Axel's appearance in Hollow Bastion increased the wariness of its inhabitants tenfold. Very little was known about Organization XIII, beyond what the King and Sora could explain, and the fact that one of its members had arrived in their world was cause for concern. Leon, who was by unspoken consent the default leader of the fledgling town, took Aeris' meeting with Axel as a sign and thus increased the already considerable security measures of Hollow Bastion. Cid set to work the same day Aeris encountered the Organization member on creating a new and better program for the central defence computer. It was agreed among them all that patrols would be done more frequently, and should another intruder be found that he or she be immediately detained. The real and more serious issue concerning Axel's visit was his purpose—the fact that he was seeking Sora did not bode well. But Sora did not return the next day for them to ask the reason why, nor the day after that. And on the third day since Aeris encountered Axel, Sora and the fact that the Organization was seeking him suddenly didn't matter, because the occupants of Hollow Bastion were faced with a new and much more serious problem.

They stood assembled in the Bailey—Leon, Yuffie, Tifa and Cid at the very same lookout window Aeris had perched upon three days earlier. Cloud stood apart, arms folded across his chest and head bowed, leaning against the wall near the entry to the Borough. Aeris took up position near the arch that led to the restoration site, having already seen what it was the others were looking out upon. For long moments there was only silence among them, until Yuffie said in a quiet, subdued voice, "There are so many of them."

The gravity of her tone was felt by the rest, for from the Bailey the mass incursion of Heartless could be seen pouring forth from the dark depths beyond the Great Maw. There were thousands of Heartless and from where the companions stood the creatures were simply one huge, writhing black mass that slowly and steadily approached the castle and the town located beneath. There had been no warning, an ironic fact when taken into consideration how hard they had worked at defensive systems. This was no simple force sent to pester and try and undo all the hard work they had done in reclaiming their old home—this was an invasion force, mustered by Maleficent, come to take the castle again for the dark witch.

"Enough for all of us," Cloud said with dark humor in response to Yuffie's observation, not bothering to lift his head.

"More than enough." Cid muttered, the smoldering cigarette in his mouth bobbing precariously with the movement. He looked to Leon, who stood motionless beside him. "Any ideas?"

"We fight," Leon said simply. "Go down and meet them, cut them off before they reach the restoration site."

"Six against six thousand?" Tifa asked.

"One thousand for each of us sounds fair, doesn't it?" With a mirthless smile Leon turned to face them all. "This is our home. And if this is to be our last stand, let's make it a good one. Let's remind Maleficent who was here first."

He unsheathed his gunblade from where it rode low on his hips and strode past Aeris, and after a moment she turned and followed him, the only sign of her nervousness the white knuckle grip she had on her staff. The others followed, readying their weapons as they did so, for they went forth to meet an army. It wouldn't be the first time any of them had faced overwhelming odds …

"We can do this." Yuffie said firmly only minutes later, standing at Aeris' side at the top of the ravine trail. The others had gone ahead either in pairs or alone to deal with what was coming. The ground around the two women trembled, heralding the approach of the enemy, and the rhythmic clank of armor was growing steadily in volume. And as the first of the Heartless ranks came forth around the bend in the trail Aeris and Yuffie exchanged grim smiles before adopting the appropriate stances. Yuffie leapt ahead as the first of them drew near and quickly became surrounded, a menace that darted swiftly to and fro, light glinting off the rise and fall of her shuriken. Those that escaped her fury came for Aeris, and she met them with a studied calm she had only adopted once before in her life. The materia embedded in her staff gave it more power, but she also had other abilities to call upon. And so she, like Yuffie, lost herself in the tide, in the struggle, never thinking beyond the creature that faced her next. Twice she faltered, overwhelmed by how very many of them there were, and the second time it almost cost her; pinned beneath the heavily armoured form of one Heartless, she watched, horrified, as the sword-like arms of another came hurtling down towards her. But suddenly the attacker was gone, sent stumbling away by Yuffie's flying kick, and with a sudden burst of anger Aeris thrust the butt of her staff directly through the empty visor of the Heartless restraining her. It vanished in mist-like plumes of black, but there was another right behind it, and another after that. Getting quickly to her feet, Aeris braced herself, and it all began again.

She returned the favour to Yuffie some time later, coming upon the ninja girl as she fell heavily to her knees, bleeding and exhausted. Taking advantage of the momentary lull in the enemy swarm Aeris used one of the materia in her staff to heal the other, and Yuffie flashed her a grateful grin. "Thanks!"

Aeris nodded, and for a moment they both were silent, watching as further below them, nearing the crystal fissure, their comrades battled the horde. "Some of them made it past us," Aeris said then.

Yuffie grimaced and wiped at the sweat on her brow. "I know. One of us should go back, try and keep them out of the town."

"I will." Yuffie glanced up at her, surprised, and then nodded. As Aeris turned and prepared to climb back up into the Bailey, the ninja girl caught her arm.

"Be careful," she said. "And good luck."

