A gentle song begins as Melanie, Willow, Scarlet and Aya are shown lying all besides one another sitting in a circle. "The One and only has come and there can only be one! And at Last I am Here!" Willow, Scarlet and Aya fade away as Melanie is shown sitting up as she suddenly was on the Destiny Islands beach. Melanie turns to look behind her at the sound of her name. Riku held his hand out with a smile. Sora and Kairi stood beside him with smiles on their faces. "Why can't I even breathe? Standing in the wreckage." Melanie reaches for Riku's hand before the ground caves out beneath them. "The rain, a lullaby and so I close my... eyes." Sora is shown with Donald and Goofy fighting off Heartless together before light flashes and Roxas, Axel and Xion are shown standing together as they faced away from Aya who turns to look back at them before they fade away and she laughs as she talks with Roxas, Pence, Olette and Hayner. "Within this world if you wish to live another day! You must disguise as a flower that will captivate!" Light flashes and Willow's flower pod is shown before Willow is shown floating inside before Ventus is shown sitting on his chair as Aqua, Scarlet and Terra floated like ghosts before they vanish into black smoke. Scarlet is shown reaching for Terra before she fades away. Riku is shown standing in his regular form before he's shown in the Organization outfit facing away from himself. "You, I want to believe! But I cannot believe!" Disney characters are shown as Melanie, Scarlet, Willow and Aya are shown flashing across the area like a ghost. "I'm powerless! I'm meaningless! Like every scar! But as I cry, tears fill inside right through my heart!" Kairi is shown standing on the beach alone as she stares out into the ocean waiting for her friends to return. "Through it all, I can hear someone whispering, 'come near'! All that I miss, it's infinite!" Xehanort is shown at the top of a rock with his organization members around him before Terranort is shown with a smile on his face and Scarlet is shown floating behind him with a sad look on her face. "And so I see! Tomorrow's come with a new sun waiting for me! The One and only has come! And there can only be one! And at Last... I am here!" Queen Minnie, Daisy, and King Mickey are shown standing together. "There is a part of me that wants to forgive you!" Riku and Sora are shown fighting off Xemnas. "But I will not forget – I can't understand...yet." Riku is shown reaching for Melanie with Sora whose shape changes into Ventus and Roxas slowly as Willow and Aya are shown over Melanie before Melanie's eyes open and she grabs Riku's hand. "Within this world if I were to live another day! I must learn this song and quickly learn to play along!" Light Flashes and Kairi is shown reaching for Sora as the two were being separated by a rift. "If I want to believe! I just need to believe!" King Mickey is fighting off enemies with Riku in order to get to Melanie. "Freedom's a lie – Even so I must cross that line!" Light Flashes and Aya is shown as a child laughing with Lea and Isa before light flashes and Axel is shown standing in front of Melanie before he looks over his shoulder to see Saïx and the rest of the first Organization staring at them. "I'll scream it loud – Barren, I shout 'I'll make it mine'!" Light Flashes as Willow, Ventus, Aqua, Scarlet and Terra are shown laughing together before Willow and Ventus fall back asleep just as Terra turns into Terranort, Scarlet gets bound in chains and Aqua is absorbed in darkness. "And so I turn away from the truth that's in my way!" Light Flashes and Willow, Scarlet, Melanie and Aya are shown standing together with their backs to one another as they stand in a circle. "Defy the gods, despite the odds! I'll find that light! Something so pure – I'll search the world into the night!" Ventus, Terra and Aqua appear in front of Willow and Scarlet before Roxas, Axel, and Xion are shown standing in front of Aya. "The one and only has come and there can only be one! And at last..." The two groups fade away as Willow, Scarlet and Aya are shown turning into three floating hearts that enter Melanie and she closes her eyes as she held her hand against her chest before she opens them to find Riku, Kairi, Donald, Goofy and Sora smiling at her while Riku had his hand outstretched to her. "I am here!" Melanie reaches towards Riku to take his hand before light flashes and the title is shown.
[Later]
Ventus soars through space and an Unversed enters the spaceship. Ventus heads after it and gets on board. On board he causes problems with Gantu but becomes friends with 626. 626 talks about Aqua, Scarlet, Willow and Terra and Ventus realizes that 626 knows his friends.
"Willow?" 626 asks.
"Ah, she's not here. But she's a really nice friend." Ventus says. Ventus heads to find the engine area. 626 ends up getting his wayfinder broken and he arrives at the engine room to show Ventus. Ventus and 626 fight off the Unversed together and after it's defeated, Ventus looks at 626. 626 was going crazy because his wayfinder was broken.
"I see... your wayfinder broke. Well, don't worry. Friendship's more than an object." Ventus says.
"Fren-ship... cir...cle?" 626 asks.
