Reposted as its own fic. Enjoy!

This fic was something to pass the time on a long car trip. It assumes several things:

1.) Sora didn't fight the phantom in the first game.

2.) Sora can get back to Neverland in the second game

This is the tenth doctor, in case anyone cares. I love Doctor Who, do you?

The Doctor mused on his latest companion in the middle of explaining to the boy his few rules. The boy was quick to agree to them, far too quick for his peace of mind, but he'd deal with whatever mess the boy got himself into when the time came. At well over nine hundred years old, the Doctor knew that everything would happen if given enough time. The Doctor himself was living proof of that theorem, commonly called Murphy's Law.

The Doctor ran a hand through his already messy brown hair and glared brown eyes at the unrepentant teen grinning at him. "You understand, Sora? I can stop this trip in an instant if you even try something funny!"

A handsome face grinned at him, blue eyes swimming with mirth seeming to dare him to kill his humor. "Yes, Doctor. You can count on me!" He gave a mock-American salute, barely brushing the top of brown spikes that fell slowly over his face. Whereas the Doctor was dressed in his usual suit and sneakers, Sora was outfitted in an almost ridiculous black ensemble made of more straps and belts than the Doctor had ever seen on one person before. He even had straps on his oversized shoes, a fact that the elder of the two found oddly amusing. Interesting style of dress that the Destiny Islands had.

Normally the Doctor wouldn't bring anyone under the age of 18 with him, and Sora was most decidedly under at fifteen, but there was something about this teen that had the Doctor's interest piqued, and he'd responded positively to Sora's request for help. And maybe it was that he'd never even heard of the Destiny Islands before.

The Doctor shot Sora a look before turning back to the TARDIS's console, punching some buttons and steering them towards the place that Sora had requested they go. What a teen like him from another world would need with London in the 20th century was up for debate, but he'd said he'd take Sora, and here they were.

"We're here!" the Doctor announced, gesturing towards the seemingly wooden doors that led from the TARDIS's interior to their current destination. Sora shot him a look that said he clearly didn't believe it, but he moved towards the doors obediently. The Doctor was mere steps behind, taking in the teen's reaction. Hopefully they could get out quickly enough, he was starting to get a bad feeling about this.

"This is it alright," Sora agreed, turning around and gazing out at the buildings. "I didn't feel your ship move, though! How did we do it, we just teleported or something? My ship always takes at least ten minutes, even with the warp gummi installed!"

"Your ship?" The Doctor looked around them as well, the skin on the back of his neck beginning to crawl. Something here wasn't right, and he was on the verge of ordering Sora back into the ship if it weren't for the fact that the teen seemed aware of the impending danger as well.

"Yeah, my Gummi Ship. I flew it to the different worlds I visited. This is one of them, at least it seems like it, but somehow something doesn't seem right." He frowned. "Let's get to Big Ben, see if my friends're there."

"Lead the way!" the Doctor declared, sweeping a hand ahead of him to let the teen get through. They traveled mostly in silence, the foreboding feeling increasing in magnitude until the Time Lord couldn't summon his normally cheery attitude to break the tension. They passed no one in the streets, and Sora, the Doctor was interested to note, stayed out of the shadows as much as possible.

It seemed an age before Big Ben loomed ahead of them, and both of them breathed a sigh of relief. Sora squinted at the clock tower, searching for something, before he started running for the base of the tower, the Doctor just a second behind him.

"What are you doing?" the Doctor demanded, catching Sora by the arm and spinning the teen around to face him. Sora glared back at him defiantly, pulling his arm free.

"There's something here at the tower, it's taken all of the people around here! You've noticed that everyone's gone, haven't you? I've never been down on the streets before but even at the Tower I saw people everywhere, lights moving back and forth, but now it's all empty! I have to find out why, I've sealed this world so this shouldn't be happening!" He crossed his arms and continued to look at the Doctor, a challenge written on his face. "You can stay behind if you'd like, but I have to keep going. If I can still fly I'll carry you to the top."

"What do you mean, you've sealed this world?" the Doctor wanted to know. He'd been to Earth countless numbers of times and he certainly had noticed a shift in its attitude after this period, but had never known or bothered to find out why.

