Author: Stormforce
Rating: NC-17
Disclaimer: Don't own either series.
Notes: <Anything in these are thoughts>

"Watch out!" Tara shouted as she saw Faith and Willow fall to the ground with a Heartless soldier on their backs. Willow cried out feeling the claws of the soldier slice into her back, and rolled over knocking the Heartless off of her, and on to the ground. Faith grit her teeth against the pain in her shoulder where the Heartless sunk its claws into her.

Buffy rushed forward gripping her Keyblade, and severed the soldiers' head, as Tara cast a Holy spell on the second. Donald and Goofy were busy attacking the shadows that he rose from the ground, Goofy spun around hitting two of the shadows, and knocking them into the wall, and watched as they disappeared with a pop. Donald cast a Thundaga spell on one of the shadows, and saw one get thrown into the middle of the spell, glancing over he saw Willow smirk.

The ground shook as two ten-foot tall, eight-foot round Heartless appeared, and glowed purple for a moment. Tara back flipped just in time to avoid a jumping belly attack, and saw Willow jump to the right to avoid the second attack. Putting their new skills to use, Buffy began glowing a bright orange, as Faith glowed a dark blue. Buffy cast two Waterga spells on the Heartless, as Faith let loose two Thundaga spells, the spells combined and created electrified water that covered the Heartless. The group watched as the Heartless shook, and smoke rose from their bodies as they disappeared.

Willow and Faith swayed for a moment before falling to their knees, as their wounds turned green. Seeing this Tara ran to Willow, as Buffy hurried to Faith, both girls were on the verge of unconsciousness as the poison raced through their veins. Buffy tossed an Antidote to Tara, as she gave one to Faith, with the poison taken care of , Tara cast a two healing spells and watched as the wounds on Willow's back close.

"Thanks." Willow said standing with Tara's help. "Looks like they're packin' poison claws now."

Faith nodded. "Yeah, we're gonna have to be careful...that poison packed one hellva punch."

"We best get inside Giles' house." Tara said and helped Willow to walk up the stairs. When she knocked on the door, Clay smiled and let them in, helping Tara with Willow. Buffy's twin hurried over and helped Buffy with Faith.

"What happened?" Willow's twin asked as she and Faith's twin began handing the group glasses of water.

"Nothing much, just found out the Heartless soldiers' claws now have poison on them." Faith said, and rolled her aching shoulder.

"That's nice to know." Clay said getting nods from her group.

Giles stood from his seat and looked out the window into the darkened sky, before turning towards the others. "You guys ever hear of Maleficent? I've been hearin' she's in town."

"Who's that?" Buffy asked blinking.

"A witch, man, she's a witch!"

"Well, with a name like Maleficent, it's no wonder she's a witch! I would be too!" Faith said causing Giles to shake his head.

Clay grinned before a serious look crossed her face. "She's the reason this town is overrun with Heartless. Don't take her lightly."

"She's been using the Heartless for years." Willow's twin said glancing out the window -thinking she saw something, but shrugged her shoulders.

"We lost our world thanks to that bitch!" Clay growled lowering her head.

"We were all sitting around enjoying a warm sunny day when these small shadows attacked. Every time we'd kill a group of those little bastards, more would appear. They just kept coming!" Faith's twin said remembering.

"They just took over our world, and we could do nothing to stop it!" Willow's twin sobbed, as Clay wrapped her arms around her.

"That was three years ago." Clay said quietly.

"It was then that I met up with these guys, and came here." Giles said glancing around the room.

"That's awful!" Donald said sadly shaking his head.

Clay kissed Willow's twin before standing. "Our ruler was a wise man named D'Hoffryn. He dedicated his time to studying the Heartless."

"Yes, and his report should tell us how to get rid of those dammed Heartless." Giles said as he sat back down.

"Where is this report?" Tara asked leaning against Willow.

"That, we don't know. It got scattered when our world was destroyed."

"And I'd bet my life that Maleficent's got most of the pages." Buffy's twin said crossing her arms, and leaning against the wall.

The room went quiet for a few minutes before Clay lifted her head. "This town has to have a Keyhole somewhere."

