(Ancient City; Cliff)

A tall, burly man stood on a rocky ledge overlooking an ancient city bustling with life. The tall figure dug a cigarette out of his pocket and lit it up as he gazed out at the city, basking in its majesty and beauty, although his mind was elsewhere.

Suddenly, a smaller, younger, lanky man with red hair and glasses came up to him from behind with some notes. "Mister Rourke! You gotta see these things!" He said.

The man, identified as Rourke, looked over his shoulder. "Is it more on their technology, Milo?" He asked.

Milo nodded excitedly. "I still can't believe that the people down here have such advanced technology!" He said. "They've been under the sea for thousands of years and they still have technology far more-advanced than we could even HOPE for, yet!"

Rourke chuckled. "Thatch, my boy. That's not what interests me." He explained. "You sure that none of the people know anything?"

Milo scratched his head. "I've talked to everyone and they don't even know what it is we're looking for." He explained. "I mean, I want to believe that the energy source exists down here, but the fact that no one seems to know anything, I'm starting to have my doubts."

"Thatch, what we're looking for is here." Rourke said. "Either they aren't telling us or they really don't know it exists."

"Mister Rourke, they haven't seen people like us in thousands of years!" Milo insisted. "They were so excited and welcoming to us! I don't see why they would hide something like that!"

"Just call it instinct." Rourke said with a smirk. "It's here. We just need to look harder. Look, that princess this kingdom has seems to have taken a liking to you. Why don't you try and ask her?"

Milo's eyes widened. "But…But that would be taking advantage of the trust that she has for me!" He said.

"Thatch, this mission is important. The mission's cost a lot of money and a lot of people are going to be VERY disappointed if we come back empty handed."

Milo fumbled for words for a few moments before finally relenting and walking away, leaving Rourke alone again.

Rourke exhaled a long puff of smoke and gave a dark smirk.

(Cave Mouth)

Hayner wandered through a dark cave, Horace and Clarabelle following him. It took a while for their eyes to adjust to the darkness, but when they did, they were able to wander around normally.

"Man. You sure the Gummi Ship sent us to the right spot?" Hayner asked.

"No doubt about it. We're on the right world." Clarabelle insisted. "We just must have miscalculated."

"Look over there. There's some light." Horace pointed out. "That has to be the exit of the cave."

The trio walked towards the light and found themselves walking onto a grassy Cliffside. The three looked around in amazement at the sight. They saw an ancient city surrounded with a large body of water, an old bridge connecting the city to the cliff they were standing on. Looking around, they saw that the city had a sky, but it looked almost like a rock ceiling.

"What IS this place?" Hayner asked.

"Whatever it is, it violates all forms of physics." Clarabelle said, flipping through her book. "How can a city be underground, but still have a bright sky?"

"Uh…More importantly, how do you explain THAT?" Horace asked, pointing down the cliff.

Hayner and Clarabelle glanced down the cliff and their eyes widened, seeing several Neo-Shadows clambering down towards the city.

"Heartless!" Hayner said.

"They're heading towards the city!" Clarabelle said.

"A city like that is bound to be filled with people!" Horace said. "We need to destroy those Heartless!"

Neither of the others argued with Horace and they all raced down the path of the cliff to meet the Heartless. They ran down the path, not losing any momentum, and even jumped from one level to the next in an attempt to save precious time.

Hayner was the first to reach the shadow beings and lashed out with his Keyblade, easily cutting through a couple of the Neo-Shadows. Horace used his spear, blocking slashes from Neo-Shadows and stabbing them through with one blow. Some of the Heartless tried to flee, but Clarabelle was quick to pick them off with some Lightning magic, destroying them before they got too close to the city.

Hayner blinked. "I'm sorta curious as to why we raced down the cliff to begin with when Clarabelle could have easily destroyed them all from up there." He pointed out.

"Don't even think about it." Clarabelle said. "I don't work well under stress."

"I can vouch for that." Horace shrugged.

"Well, I guess the main thing is that we got the Heartless before they reached the city." Hayner said. "You guys want to check it out?"

"We probably should. Heartless may be infesting the city for all we know." Clarabelle nodded.

Keeping their weapons drawn, the trio ran into the city in an attempt to search for Heartless. They stopped a few feet after stepping through the entrance gates when they saw that it was a lively city with people (dressed in ancient tribal garb) walking around to do their daily routines.

"Look at this place." Hayner said. "These people look like they're living in the past."

"For all we know, they could be." Horace pointed out. "Time in some of the worlds move differently."