"From the Heartless!" Sora turned away from him and concentrated, just as the Doctor was going to ask about the flying. His unspoken question was answered when Sora leapt into the air and stayed there, hovering a few feet from the ground. "Good, I can still fly here. I can carry you, unless you want to walk."

The Doctor could only stare. "I'm beginning to doubt that you're human."

"I've been thinking of the deeper mysteries of the universe, like what's waiting for us at the top of Big Ben," Sora replied wryly. "Coming?"

The Doctor took the teen's offered hand and felt himself taken hold of by the same force keeping the other afloat. Satisfied that they were secure, Sora shot upwards, speeding for the top of the tower at a speed that threatened to leave one of the Doctor's hearts permanently lodged in his throat. His long coat was caught by the wind, threatening to tear his grip loose, but he latched on with the other hand and held on determinedly.

They were most of the way up the tower when they saw what it was that had their nerves on edge. A large black shape swooped down at them, raking the air where Sora would have been with sharpened claws. The teen had seen the attack coming, pulling a midair roll with the Doctor swinging with him, before they shot towards the clock face, the shadow creature hot on their trail. Sora dodged aside at the last minute, zooming next to the large face and heading up and around the corner. The shadow was too bulky to turn just as sharply and smashed into the face of the clock with a resounding crash.

They landed on top of the face, Sora releasing the Doctor and peering downwards, waiting for the shadow to sneak up on them again. "That Heartless must have taken everyone," he mused, swinging his giant key weapon idly even as he paced back and forth, alert for attack. "Doctor, would you listen if I told you to stay here?" he asked hopefully.

"Not at all," was the reply. "Where'd you get the giant key from?" The Doctor peered at it, not really registering when it had shown up, and more curious as to where it had come from. "Are your pockets bigger on the inside too?"

"Nah," Sora said dismissively, pacing still. He tensed as a large shadow passed over them, crouching into a ready stance. "The Keyblade just hides away when I don't need it, I don't really understand why. It comes in handy, don't you think?"

"Yeah, it'd be hard to disarm you," the Doctor mused. He didn't like the thought of leaving Sora to his own devices, but all he had on him was his sonic screwdriver and no real way to fly.

"Indeed," a third voiced chimed in. Both of them turned to see a blond man in a long black jacket eyeing them, a deck of cards passing easily between his two hands. "A pity such a powerful weapon rests in the hands of a young boy, don't you think, Doctor?"

"What do you want?" Sora demanded before the Doctor could answer. "What did you do with the people of this world? Bring them back!"

"Now where would be the fun in that?" the man retorted, amusement evident in his voice. "This game isn't for you, however. Doctor!"

"What do you want?" the Doctor asked warily, mindful of Sora's ready stance behind him.

"Just a game, Doctor. Win, and you'll get everyone back safe and sound. Lose, and your heart is forfeit to us." The man smirked, flashing his deck of cards at the Doctor. "Are you up for the challenge?"

The Doctor debated his options, eyeing the large shadow circling the clock tower, Sora's set expression, and the man's irritating smirk. "Tell me the game first, and I'll consider your proposal." Not that he had a choice, but…

"Tsk, tsk. That's not how it works, Doctor. Yes or no?"

"Stop playing around, Luxord!" Sora snapped in the angriest voice the Doctor had heard him use to date. "What does the Organization want with the Doctor? He has nothing to do with this!"

"Once he started traveling with you, Sora, he became just as involved as you, and that's all the information you get for free. Enough dawdling, or else I might get bored and set my Phantom on you. Your answer, Doctor."

"I'll accept your terms," was the Doctor's resigned reply. Sora opened his mouth to protest, then shut it again, seeing that there was no other choice.

"Very good, then. The game is this. Figure out how to defeat my Phantom, and you'll get everyone back. Fail, and your hearts are mine. Good luck!" Luxord winked and faded into a portal of darkness that appeared from nowhere.

Sora groaned, eyeing the Phantom that had paused in front of the northmost clock face. "That thing's huge," he moaned. "How're we supposed to defeat it?"

"It would help if I knew more about it!" the Doctor declared, pinning Sora with a stern glare. "You obviously forgot to mention something when I picked you up. What's this Phantom, what's the Keyblade, and who are you, really?"