"You too." A sudden clamour rose up below them; more Heartless appeared, pouring up the trail towards them. Yuffie gave her a little nod and a smile as though to say that she could handle them without problem and then launched herself downhill, shuriken swirling, with an impressive battle cry. Aeris didn't stop to watch, instead breaking into a run that carried her back up to the Bailey. If she could lure those Heartless that had slipped past into the Bailey, she realized abruptly, she could force them into a bottleneck …

Heartless reared up before her as she raced through the restoration site, but she dodged around them, intent on making them follow her. Dangerous though they were, they lacked the speed and mobility to keep up with her and so by the time she gained the Bailey she had a suitable lead. So intent was she on her plan that she fell back with a cry as somebody burst forth into the Bailey from the Borough. It was Sora, Keyblade held firmly with both hands; he skidded to a halt as well, startled, before exclaiming, "You're okay!"

"We all are," she said breathlessly, gesturing behind her in the direction of the ravine trail.

Sora looked past her and nodded. "Sorry I'm late." He started past her but then paused, glancing back and hesitating as though unsure whether or not to proceed.

"I'll be alright," she told him, leaning meaningfully on her staff. "I can handle things up here; you go on ahead."

"You're sure?" He asked, and when she nodded he gave her a quick smile before turning and running headlong through the arch into the restoration site. Soon after came the sounds of combat—Sora's triumphant yell and the clash of weapon against weapon. Maybe, she mused, she wouldn't have to hold the Bailey against much—

That thought died a sudden death as she turned to see a redheaded man garbed in black run through the door leading to the Borough. She knew instinctively he had been chasing after Sora, and unthinking she stepped to the side, obstructing his path to the archway and what lay beyond. His eyebrows shot up as he caught sight of her and halted and descended again in recognition. "You must really like this place," he remarked as though they were merely passers-by on a street, fluttering a gloved hand around to indicate the Bailey itself.

Aeris said nothing, bringing her staff around in front of her in a two handed grasp. Axel watched her without expression, but she knew he understood her intentions. He said after a moment, "I'm guessing the brat just ran through here?"

"Leave him alone." She said, her voice low. She was gripping the staff so hard her fingers hurt; fighting mindless Heartless was one thing, but taking on a Nobody—and a member of the Organization, for that matter—was quite another.

"No can do, I'm afraid." He said, sounding not in the least bit apologetic about that fact. Eyeing her staff, he continued, "Now, are you going to step aside, or do we do this the hard way?"

"What do you think?"

He sighed. "The hard way."

He came at her with the same swiftness that had astounded her before, becoming only a moving blur as he rushed forth. Aeris, expecting this, whirled aside as quickly as she could, feeling the brush of his fingers as he swept past. The materia adorning her bracelet flared as he spun around, and he was abruptly thrust back as a wave of scorching red flame flowed over and around him. He made a startled sound, and for a moment Aeris thought she'd gained the upper hand. Abruptly the flames died, however, and the look Axel gave her as he straightened was almost admiring.

"Not bad," he said, lifting one hand in a gesture of acknowledgement; she noted that his glove was giving off small and insubstantial wisps of smoke, which meant he was somewhat vulnerable to her magic. He noticed this as well and held up his hand before his eyes, turning it from side to side. "It's been a long time since I've felt something like that."

"I can show you more," she said, nervous tension making her uncharacteristically belligerent.

His eyes moved to her, and she saw dancing in their depths genuine amusement. "I'm sure you could, but I don't have time right now. Maybe later?" He took a half-step backwards, and it was only then Aeris realized that they had through their attacks switched position—he now stood before the unguarded archway leading to the restoration site. Even as he turned she was moving, pointing the staff towards the arch while using another materia, this one embedded in the top of her weapon. In the instant before Axel crossed the threshold a great bolt of electricity struck, shattering stone and causing the arch to crumble and emitting a blinding light in the process. Frantically blinking aware the glare, Aeris saw through eyes that watered that she had destroyed the arch completely as well as some of the wall around it, and that the path to the restoration site was now effectively blocked by a large mound of rubble. Axel, who had leapt back and thrown one arm over his eyes to prevent being blinded, lowered it slowly, and when he turned back around to face her there was only ire in his gaze.

"There's a fine line between being protective and being stupid, you know."

"I won't let you hurt Sora." The look on his face made her take an instinctive step back, but a second later she straightened and thrust her chin out defiantly. Leon had said to make the last stand a good one, after all …

Axel made an exasperated noise, hands clenching into fists at his sides. He glared at obstructing pile of stone before switching his glare to her. "Are all of Sora's friends like this?"

"They would have done the same."

"Then he's lucky. But I'm sorry—I have to go after him." And then he was directly before her, having moved with that fluidic ease that made him inhumanly fast. His hands closed around the length of her staff and after only a short tussle he wrested it from her with a triumphant sound. Holding it up and away from her grasp he kept her at bay with his other hand on her shoulder. He said with a mocking smile, "Now, let's see how irritating you are without your stick."