"So…This whole world could be taking place in a time period that's already gone by in other worlds?"

"Pretty much covers it."

"Hey! Who're you?"

The trio turned in the direction of the new voice and saw a scrawny man with glasses coming over, with a white-haired woman dressed like the people of the city following him.

"You weren't with us on the ship." The man said suspiciously. "Who are you and how did you get here?"

"Uh…Would you believe us if we said we didn't know where 'here' is?" Hayner asked.

The man's eyes widened. "Huh? You somehow got here and you don't even know where you are?" He asked. "That's…That's scientifically impossible!"

"Milo, perhaps they've lost their memory." The woman said, stepping forward and clearing her throat. "You are in the city of Atlantis."

Hayner's eyes bugged out. "Atlantis?" He asked. "But…I heard that place sunk under the ocean centuries ago!"

The woman chuckled. "Where do you think you are, now?" She quizzed.

Horace looked around confusedly. "We're…Underwater?" He asked. "But…How?"

"I wondered that same thing when I first got here." Milo laughed. "So…Now then, who are you guys?"

"Um…Hayner."

"Horace Horsecollar."

"Clarabelle Cow."

"Pleased to meet you. Milo Thatch." Milo nodded. "This is Kida. She's the princess of Atlantis."

Hearing the word princess, Horace glanced at Clarabelle. Somehow knowing what he was wondering, Clarabelle flipped through the pages of her book, looked at Horace and shook her head.

"It's not often we see people from the surface." Kida said. "In fact, Milo's group was the first we had ever seen."

"Group?" Horace asked. "There are more people here?"

"A small group, but a group nonetheless." Kida assured.

"So what brings you guys here?" Milo asked. "You hear about this energy source as well?"

"Uh…What?" Hayner asked before regaining his composure. "No. We're actually on a hunt."

"Has anyone here seen any black creatures with glowing eyes?" Horace asked. "They're Heartless, a race of creatures that preys on people's hearts."

Milo did a double-take. "Wait. What?"

"It's a long story that you're probably better off not hearing." Horace assured. "Let me just say that these things are dangerous and should be killed as soon as you see any."

Kida blinked. "These…Heartless…Do they resemble a form of large insect?" She asked.

"Most common forms of Heartless resemble insects, yes." Clarabelle nodded. "But they can take a form of almost anything if their skillset required it."

"Like…Dragons?"

The cow shrugged. "It's possible. We haven't seen many dragon Heartless, but they can take any form that suits their needs." She said. "Why do you ask?"

"Because there are some right behind you." Kida pointed out simply.

The trio quickly spun around, drawing their weapons again. They indeed saw a group of several Heartless rapidly rushing them, consisting of some common Shadows, a few Soldiers and a new type of Heartless that looked like a small dragon.

A Shadow leapt at Hayner, but her quickly and easily cut it down. "You two get out of here and find somewhere to hide!" He directed.

"When you finish here, meet us at the palace." Kida instructed. "We'll continue where we left off."

With that, Milo and Kida rushed off, leaving the trio to face the new threat alone. One of the new Dragon Heartless rushed Horace, attempting a bite. Horace quickly held up his spear and caught the Dragon with it.

"Let go of my spear, you toothy freak!" Horace shouted as he spun his spear, throwing the Dragon into the air and giving Horace the chance the stab it in midair.

Hayner swung his Keyblade rapidly, destroying a few of the Shadows and damaging a Dragon. Suddenly seeing a Soldier jumping him from the corner of his eye, Hayner spun in place and slashed, striking the Soldier in the face and destroying it instantly. The Dragon he had previously damaged tried to attack Hayner again, but Hayner held out his Keyblade and caused the Dragon to bite down on it.

Hayner smirked. "Eat this." He said as he activated his Fire Spell and shot a ball of ember straight into the Dragon's mouth, causing it to burst instantly.

Horace swung his spear and slashed a few of the Soldiers at once. A Shadow tried to attack him from the side while he was distracted. He didn't have the time to stab the Shadow, so Horace simply kicked it away, sending it towards Clarabelle.

Clarabelle smashed her book across a Soldier's face before casting a Magnet Spell. Several Heartless were pulled into the middle of an orb that had appeared out of nowhere, allowing Clarabelle to strike and destroy a few before they could break free of the gravity pull. By the time the Heartless were able to pull away from the spell, it was just a Dragon and a couple of Shadows remaining. Clarabelle wasted no time in destroying the Shadows with the book before turning her attention to the Dragon.