Sora had the grace to look sheepish. "Sorry, really, I didn't you expect you to get dragged into this with me. I just needed a ride, honest, Donald and Goofy were supposed to meet me here if we got separated, but I guess they ended up with the rest of this world's population." He glanced at the Phantom, who had gone from floating motionless to flying back and forth agitatedly. "I don't think we have time for all of your questions, but the Phantom's a Heartless, a creature of darkness that used to be human before they lost their heart. Now it wants our hearts. The Keyblade should be able to defeat it, but the way Luxord was talking, there must be a trick to it, which I'm going to need to count on you to figure out." He rubbed his head dubiously, eyeing the Phantom.

"I'll do my best, but I've never heard of a Heartless before," the Doctor said grimly. "Some game this is."

The Phantom, evidently tired of waiting, charged at them, reaching a hand for the Doctor, but Sora met it head-on, slashing at it with his Keyblade. The Keyblade passed through it, doing no damage but stalling it long enough for the Doctor to retreat several feet along the ledge. He didn't have much room, just a few steps wide and running around the whole of Big Ben, with nothing for him to take cover behind save a few scattered pillars. Sora had leapt into the air, however, and was doing a remarkable job of distracting the Heartless, leaving the Doctor to observe the battle and puzzle over how, exactly, to defeat an enemy he'd never heard of before.

He crept as close to the edge as he could, watching Sora do battle with the Phantom, and noticed one thing immediately: Sora wasn't doing any damage at all. All his strikes were going through the black cloth the Phantom seemed to be made of, with no weak spot apparent as far as the Doctor could tell. He winced when Sora was caught unawares from behind, the claw sending the teen crashing into the clock face directly below the Time Lord. Distraction out of the way, the Heartless charged at the Doctor, who beat a hasty retreat down his ledge and around the corner, hiding in the shadows of a pillar. The Phantom glided past, and the Doctor got his first good look at the back of the Phantom, where he saw a curiously glowing red orb. After a moment, as the Heartless turned the corner out of sight, the orb switched colors, changing into a vibrant yellow. He filed that away as he turned to check on what happened to Sora, only to find the teen staggering towards him, obviously still dazed from the blow. The Doctor pulled him into the safety of the shadow behind the pillar, checking for any permanent damage as Sora collected himself.

"I can't figure out how to hurt it," Sora complained in frustration. "Everything just goes through it!"

The Doctor concluded that there was nothing broken on Sora and turned to watch around them. "Can you do anything besides hit it? What powers does the Keyblade have?" he asked urgently, feeling that he was close to an answer. The glowing orb had to be the Phantom's weak point, but Sora must have tried to attack it. "Did you try to hit the orb?" Might as well ask anyway.

"Same thing, though it felt more solid than the rest of it," Sora said grimly. "I can try again, though. Maybe some magic will work, but that takes a lot of energy." He pulled a few bottles of a light blue liquid from his pockets, lending credence to the Doctor's guess that his pockets were bigger on the inside like his own, and handed them to the Time Lord. "These are ethers, hold them until I need them, if you don't mind. It's going to find us sooner or later, so I'll go out and lure it close. Maybe you can figure something out." He went to walk away, then paused and handed another bottle to the Doctor. "And a potion if you or me get injured. Good luck!"

The Doctor accepted the bottles, noting the different colors. "Blue is ether, which he didn't say what it did, and the green's a healing potion. Feels like Harry Potter," he lamented.

Sora, hearing his words as he was walking off, grinned at that as he leapt back off the ledge, flying to meet the Phantom head on, unleashing a flurry of blows great enough to demolish a normal building, to the Doctor's great surprise. The teen was strong, stronger than the Doctor would have guessed from looking at him, but he was just full of surprises today. Another came soon after, as Sora ducked behind the Phantom and a blast of fire flared into being around the Heartless. It seemed to do something, the Phantom shrieking , but it seemed more annoyed than injured, whirling around and striking twice in quick succession where Sora had been. The first blow missed, the second catching Sora just barely on the side, causing the teen to tumble in the air a moment before steadying himself in time to drop low to avoid the intended finishing blow. Instead of resuming his assault, he turned tail and ran, flying out of the Doctor's view. The Time Lord held his breath a moment, fearing the worst, but let it out in a whoosh when Sora reappeared directly above him. He joined the Doctor behind the pillar again.