"Uh-huh." Ventus replies. Gantu arrives and 626 and Ventus explains that they are friends. 626 and Ventus escape the ship together. 626 steals a ride while Ventus flies beside him. 626 engages the hyperdrive. When 626 gets sent away and Ventus is sent hurdling into space.
[Later - Neverland!]
Mickey arrives in Neverland and encounters Scarlet and Vanitas. Mickey gasps and realizes that Scarlet was under a dark spell that was causing her body to be absorbed in darkness because her heart had fled her body. He fights them off.
[Meanwhile]
Ventus arrives on an island world and passes out from exhaustion. He couldn't really remember what happened. The last thing he remembered was getting blown into space from the wave from the hyperdrive. Ventus opens his eyes to find a little fairy girl about to kick him.
"Ah!" Ventus cries out and rolls out of the way.
"Who are you?" One of the little boys wearing a fox outfit asks.
"Name's Ventus. But everybody just calls me Ven. Hmm... Guess when I sat down to rest, I must've fallen asleep." Ventus explains.
"But where'd ya come from?" The boy dressed in a bear outfit asks.
"Well, you see..." Ventus asks and thinks about it. The fairy girl interrupts by pulling on the fox kid's ear.
"Alright, alright we're goin'!" The fox outfit kid exclaims.
"So long, Ven." The bear boy tells him.
"Hey, where are you guys off to?" Ventus asks.
"Tink saw a shootin' star and we're gonna go hunt it down." The bear boy explains.
'Shooting star?' Willow's voice asks.
"A shooting star? Mind if I come along?" Ventus asks.
"Course not. But you gotta agree to follow us!" The fox boy exclaims.
"Yeah, it's uh... right over... Thataway! By the Indian Camp!" The bear boy replies.
"Ready, men? Forward March!" The fox boy exclaims.
[Meanwhile]
Terra arrives in Neverland and looks around. He hears something and spots two guys being attacked by the Unversed. One was a tall man wearing a red outside slinging a sword with a hook for a hand and the other was a short old man wearing a striped white and blue shirt, and shorts.
"What are they, Cap'n?!" The short guy cries out.
"Back! You'll not get me treasure!" The captain yells out.
"Leave 'em to me!" Terra yells out as he runs over. He fights off the Unversed after summoning his keyblade. After he defeats the Unversed, the two head over to him.
"If I'd desired your assistance, I'd have demanded it. We had the situation under control. Isn't that right, Smee?" The captain states.
"Oh, yes, Cap'n. Completely. We would've cleaved those fiends to the brisket, we would." Smee replies, "Why, I'd have given 'em a little of THIS - and THIS–" Smee exclaims showing off fight moves.
"And don't think your efforts mean you'll get a share of me treasure. Understand?" The Captain states.
"I'm not after your precious box, Captain. I'm looking for a person. A boy, wearing a mask. Ring any bells?" Terra asks.
"No, not a one." Captain states, "Figures. Smee! Ye blithering barnacle! We're off! We shall leave this place before the light draws 'em back again."
"Hey, hold on. What did you just say about the light?" Terra asks.
"Ah, yes, it's heartbreaking really... This chest, you see, contains light gathered from all around. And I got an acquaintance - a boy - who's sure to try and seize it." The Captain states.
"A boy who's after the light... If it's not Vanitas... then who?" Terra mutters as he thinks. He places his hand on his chin.
"Hey, why don't I help you keep the light safe?" Terra suggests, "Maybe you could tell me more about this boy who's troubling you. What's his name?"
"Peter Pan!" The Captain announces, "This chest must be brought to Skull Rock safely. Don't let that Peter Pan anywhere near it!"
"Right. I got you covered." Terra replies.
[Later]
They get to Skull Rock safely. The Captain looks at Terra. They leave Terra in charge of protecting the treasure as they leave. The Captain and Smee leave. Terra prepares himself for Peter Pan's arrival.
[Meanwhile]
Ventus follows the two boys and when they come to a hollowed out tree, a weird sounding call is heard. Ventus looks around and watches a boy dressed in a green outfit fly over them.
"Peter Pan!" The two boys exclaim.
"Who do we have here? Never seen you before..." Peter Pan mentions.
"I'm Ventus. Call me Ven." Ventus introduces himself.
"Well... if you say so." Peter Pan explains as he lands and walks over to the two boys, "Ten-shun! Now then, men. I don't suppose you'd wanna capture some real pirate treasure?"
"Real pirate treasure?" Bear boy asks.
"Sure!" Fox boy exclaims.
"Well, guess who caught sight of Hook right when he was stashing his treasure? What do ya say we sneak in and grab it?" Peter Pan asks.
"Whoa boy!" Bear boy says.
"Let's go! Let's go!" Fox boy exclaims. Tink kicks them and they complain in pain. She complains to Peter Pan.