"You—" she hissed, furious, and stomped down hard on his shin. He reeled back with an angry growl and she leapt for her staff. He swept it out of her reach and behind him, and they regarded each other with open hostility in the silence that followed.

"That," he told her finally, anger evident in his tone, "hurt." And he opened his mouth to say more but the words never came, his eyes suddenly on something behind her. She whirled around, hoping that perhaps reinforcements had come, but instead found herself facing another man stepping out of a cocoon of inky darkness. He wore clothing identical to that of Axel; unusual blue hair that fell over both his shoulders, and amber eyes that were remarkable in their coldness flicked from Axel to Aeris and then back again.

"Axel." The newcomer said, and there was heavy enmity in the deep, cultured rasp of his voice.

"Uh oh." Axel muttered. Reaching out, he caught Aeris by the arm and tugged her backwards so that she stumbled bodily into him. She opened her mouth to cry out but then the world became nothing but writhing, twisting black shot through with dark purples and blues. And between one heartbeat and the next she was free of the clinging murk, head spinning and only Axel's hand on her arm keeping her upright.

"What—?" She tried to ask, but the rest of the words escaped her as a wave of dizziness assailed her. She closed her eyes tightly, breathed deep, and opened them when she felt some semblance of normal again. Axel was paying her no mind, his attention fixed on something below the cliff they stood on, and so she extricated herself from his hold without incident. Freed, she looked around and realized exactly where they were—on the cliffs surrounding the Great Maw. And below them in the cradle of the Maw, recognizable even from this distance, were Sora, his two ever present companions, and the blue haired man she had faced only moments before.

She knelt at the edge, leaning so that she could gain a better view. "Who is he?" She asked, her intrigue so great that at the moment it didn't matter what Axel had just done.

"Saïx. He's the Organization's second."

"Why is he here?"

Axel laughed shortly, a sound without mirth. "He came to find me. Finding Sora was just a bonus."

"Why would he be looking for you …?" She wondered, and then caught her breath in insight.

He looked down at her, an unhappy smile twisting his lips. "I'm not exactly what you'd call a fine and upstanding member. Saïx thinks I'm a renegade."

"Are you?"

He didn't answer the question, instead gesturing to the Maw. "Look."

She did, and saw that someone else had arrived on the scene below. Even from here Aeris recognized Maleficent, and bit down hard on a noise of dismay. Sora now faced an Organization member and a very powerful witch … she watched as words that she could not hear were exchanged, watched as Heartless encircled them all only to be obliterated by Nobodies, watched as Maleficent suddenly insinuated herself between Sora's group and the man called Saïx. And when Nobodies suddenly attacked the witch, as the witch fell beneath them, Aeris watched with bated breath as many more Heartless surrounded her friends. But suddenly a great void gaped at their feet, and between one blink and the next they were gone. Saïx disappeared in the shroud of blackness as the Heartless, devoid of prey, turned to him, and Maleficent's fallen form vanished as well in a burst of emerald flame.

"So that's how it played out." Axel murmured, and bewildered, Aeris glanced up at him.

"What just happened?" She asked.

"Many things." He turned to her as she got back to her feet, and rather than handing her back her staff he leaned on it whilst eyeing her thoughtfully. "I probably should have left you back there."

"Then why did you bring me?"

"Because Saïx is not a nice person. Worse than me, even. You should thank me."

Her eyes narrowed at his suggestion, and she held out one hand. "My staff?"

He made no move to return it. "If I give it back, are you going to annoy me with it?"

"You—" she began heatedly, but he cut her off.

"The name's Axel. Got it memorized?" He tapped the side of his head with one finger for emphasis. Ignoring the venomous glare she shot at him, he said, "Hey—I don't know your name. And being that I did rescue you and all …"

"Aeris." She said shortly, and held out her hand again.

"Aeris." He repeated, and let her take her weapon from him. "Well, Aeris, you're welcome for my saving you. It was my pleasure. Despite the fact that you tried to burn me and electrocute me."

His sudden, seemingly light-hearted manner was disconcerting. Frowning, she said, "If you'd just leave Sora alone—"

"Can't." he said. "How many times do I have to tell you that? And now he's gone, and I don't know where to. I hope you're happy."

She stared at him with a mixture of disbelief and indignation. He was blaming Sora's disappearance on her? Before she could open her mouth to spew out all manners of insults, he spoke again. "But I've got to be going. As much fun as this wasn't …" He stepped back from her and she watched as again, a pool of black spread out from underneath his feet and began to make its way up his body in tendrils and coils. Before he was completely covered in the murk he said with a grin, "Enjoy the climb down."

And then he was gone. With an irritated, resigned sigh she looked over her shoulder at the Maw below and the rocky, inhospitable cliff that led down to it. Gritting her teeth and trying to ignore the fact that she wasn't fond of heights, she walked to the edge and began to carefully lower herself down it, wondering how on earth she was going to make it to the bottom while keeping a grip on her staff.

Enjoy the climb, indeed.