"I used fire on it when it was white," he reported, leaning against the wall a bit. Red spotted his side but he ignored the wounds, appearing to not even feel them. "It did something, but didn't hurt it. I've seen it just turn four colors: White, yellow, red, and blue. Any ideas?"

The Doctor paced a bit, trusting Sora to keep the Phantom at bay, though he was worried about the teen's wounds. "Four colors, and you used fire on it, right? What else can you do?"

"Ice, thunder, gravity, magnet, reflect, and healing," Sora answered, ticking the items off on his fingers. He tensed when a shadow passed by, but it was only a bird high above. The Doctor nodded, filing that away, where he ran it through his head. It only took him a moment to work out a probable solution, and he always found the best way to do that was to talk.

"Four colors, seven attacks," he mused, pacing back and forth. The Phantom appeared again, but Sora jumped out to confront it yet again, and as it turned to take the teen on, the Doctor noted the color of the orb: red. "Different colors must be different attacks, but what does each match? Sora can't have too much energy, he said, he looked tired after the fire so he shouldn't just start blasting away, and healing isn't an attack anyway. So six attacks, four colors… What do the colors relate to in each of the attacks?" He continued pacing, almost not noticing the Phantom dodging past Sora and ducking just in time to avoid being grabbed. The orb was still red, and Sora took aim. Deciding that it couldn't possibly be that easy, he yelled his next command at Sora anyway. "Use fire on it now, Sora!"

The teen obeyed, a plume of fire shooting out of the Keyblade and impacting the red orb spot on, nearly burning the Doctor before he leapt back. The Phantom screeched in pain, twisting away from the two of them and slashing blindly at Sora, who didn't see the attack coming and was knocked through a pillar, shattering it and causing the teen to crack his head loudly against the wall. He fell with a groan of pain, Keyblade slipping from his hands and clattering against the ground with a not-quite-metallic clang.

"Sora!" the Doctor exclaimed, rushing over and delicately feeling the teen's abused skull. Blood trickled across his fingers, but he couldn't feel any cracks, though he didn't dare press hard for fear of hurting him even more. Sora tried to bat his hands away, muttering something about fruit and sand, not quite conscious. "Sora, wake up!"

"Five minutes, Riku," Sora complained. "You always hit too hard." He was most definitely concussed, eyeing the Doctor through glassy eyes. "Never hit me in the head before, though," he mused. "Meany."

The Doctor opened his mouth to ask who Riku was, to try and get Sora to come back to full wakefulness, but turned around when he heard a whoosh in the air. The Phantom keened vengefully, claws outstretched, its orb a brilliantly glowing white as it rushed towards them with murderous intent. Acting on instinct, the Time Lord grabbed Sora and dove to the ground, his brilliant mind working comically fast through all the information he'd garnered.

The orb's color was its weakness, red for fire, blue for ice, and yellow for electricity, if the Doctor wanted to stretch it a bit. What was white? As he fell to the ground, his mind came up with the answer.

White was nothing, no element. If that were the case…

The Phantom crashed into the wall, causing the whole of Big Ben to shudder, and the Doctor reacted quickly, scooping up the only available weapon: The Keyblade. It pulsed in his hand, feeding into his strength, and he swung with all he had at the glittering white orb. The impact sent a shock through his arms and halfway down his back, but the orb cracked, then shattered, a translucent pink heart drifting upwards through the shards and vanishing into a dark portal. The Phantom dissolved, its screech echoing across the emptiness of London before it disappeared completely.

The Doctor stood there for a moment, staring where he had last seen the cursed Phantom, before the Keyblade vanished from his hands and he turned to check on Sora again. The teen was still semiconscious, counting his fingers as he mumbled things under his breath, clenching his fists as he miscounted, as if to be sure it was still there. Kneeling next to the teen caused him to look up at him, then smile bemusedly.

"What're you doing here, Leon?" he asked, his eyes still not focused. "I thought you were on Hollow Bastion, not here on Neverland. I haven't seen Peter though."