"Tinker Bell, what's gotten into you?" Peter Pan asks.
"We were all supposed to go hunt for a shooting star together." Ventus explains.
"Forget that. Pirate treasure is way more fun!" Peter Pan says, "Tink, you're coming with us!" Tink flies away angrily.
"Well, that's no way to respond to an invitation. C'mon Ven, you're a better sport than her, right?" Peter Pan asks.
"I'd love to join you, but... first I wanna find the shooting star." Ventus says before he walks away. Peter Pan and the boys head away in a different direction.
Tinker Bell and Ventus head to the Indian Mounts. He spots Mickey's star shard and Tink flies over to it. Tinker Bell ends up getting captured by a guy with a Hook where his left hand should be.
"Let Tinker Bell go!" Ventus yells.
"Huh. One of Peter Pan's brats. Well, tell that cowardly sparrow... if he wants his precious Tinker Bell back, he'd best meet me at Mermaid Lagoon!" Hook demands.
"Stop!" Ventus says trying to rush after Hook but gets stopped by the Unversed, "Scram!" Ventus fights off the Unversed as fast as he can, but Hook escapes with Tinker Bell long before Ventus is finished fighting.
[Meanwhile]
Peter Pan and the boys get the jump on Terra. Terra begins fighting Peter Pan. Peter didn't know what Terra's problem was. Terra finds out he was guarding a pile of loot. He apologizes to Terra. He introduces himself to Terra and after Terra mentions about a shooting Star, Peter takes off as he knew Tink was in trouble.
[Meanwhile]
Ventus rushes off to Mermaid Lagoon as fast as he can. He didn't know where it was, but he just went off in the direction that Hook went. He heads around a corner and looks around.
"I lost them..." Ventus says as he looks down sadly.
'This place is really pretty, Ven, look.' Willow's voice says and Ventus looks around. Ventus's eyes widen and he stares up at the sky.
[Memory]
"Hey, y'ever wonder what stars are? Where light comes from?" Ventus asks. Light flashes and Willow and Aqua are shown sitting while Terra, Scarlet and Ventus stood beside one another. They were all laughing as they looked into the night sky.
[Present]
"Thank you for reminding me of that memory, Willow." Ventus says and the image of Willow smiling comes to Ventus's mind and Ventus looks down sadly.
"Look out below!" Peter Pan's voice says and Ventus turns and looks up.
"Peter, help!" Ventus says, "Tinker Bell's been pixie-napped!"
"Then I'm too late. Hook's gonna pay for this!" Peter Pan states.
"He said to meet him at Mermaid Lagoon." Ventus explains.
"Gotta be an ambush. Hmph, that old codfish thinks he's clever." Peter Pan says and starts to fly off.
"Hey, I'm going too." Ventus announces.
"Well, we have to hurry. Can you keep up?" Peter Pan asks.
"You bet!" Ventus says and he runs below Peter who flies away.
[Later]
Terra was about to leave Skull Rock when he heard the kids cry out. He rushes back in and fights off the Unversed who were attacking the kids. The Captain returns as the kids run off. Captain reveals that he had Tinkerbelle. Terra frees Tink and Captain gets angry. The Captain gets scared off by a ticking crocodile. Tink flies around and Terra looks up.
[Memory]
"That every star up there is another world." A voice interrupts. They turn to look to find their two friends standing there.
"Terra, Scarlet." Aqua calls out.
"Out for your usual evening stroll?" Willow teases.
"Yep." Scarlet replies with a smile. Terra walks over with Scarlet.
"Hard to believe there are so many worlds out there besides our own. The light is their hearts, and it's shining down on us like a million lanterns." Terra explains
"What? I don't get it." Ventus whines.
"Lanterns are pretty." Willow adds as she turns so her feet rested on the grass while Ventus stands up.
"In other words they are like you, Ven." Terra explains.
"What does THAT mean?" Ventus asks.
"You'll find out someday, I'm sure." Terra says.
"I wanna know now." Ventus whines. Light Flashes before the group is shown laughing.
[Present]
Terra explains to the kids that there's something better than actual treasure. Terra watches them walk away.
"Kind of makes me wonder... What I'd put in there." Terra mutters.
[Meanwhile]
Ventus and Peter Pan arrive at the Mermaid Lagoon. Cannon fire gets shot at them and they dodge the cannon fire.
"Tink, it's you! And you're alright!" Peter Pan says and listens to Tink, "What? A strange fellah with a funny lookin' sword has—" There's an explosion.
"I gotta stop that cannon." Peter Pan says.
"And I'll go after Hook." Ventus states.
"Right. Tink, if you would?" Peter Pan says and Tink flies around Ventus sprinkling him with Pixie Dust.
"Wow. What?" Ventus asks.