"What do you mean?" Willow asked as her twin quickly stood.

"The bell!"

"Huh? You mean the one that rang a bit ago?" Buffy asked confused.

"Yes! The on above the gizmo shop, there's a legend about it, you know!" Buffy's twin shouted happily.

Faith's twin shook her head, "But it's all boarded up, nobody can get in there."

"Check it out anyway, try ringing it three times to see if anything happens." Giles said as the girls nodded. "Oh, that navigation gummi's installed and ready to go. If you find another one, just bring it to me."

"Thanks." Goofy smiled and nodded.

Meanwhile outside the house...

Maleficent smiled evilly. "So, the Keyhole and the bell are connected." She said waving her hand, as a group of Heartless appeared behind her. "Keep an eye on them, they just may lead us to the Keyhole." The Heartless bowed as Maleficent vanished. The Heartless scattered as the door opened, the little creatures watched as the group stepped outside, and headed into the Second District.

The Second District was quiet, and deserted, giving it a spooky feeling. Buffy shivered as she stared into the shadows of the alleyway. We're they being watched? If so, who or what was it? Maleficent? Heartless? Or could it just her nerves? Buffy didn't know, and truthfully, she didn't want to know. She just wanted to hurry and get to the bell, and hopefully find the Keyhole and seal it, before it was too late. She was jarred out of her thoughts when Faith laid a calming hand on the small of her back.

"You're alright, B?"

Buffy nodded, and lightly jumped as Willow used her blade to break the boards blocking the door into the shop. Willow slowly opened the door, and peered into the shop, and saw nothing but darkness -a darkness that made a chill run down her spine. Taking a deep breath she stepped inside the shop, holding her hand up as a small red flame appeared in the palm of her hand.

Willow lead the group through the room and out the back door, where she found a ladder leading to the top of the shop. She closed her hand allowing the flame to disappear, as she began to climb the ladder with the others waiting at the bottom. Slowly raising her head, Willow peeked through the last two ladder steps at the roof, and saw nothing but the rope hanging from the bell tower.

"All clear." Willow called down, as she stepped onto the roof, and waited for the others before approaching the rope. Glancing at everyone and receiving nods, Willow gave the rope three hard tugs and listened to the bell ring three times.

The Second District square lit up with a bright green light as a Keyhole appeared near the water fountain. Tara's eyes widened when she saw a group of Heartless appear, and run toward the keyhole.

"Shit!" Faith and Willow shouted in unison, and took a running leap from the rooftop. Tara and Buffy watched worriedly as their lovers fell through the air, and sighed when they landed and ran forward. Donald and Goofy were half-way down the ladder when Tara and Buffy jumped from the roof to the second story, and then to the ground, hurrying to help. Donald nodded to Goofy and both jumped from the second story to the ground following Tara and Buffy.

Willow blurred and shot forward, knocking a Heartless soldier away from the Keyhole, as Faith's spear appeared in her hand, thrusting forward Faith killed two of the shadows. From the front of the Keyhole, Willow began doublecasting Firaga, and Flare spells as two of the large Heartless appeared in front of the others. Buffy grunted as she hit the wall of the walkway, and rolled to the side avoiding a swipe from a soldier, and stood twisting her body, and bringing her blade around; the Heartless disappeared as the blade severed its head.

Donald cast a Thundaga spell on the large Heartless, as Goofy ran forward with his shield held out in front of him, taking down any, and all shadows, in his path. Faith flipped over three soldiers, turned in mid-air and cast a Waterga spell, followed by a Thundaga spell. Just as she landed the ground shook as a set of armor landed behind her, and in front of Tara and Buffy. Only taking a quick glance at the armor she thought it looked the same as the first set they'd fought, and ran forward as the armor shook from the force of two Thundaga spells.

The armor twisted its upper body in a complete circle, catching Tara and Goofy off guard, and sending them into the wall of the gizmo shop. Buffy and Donald had ducked under the arms, and straightened up as they both cast another magic spell. Donald cast a Blizaga spell, as Buffy cast a Flare spell and jumped up bringing her Keyblade around, and down, leaving a long cut in the armor's chest. It was then that she saw Faith land, as the armor turned revealing another deep cut in its back.

