Xehanort! Ansem's apprentice!" Mickey says, "The Leader of Organization Thirteen is Xehanort's Nobody! Protect Ruby at all costs. I'm going after Xehanort!" The group fights off the Heartless while Ruby was worried about the group. The group runs after Mickey.
"Your majesty!" Donald exclaims.
"Xehanort!" Mickey yells out.
"How long has it been since I abandoned that name..." Xemnas states.
"Out with it, Nobody! Where's Kairi? Where's Riku?!" Sora asks.
"I know nothing of any Kairi... As for Riku... Perhaps you should ask your King." The guy says as he turns towards them.
"King Mickey?" Ruby asks.
"Stop!" Mickey yells out as Xemnas was escaping through a dark portal. Mickey jumped in after Xemnas. The portal closes.
"He's gone!" Sora exclaims.
"Way to fall right into their trap." A familiar voice to Ruby states and Ruby's eyes widened in shock. Tears fill her eyes and she looks up.
"Axel..." Ruby whispers. Axel hadn't even noticed Ruby standing there.
"Xemnas is using you. He wants you to destroy all the Heartless." Axel explains.
"Xemnas?" Donald asks.
"The guy you just saw. He's their leader. Got it memorized? X-E-M-N-A-S." Axel asks.
"Do you have me memorized?!" Ruby asks, stepping out from behind Sora and into view.
"Ruby..." Axel breathes out and Ruby runs over to him crying. Axel stands there shocked as Ruby hugs him.
"Ruby... It's not safe! What are you doing here?" Axel asks.
"Ruby! Get back! It's not safe!" Sora states.
"Don't tell her it's not safe! You're the one who's been putting her in danger! She's my best friend! I'd never hurt her!" Axel yells back.
"Axel, why did you kidnap Kairi?" Ruby asks.
"So that... so that you can be happy." Axel explains, "You're not going to be happy unless..."
"I'm trying to find a safe way... To bring him back. That doesn't involve turning Sora into a Heartless." Ruby cries out. Axel places one hand on her shoulder and the other on the back of her head as she cries into his chest.
"Axel, we should be working together..." Ruby states, "We'll bring him back safely. Together because I'm waiting for you to come back. Just like you promised."
"Ruby..." Axel states and he gasps as he looks up. Saïx comes out of a dark portal.
"Now it's really not safe for you..." Axel whispers as he glares at Saïx.
"So, the Little Light has gotten to you as well." Saix states.
"Sora, protect Ruby." Axel states, "Protect her with your life." Axel steps back quickly and vanishes.
"Axel! No!" Ruby cries out. Just like that, Axel was gone. She reached out to where he was.
"We'll make sure he receives the maximum punishment." Saïx states.
"The maximum punishment?" Ruby asks, "Your punishments are death! No! You won't take anymore of my friends!" Ruby rushes towards him suddenly and a bright light emits from her. Saix is thrown back away from Sora. Ruby falls towards Sora as she passes out from using all her strength. She wasn't ready to use her true powers yet.
"Ruby!" Sora exclaims.
"Hmm, the Little Light is stronger than we thought." Saïx states recovering.
" I need to get to Kairi." Sora states.
"This Kairi, you care a lot about her?" Saïx asks.
"Yes. More than anything." Sora states.
"Show me how important." Saïx demands. Sora passes Ruby to Goofy. The only thing Sora could think of was to bow to him.
"Please." Sora pleads.
"So, you really do care for her. In that case - the answer's no." Saix states.
"You rotten!" Sora growls out and glares at him. Saix's eyes narrow. He could see where Roxas got it from.
"Are you angry? Do you hate me?" Saix asks, "Then take that rage, and direct it at the Heartless." He summons Heartless to attack them. Sora jumps back ready to fight. Goofy sets Ruby down so that they can defend her.
"Pitiful Heartless, mindlessly collecting Hearts. And yet, they know not the true power of what they hold. The rage of the Keyblade releases those hearts. They gather in darkness, masterless and free... until they weave together to make Kingdom Hearts. And when that time comes we can truly, finally exist." Saïx monologues.
"What in the world do you think you're prattling on about?" Maleficent asks, appearing behind them. Sora gasps as he grabs Ruby and moves back out of the way.
"Kingdom Hearts belongs to me!" Maleficent demands, "The heart of all kingdoms, the hearts of all that lives. A dominion fit to be called Kingdom Hearts must be MY domain!"
"Maleficent, no! No more Heartless!" Sora exclaims.
"I do not take orders from you!" Maleficent yells out. She summons more Heartless to attack Saïx.
"Fool." Saïx states who summons some dusks. Maleficent moves between them and sets up a wall of flames.
"While I keep these creatures at bay, you devise a way to vanquish them - forever!" Maleficent demands.
"Maleficent." Sora states.
"Do not misunderstand me. I shall have my revenge on you yet." Maleficent explains.
"Maleficent!" Sora yells out.
"Leave! Now!" Maleficent yells out.
"I don't take orders from you!" Sora yells.
"Sora! Come on! Ruby's hurt! We have to get out of here!" Donald reasons with Sora.
"But what about–" Sora states and the flames disappear.
"Now then, where did we leave off?" Saïx asks. They get surrounded by Heartless.
"Which side are you guys on anyway?" Sora asks.
"The Heartless ally with whoever's the strongest." Saix states. Saïx watches Sora release more hearts.
"Yes, Sora. Extract more hearts." Saïx states before he vanishes into darkness.
"No... the hearts." Sora states. He deflects a shot aimed at Ruby as he holds her in his arms.
'Maybe everything we've done... Maybe it was all for nothing... What am I supposed to do if I can't use the Keyblade?' Sora's thoughts ask.
"Imbeciles! You can't be trusted to do anything!" Maleficent's voice yells out. A powerful light emits from the group and they are ejected from the world before they could be destroyed. Sora held Ruby close as Roxas was holding her close to him. They appear in the Gummiship.
"I guess help comes from unexpected places." Sora states.
"Yep." Donald replies.
[Flashback]
Ruby comes to as they appeared in the Realm of Darkness.
"Kairi! Riku!" Sora calls out.
"What? Who's there?!" Donald asks, spotting a cloaked figure.
"What's happening? Where are we?" Ruby asks.
"We're in the realm of darkness." Sora explains. The cloaked figure vanishes leaving a box. Donald grabs it.
"Are you sure you wanna open - that?" Goofy states as Donald opens it. There, sitting on top of sea salt ice cream was two pictures. Ruby grabs it.
"Roxas!" Ruby cries out.
"That's Roxas?" Sora asks.
"Wait... isn't that you?" Donald asks. Ruby looks at the second picture. It was a zoned out version of Ruby looking over at the camera with Roxas, Hayner, Pence and Olette sitting together.
"Gawrsh, it's the gang from Twilight Town. There's Hayner, Pence, Olette... and apparently Roxas." Goofy explains.
"But... Roxas and I... I was never friends with them until after Roxas left me." Ruby explains.
"Wait?" Sora asks, "Then how did you all take this picture?" Ruby looks at the picture and she touches Roxas's face, "Roxas... when did we take this picture?" Donald eats the sea salt ice cream.
"Salty... no sweet!" Donald explains.
"It's really good, isn't it?" Ruby asks, "Roxas and I were obsessed with them. Us and Axel."
'And Xion.' Ruby's thoughts continue. The sea salt ice cream glows and creates a keyhole. Sora uses it to get them out of the realm of darkness. They return to Hollow Bastion long enough to return to the Gummiship.