"I'm not Leon," the Doctor replied, cracking a grin. Sora would be okay, he knew it, and he remembered the bottles Sora had given him. Pulling out the green one, he uncorked it and held it out to Sora. "It's me, the Doctor, remember? You said for me to give this to you if you got hurt, and you're definitely hurt. You remember hitting your head?"

"Riku hit me in the head," Sora agreed. "We spar all the time, but he's never hit me in the head before. He tried to though, one time, but I ducked. I usually do. Why didn't I this time?"

"Riku surprised you," the Doctor told him, deciding to play along with the concussed teen. "But he gave me this to give to you because he was sorry he hit you. Will you drink it?" He pressed the bottle to Sora's lips, figuring it was a painkiller, and Sora obediently drunk the pale green liquid. The teen made a face.

"Tastes like mangos. I hate mangos," he complained. "They don't taste like oranges, and I love oranges. And Paopu. Paopu is nice and sweet…"

They sat at the top of Big Ben for a long while, long enough to notice lights once again milling about down below the tower, the man Luxord true to his word of everyone returning at the Phantom's defeat. Sora went silent as the medicine went into effect, and the Doctor stayed near him, contemplating ways to get down the tower that didn't involve flight or taking the stairs with a very heavy teen.

After a half hour, the Doctor went to wake Sora up, since concussed people shouldn't stay asleep, but was surprised when Sora stretched and blinked up at him with perfectly focused eyes.

"What happened?" the teen asked, confusion evident on his face. "Last I knew, the Phantom was around. Did we beat him?"

"Yeah, but you suffered a nasty hit to the head. I had to borrow the Keyblade for a second, sorry about that, it was the only weapon around, and why aren't you still concussed?" The Doctor pulled out his sonic screwdriver and scanned Sora with it.

"Did you give me that potion?" Sora yawned, going to pull himself up and failing miserably. "Ugh, I used too much magic. Can I borrow an ether? I'm wiped."

"I gave you the potion," the Doctor agreed, amused, as he pulled an ether from his pocket and handed it to the teen. "It healed you?"

"Yeah. They're very handy for times like mid-fight, if I can't pull off a healing spell. Those wipe me out but are very good for keeping me alive." Sora drunk the ether and sat back a moment to wait for it to work. "It's magic, I think."

"Could also be nanotechnology," the Doctor mused, scanning the empty bottles with his sonic screwdriver. It bleeped back that the liquid was normal water infused with an unidentified energy. "Or not."

Sora shrugged. "It works, I'm not complaining. Did everyone come back?"

"Yeah, everyone's back. Haven't seen your friends Donald and Goofy though. What do they look like?"

Pointing behind the Doctor as he struggled to his feet, Sora grinned. "That."

The Doctor offered his hand as he turned around to see Sora's friends, his mouth dropping in shock. Waddling and striding towards him were two beings he'd only see in twentieth and twenty-first century cartoons, and, to their and Sora's great shock, he laughed out loud.

"Brilliant!" he declared, yanking Sora upright a bit too hard and nearly causing the teen to fall over again. "I always wondered where Walt Disney came up with his ideas!"

The four-foot tall duck glared at him, tapping his wand against his hand. "Who're you?

"I'm the Doctor, and you must be Donald!" He pumped a feathered hand vigorously and turned to the six foot tall dog. "And you're Goofy! Oh, this is brilliant! Knew there had to be some help there, I'm going to have to go pay him a visit some day."

"Um, what're you talking about?" Sora asked blankly.

"Nothing, nothing," the Doctor said dismissively. "Now, you've found your friends, yes, Sora?" He grinned at the group before him. "Sora, Donald, and Goofy. You three are going to be brilliant, you know. I'll have to keep an eye on you," he grinned. "Expect to see me again!"

With that, he turned and walked off, opening the locked door to the interior of Big Ben with a wave of his sonic screwdriver. He returned to his TARDIS slowly, interacting with people as he went, where no one seemed to know that anything at all had happened, accounting for their being no record of the large shadow Phantom around the clock tower, and with a cheerful heart he left 20th century Earth for places unknown.

"Didn't Sora mention a Hollow Bastion? Wonder if I can find it? Allons-y, TARDIS old girl!"