Hayner slashed at another Dragon, wiping out its health and destroying it. He quickly looked around to see how many more of the Heartless were left and saw only a few remaining. All of the small Heartless had been wiped out, and the only ones remaining were the one Dragon Clarabelle was fighting and the two that Horace was trying to take care of.

Feeling that Horace needed help more, Hayner rushed over and slashed the back of one of the Dragons.

"You already destroy the others?" Horace asked.

"Yeah. It's just these two and the one Clarabelle is fighting that are left." Hayner nodded.

"Okay. Let's take care of them so we can go catch up with the others."

Hayner nodded and leapt at one of the Dragons, avoiding an attempted bite. Hayner quickly brought his Kayblade down on the Dragon's head, causing it to roar in pain. Hayner proceeded to finish the Dragon off by slashing it hard in the torso, killing it. At the same time, Horace had managed to stab the other Dragon all the way through, destroying it instantly. Their job done, the two looked at each other.

"Is that all of them?" Horace asked.

"If Clarabelle managed to finish off the third one." Hayner shrugged.

The two saw that Clarabelle had indeed finished fighting the third Dragon, using a Thunder Spell to finish it off. All of the Heartless in the area had now been destroyed.

"Well, that's that." Horace nodded. "We should probably go see if we can meet up with Milo and Kida."

"That reminds me. What were you looking up in your book earlier, Clarabelle?" Hayner asked.

"Kida said that she was a princess. I went through the book to see if she was a Princess of Heart, but the book holds no record of her." Clarabelle shrugged.

"Well, it IS Atlantis." Hayner shrugged. "NO ONE knew this place still existed."

"Apparently, someone found it first." Horace said as the trio walked through the city. "Kida said that Milo was an outsider and came with a group."

"An expedition to find Atlantis, I'm guessing." Hayner shrugged.

The trio, after getting some directions from the locales, made it to a large building that looked like an ancient palace. Going inside, they saw Milo and Kida talking with a small group of people, obviously Milo's group.

Milo turned and saw them come in. "Oh! There you guys are!" He said.

"Yeah. We got a little lost." Hayner rubbed his head.

"Well, this is my expedition group. We came searching out Atlantis and we ended up finding it." Milo said, directing attention towards a tall, bald man with dark skin. "That's Dr. Sweet, our medical expert." He said.

"Heh. From what Milo told us, you've got a lotta spunk, kid." The doctor said with a smirk.

A young girl stepped forward, eyeing Hayner. "Hmm…Not bad." She said.

"Uh…What?" Hayner asked nervously.

"Oh, nothing." The girl shrugged. "I'm Audrey, head of mechanics."

"Aren't you a little young for that?" Horace asked. He was ignored.

A tall, middle-aged man with a mustache, towering over Hayner, crouched low to get a better look at him. "This kid fought off those weird monsters?" He asked.

"That's him, Vinnie." Mio nodded. "We didn't see them in action, but if they could make it this far fighting the monsters, I'd trust them."

The tall man shrugged. "Yeah. You gotta point." He admitted. "The name's Vinnie. I'm the demolition man."

A short, stout and comical-looking man eagerly stepped forward and shook Horace's hand. "Wow! We finally have a way to get through the monsters!" He said. "I am SO excited!"

"Uh…That's Mole, our digging expert." Dr. Sweet said as he pried the short man off of Horace. "Sorry about that. We've been stuck here for a while doing nothing…And you may wanna wash that hand…In bleach."

A tall, proud man stepped forward, standing taller than the others. "Call me Rourke. I'm the leader of the expedition here." He said. "Tell me…You wouldn't happen to be here looking for something, would you?"

"Um…Nope. We're just here to check out the Heartless invasion." Hayner shrugged. "But…You guys didn't happen to see some dark portals around here, did you?"

"We can't really help you there. We haven't been here long." Vinnie shrugged. "Why? You looking for someone?"

"A couple of my friends were kidnapped through a dark portal and they could have ended up anywhere." Hayner sighed.

"Wait…" All eyes had turned to Kida. "There have been dark activities in the sacred part of the city. Those things you call 'Heartless' may be spawning there."

"Then we need to get there and take care of the problem!" Hayner said. "There may be some clues there!"

"I'll go with you." Kida said and she went over to a corner and picked up a mystical spear. "I'll take you to the sacred area where our ancestors rest. That's where the dark activities are." Rourke seemed a little more-interested at Kida's comment. He paused in thought as Kida continued. "If you can take care of the monsters there, we'll be able to carry one with our lives."