"It's pixie dust. Bet you feel lighter now, don't cha?" Peter Pan asks before he flies away. Ventus flies off to meet with Hook. Ventus arrives and Hook tries to fight Ventus before a sudden ticking sound is heard. Hook gets scared but goes to fight Ventus. Ventus fights Hook off and throws him into the water where he takes off from the crocodile.
"Ahoy! Look what we brought!" The two lost boys say, "A treasure chest."
"Yup! The same chest I told ya about!" Peter Pan says, "We snatched it right from Hook's hiding place." Peter Pan opens it and has a look inside.
"Huh? How come it's empty?" Peter Pan asks.
"Uh, sorry, but... we lost all the treasure." Bear boy explains.
"Oh well... that's too bad." Ventus says.
"Aw, who needs it? It was probably just full of dumb old jewels or doubloons or somethin' anyways." Peter Pan replies.
"We could just put what we treasure in there instead – if ya wanna!" Fox boy states.
"Yeah, that's perfect." Peter Pan says, "Instead of filling it up with jewels and gold and stuff, we'll put in what's truly special to us. The real riches!" Everyone starts putting something in and Ventus puts the toy keyblade that Terra gave him. He explains about Terra, Scarlet, Aqua and Willow being his very best friends. He explains that his best memories are going to be on the road ahead. Tink goes to put the star shard into the chest and Peter Pan makes Tink give it to Ventus. It activates and sends Ventus away into the sky.
[Later]
Aqua arrives on an island world. She has a look around as she wonders why she ended up coming there. She picks up a rolled up piece of paper and two little boys complain.
"Awe, so close." Fox boy whines.
"Too bad, man. Tough break." Another boy says.
"But Pan!" The boys complain.
"You know the rules. The first one to find and claim the treasure map... gets to be the leader and that's you." Peter Pan says.
"Leader?" Aqua asks, confused.
"Of the expedition." Peter Pan says.
"Uh... we're goin' on a treasure hunt. And that's our map you got." The Bear boy explains and a little fairy floats down to the taller boy.
"What do ya mean? I never said girls can't be part of the gang. C'mon, Tink. The more the merrier!" Peter Pan says and Aqua blinks confused.
"I'm sorry, but I have something else I need to take care of." Aqua explains, "Here, you keep it."
"Too bad... but rules are rules. I guess we'll just have to call off the treasure hunt." Peter Pan says.
"Awe! No!" The boys say and whine.
"Alright, you win. I'll join for one expedition." Aqua says and the boys cheer happily.
Peter Pan introduces himself and when Aqua introduces herself, Peter Pan recognizes her name. They head out to Mermaid Lagoon first in search of the treasure. Aqua leads the group and they encounter Hook. They ignore Hook and get cannon fire shot at them. Aqua encourages everyone to run. They arrive at the location and Tinker Bell gives the group some Pixie Dust. Aqua watches as the boys fly up and Aqua flies after them. They get to the location and encounter Hook once more. Hook discovers that there wasn't any treasure him and the crocodile arrives and Hook runs away in fear. The group laughs in shock. They have a look at all the treasures and Aqua notices the wooden keyblade. Aqua learns about all the memories that Ventus wants to make. Aqua heads off when she senses Vanitas's darkness as well as another darkness that steps out before her and she gasps in shock.
"Scarlet..." Aqua explains.
"Hello, Aqua." Scarlet states with a smirk.
"So, have a good time hanging out with the kiddies?" Vanitas asks. Vanitas picks up the toy keyblade.
"I always hated that thing." Scarlet states.
"Well, it's better off thrown away then... or destroyed." Vanitas states. Vanitas breaks the toy keyblade that he stole from the boys. Aqua summons her keyblade.
"What have you done to Scarlet?!" Aqua asks.
"He's done nothing to me. This is who I truly am before I was cursed with the disgusting light." Scarlet states.
"Scarlet, that's not true!" Aqua explains.
"Hmph. Tell me, is the little light protecting you still? I always despised Willow. Her and that goody goody attitude, wishing she could use a Keyblade like all you others." Scarlet states, "Makes me sick." Scarlet attacks Aqua. Aqua defends herself and Vanitas attacks as well.
"I'll leave her to you, Vanitas." Scarlet explains.
"With pleasure." Vanitas states as Scarlet backs up into a dark corridor.
"Scarlet! Wait!" Aqua calls out. Vanitas attacks Aqua. When Willow ends up taking a hit for Aqua using the light shield Aqua's eyes widen.
"Ah, so she hasn't learned her lesson." Vanitas sneers.
'And I never will!' Willow's voice says as a bright light blasts Vanitas. It blinds him and Aqua finishes him off. He falls back onto the ground and Aqua takes a deep breath. She ends up passing out from exhaustion.