Willow cried out in pain as one of the soldiers got to close and left four deep wounds across her bicep, before it disappeared when Willow's blade cut it in half. Looking at the wound she could see it beginning to turn green, and shook her head as she looked at the other fight.

Tara and Goofy had rejoined and were now helping against the giant armor, she sighed and went back to protecting the Keyhole. As more and more Heartless began appearing, Willow was getting more and more pissed. Growling she narrowed her eyes, and screamed one word that had the others ducking for cover.

"Ultima!"

The entire Second District we dead silent, as the group ducked behind the stairwell and stared at Willow. The wind began howling as it speeded up, Willow's hair was whipping her face leaving red marks where ever it hit. Her hand began glowing a bright white as balls of pure energy appeared in her palms, taking a step forward she growled through gritted teeth.

There was something that just scared the hell out of the Heartless, not to mention the others. Tara looked closely and gasped, she motioned toward her face as the others glanced at Willow. Donald and Goofy's eyes went wide as a plate, while Buffy and Faith's jaws hit the ground.

The color in Willow's eyes were what surprised them. Instead of the usual jade green, they now saw only white. Pure glowing white. The howling wind died down, as a loud whistling began, the Heartless glanced around confused and then tried to run. The energy in Willow's hands had been thrown and was now in the center of the square, growing more and more powerful as a force field appeared around the creatures. The explosion that followed sent everyone to the ground, as debris rained down. Willow fell to her knees breathing heavily.

"Will!" Tara shouted jumping over several chunks of large concrete. "Baby, you okay? Answer me!"

"I'm...fine. Just...just the ringing in my head won't stop." Willow chuckled, and was wrapped in Tara's arms, as she cast an Esuna spell to kill the poison, and a healing spell on the wound.

Faith stopped dead still as her Keyblade rose into the air, and shot out a green beam, sealing the Keyhole from the Heartless -for good.

With the Keyhole sealed, and the Heartless gone the group made their way back to the First District, and into Giles' shop. Willow, who'd been leaning against Tara, stood straight up, and gripped her blade staring at the counter. Buffy looked over Willow's shoulder, and just like Willow, stared. Sitting on the counter, and swinging his legs, sat a small wooden boy.

"Well, well, as I live and breathe! If it isn't Pinocchio!" Jiminy said hopping off Goofy's shoulder and on to the counter.

"Hey, Jiminy." Pinocchio said smiling.

"What in the heck are you doing way down here?"

"Um... Playing hide-and-seek."

"I just don't believe it! And here I was, up all night, just worried sick about you! Why of all the--" Jiminy stopped and jumped. "Pinocchio!" he shouted watching the boy's nose grow longer.

"Pinocchio! Are you telling me the truth?"

"Yes!"

"Then tell me, what is this?" Jiminy asked pointing to the small treasure chest."

"It was a present."

"No fibbing, now! You know you're not supposed to tell lies. A lie only grows and grows, 'til you get caught! Plain as the nose on your face!"

"But if you want something, why wait? Why not just take it?"

"Oh, my!" Jiminy shouted surprised. "Who told you that? You need some advice from your conscience!"

"That's right! You're my conscience, Jiminy! I'll never tell lies as long as you're around." Pinocchio said jumping to the ground, and causing Buffy to jump back, as the boy's nose shrunk back to normal.

"You need to be good so you can become a real boy. You promised Geppetto you would be, right?"

"Oh! Do you know where Father is?"

"He's not with you? Where is he?"

"Jiminy, please, let's go find Father!" The wooden boy said and ran for the door, only to be stopped by the sound of Jiminy's voice.

"Now, hold on! There are all sorts of dangers and temptations out there! I'll go find Geppetto, so you just wait here. These nice people here will be helping me."

"We will?" Willow asked blinking.

Jiminy nodded. "Well, shall we go?" he asked and hopped onto Goofy's shoulder as he and Donald stepped into the beam that would take them to the gummi ship.

"Ya know, ya could've asked first!" Faith shouted shaking her head, and followed the others into the teleporter beam.