"If we can clear out the Heartless, we'll be good. That's what we're here for, anyway." Hayner nodded.

"Plus, it's good to have a new world to include in the log." Clarabelle said as she wrote a few notes down on her book.

"You'd better lead the way, Kida." Hayner said. "You know the way."

Kida nodded and led the trio out of the palace. Milo quickly went after them. "Hold up! I'll go with you!" He called out.

Once they were all gone, Rourke turned to look at the other members of his crew. "This is perfect. They could clear out those monsters and then that'll give us the chance to take the treasure here." He explained.

Dr. Sweet paused. "Wait, what? Are you still up on that?" He asked.

"We've come this far! Have you forgotten why we came here in the first place?"

"There are PEOPLE here, Rourke." Sweet folded his arms. "Taking whatever they have will leave them with nothing."

"That's not the point! We're inches away from the biggest paycheck in history and you choose NOW to grow a conscience?"

"We did a lot of things we weren't proud of, Rourke." Vinnie stepped in. "Robbing graves…Plundering tombs…Uh…Double-parking…But it never affected anyone."

"We found Atlantis, Rourke. Who in the right mind could actually say that they found Atlantis?" Audrey added. "That will be enough to put our names in the history books."

"So you're trusting Thatch over me." Rourke narrowed his eyes.

"If it weren't for the kid, we never woulda found this place at all." Vinnie shook his head. "We've all grown attached to him."

"The people here trust Milo, Rourke." Sweet said. "After everything he's done for us, I'm not about to turn my back on him and take the energy source of his life's work."

Vinnie and Audrey nodded. Mole remained silent, but folded his arms and gave Rourke a cold stare, something he certainly didn't show a lot of.

Rourke snarled. "Fine. You want to help the weasel, then be my guest." He said. "I'll find the treasure take it and get out of here myself, and the rest of you can rot down here with Thatch."

With that, Rourke stormed out, leaving his crew behind.

Vinnie quickly looked at the others. "We gotta go and warn the others about this." He said.

Mole nodded. "I'll sniff zhem out!" He said. "Zhe princess has the odour of Atlantis all over her, so I shall find zhem quick!"

Audrey looked to the side. "I sure hope we can help that Hayner kid." She said.

"Looks like someone got a little crush." Sweet teased. Audrey blushed and looked away.

"Come on, people! We gotta move!" Vinnie urged.

(Atlantis Borders)

Rourke stormed out of Atlantis on his own, gazing out in the direction Milo and Kida had taken the others. If he hurried, he'd be able to catch up to them and take care of them after they destroyed those Heartless.

"Those fools. After all that we planned, they decide to go back on what we were going to do." Rourke said. "If I can get to Thatch before they can, I may still have a chance."

As much as Rourke didn't want to admit it, this would be hard. Just getting to the sacred area of Atlantis was a group effort. Getting there on his own would not only take a lot out of him, but give the others a huge chance to get there first since they were in a group.

"I need some leverage." Rourke said. "I need a way to outsmart everyone and get there first."

"Seems that you're a little down on your luck." A raspy voice said with a chuckle.

Rourke spun around and drew his pistol, pointing in at the owner of the voice.

The figure chuckled again. "Such a primitive weapon. Never seen a working one that actually USES gunpowder." He noted.

"Who are you?" Rourke asked as he kept his gun trained on the figure. "You aren't part of my crew and you certainly don't look like a citizen of Atlantis."

"That's not important." The figure shook his head. "What IS important is that I can give you help."

Rourke was silent for a few seconds before lowering his weapon slightly. "What do you mean?"

"I understand that you're looking for treasure here."

"How…How did you know that?" Rourke asked.

"I'm familiar with Atlantis and I figure that's why you're here." The figure said. "Now…I take it that your crew abandoned the idea?"

"There are people down here and they don't feel right taking something so powerful and valuable from a living community." Rourke said. "They've grown soft thanks to that boy that brought us here."

"Like I said, I have a solution."

"What do you mean?"

"I can give you some extra power and a small army of troops and you'll be able to get to your treasure." The figure replied. "You'll be able to get it and get out all by yourself and without having to rely on anyone else."

"There has to be a catch." Rourke said, eyes narrowed. "What do you want in return?"

"Nothing escapes you, does it?" The figured chuckled, his rasp evident. "There is indeed something I want, but it'll be easy for you to get."

Rourke went through a few thoughts in his mind before nodding. "Okay. I'm listening."

The figure smirked. "Perfect."