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Sarox skied across the frozen surface of the Sea of Confusion in Wisdom form with Max clinging on his back while Marlene traveled in the air with a pair of wings summoned from Marahute's Summon Crystal: a kind of supernatural artefacts that allowed Marlene and fellow Princess, Garnet, to use the power of summon spirits in times of need. The giant golden eagle Marahute also happened to have the power to grant its master the power to create gusts of wind and a pair of large wings to fly with.

As they made their way toward the Dream Lair, Max hoped the Ice Princess would carry out her promise to aid them with the Crystal Heart. Whatever was causing the planet's core to wither away came from the Dream Lair, and they needed the Crystal Heart to keep it from expanding long enough for them to reverse the effects.

"Sarox, Max!" Marlene called from above. "There's someone coming. Up ahead."

Sarox focused, but couldn't see anything. He supposed since he was on the ground, it made seeing things far ahead rather more difficult. Then, after running another couple hundred yards, he finally saw them.

Max G, PJ, Lavagirl and Sharkboy. All of them were running in their direction. Sarox felt amazingly relieved to see his friends unharmed.

"It's them," he said delightfully.

When they were within earshot, Max G shouted their names and waved with what looked like a journal in his hand.

"We got your journal, Max," Sharkboy said excitedly.

"How'd you get it? Where did you find it?" Max asked. The questions echoed in his head.

"At the Dream Lair, where your buddy Linus, also known as Minus in this world, used your journal to twist your dreams," Max G explained, "that's why everything's so messed up."

Sharkboy handed him the journal. Squeals escaped his throat as he re-read its pages, and saw everything that he contained of his most precious dreams.

Now I can set everything right, he thought.

"This is good," Sarox said. "We got the Ice Princess to help us. And now that we have the book, we can stop him and the Darkness."

"I don't think so!"

Before anyone could react to the sound of the voice, a beam shot across the group right at the journal and knocked it out of Max's hands. Max dusted his hands to shake off the heat, but then stopped when he saw his book in flames.

"My dreams," his voice barely a whisper.

Everyone looked to the source of the voice now and found Minus and Mr. Electric standing a few hundred yards away. The steam billowing from Mr. Electric's palm said he was the one who fired at the book.

"Minus," Sharkboy gritted through his teeth.

"Why are you doing this?" Marlene asked.

He answered with an evil grin, then turned to Mr. Electric and gave order to finish them off before walking off.

Sharkboy growled. Lavagirl's hair flamed. Everyone could feel the anger rise up in their chests, even Max. Sharkboy charged first. Mr. Electric let out an evil laugh and fired deadly beams. The beams didn't hit him. Rather, it hit the icy surface beneath him, and - with a loud cracking sound - the ice dispersed and Sharkboy fell under. Mr. Electric laughed again as he sent another electric bolt into the water. Sharkboy writhed and yelped in anguish. Lavagirl shot forward, about to blow apart Mr. Electric's robotic arm when a group of Heartless suddenly surrounded her and splashed her with water.

"No!" Max screamed in horror as he watched the figure of his dream fall to the ground and eventually losing consciousness. The glow emitting from her body dimmed and then went black.

The Heartless started charging at the remainder. Sarox, Max G, PJ, and Marlene raised their weapons to block the march. Only they didn't move. The monsters froze in the air, looking like they were charging at them.

Max looked over to the other side of the icy gap and saw Minus and Mr. Electric looking on with evil grins, but other than so they didn't so much as move an inch.

"What happened?" PJ asked.

"It must be the Ice Princess," Marlene said. "She said she was going to help us freeze time from the castle."

Knowing they had to use the advantage to the fullest, Sarox ordered, "Come on, we have to save them."

Max pulled in a deep breath to snap himself out of his paralyzing horror and went through the Heartless line to Lavagirl's side. Max G and Sarox ran to the open gap. Sarox used the last of his advanced magic provided by Wisdom Form to negate Mr. Electric's frozen electricity; Max G dove right into the water. On the very bottom of the ocean, he spotted Sharkboy lying unconsciously on the ocean floor. Hoping for the best, Max dove deeper down until he eventually reached Sharkboy's hand and pulled him back up. He could feel his lungs burning and the air beginning to choke on him, but he pushed on until he reached the surface with Sharkboy in his arms.

Sarox, now back in his normal attire, pulled Sharkboy out while Max G climbed out of the water.

"Sharkboy, come on, wake up," Sarox said loudly and gave the boy a real shake. "Hey, come on, wake up."

He looked over his shoulder and saw Max, PJ and Marlene standing beside Lavagirl, who was also unconscious. Max' eyes were wet and blurry. He looked so hurt by the destruction of his dream that even Sarox hurt for him.

It's not over yet, a little voice inside said.

He went over to Max' side.

"Max, it's gonna be okay," he said with little conviction.

Tears finally started running.

"They're my most precious dream," he said through his crying voice. "I've lost them." He looked at his journal, now a pile of ashes. "I've lost everything."

Enough, Sarox thought. "No, you haven't, Max. But you will if you give up. If you lose one dream, then you dream better one. You can't go on about dreaming if you just dream for yourself. Lavagirl said you have the power to make things better, and now is the time for you to use that power. Now is the time for you to embrace that power, because to save your dreams and the real world you have to tap into it. Face it and not try to look away."

His words seemed to sink into Max. He began to soften, his tears stopped running. "All this time I've been dreaming for myself. I wanted to run away from my homeworld when it needed my help to make it a better place. Selfish dreams shouldn't come true." Pulling in a deep breath, he said with conviction, "I should dream a better dream. A selfless dream."

His chest emitted a strong glow of light. A gasp escaped his mouth. Sarox' Keyblade glowed on its tip like a pulse. That's when he realized that Max had done it. He had opened his power. Now all it needed was a key to unlock it. Raising the Keyblade, he chanted:

Sacred Key,

Unleash your untapped power.

Shine away the darkness

And preserve the world with your "light"!

Master of the Keyblade.

AWAKE!

Max' chest glowed brighter. Brighter still.