Maximum and Roxas made it to Twilight Town. He sighed. "Wanna go to the clock tower."

She saw a hooded figure running towards the sandlot. She frowned, "Hold on, I'll meet you there." With that she ran off. When she got to the sandlot, there was no one there. She sighed and sat down, leaning against a wall and hugging her knees to her chest.

"Where did we think we could go?" She dryly laughed and put her head down on her arms. "What a joke..."

She was about to get up and leave when she heard footsteps heading towards her. She looked up and gasped. The footsteps belong to Jonathan but he had his hood up, "Jon!"

He sighed and pulled out some ice cream. He gave one to her and sat next to her. "Thanks..."

An awkward silence came between them and it was also kinda scary for her. As she finished her ice cream, she saw a trash can and got up to throw it away. She heard him behind her.

"I can't wait any longer, Max." She looked over her shoulder and saw he had his hood down. But he's hood was down but his appearance eeriely different. She gasped and turned around completely. "All the memories and power you are giving me feels like I'm going to overflow. Max, if you she a girl's face instead of mine, then I'm ready. This is her... It's Mai."

She blinked several times and rubbed her eyes. She opened them. He put his hood back on and lifted a hand to her. She gasped and got out off the way, summoning her keyblade. "I have to make you a part of me. This is why I was born." Darkness surrounded them and teleported them to a different place.

They were suddenly transported to Wonderland and Max walked up to him. "Jon…" The armoured puppet swung his Keyblade and it hit her. The green eyed girl shrieked with pain and skidded to the ground. She quickly got up and summoned his weapon. They started fighting her. When she defeated the first form of him, it was starting to get dark again. She covered her eyes.

They ended up in Halloween Town and found that she hadn't defeated him yet. He was a lot stronger Max fought him. In the red haired girl's point of view, his fighting style was getting more like his.

Max remembered Sora, his brown hair, his blue eyes and that cheesy grin of his. She was dazed and held her head. Suddenly Xion swung her Keyblade against her and the red haired nobody's rolled to the ground. She started to groan in pain and gripped onto her wound. She growled and healed herself. She stood back up and charged at him. When his second form was defeated, she healed herself and was ready for anything.

They were transported to Agrabah, in the Cave of Wonders and his third form was slightly scary with all the swords. They fought her for a few minutes until the third form fell onto his knees and Max walked up to him.

Suddenly, it was dark again. They ended up in Twilight Town and they were in the air. This time Roxas was with her.

Max looked behind her and gasped. Roxas too turned around and his eyes widened. They saw Xion and Jonathan side by side, hold hands. they glowed and made a final form. Maximum and Roxas' Keyblades appeared in their hands and they looked at each other.

"Let's do this." She said.

"Together." He stated and she smiled at him with a nod. They both turned to the fused puppets and started to fight her. Tears formed in Phoenix's eyes every time they got hurt.

'I'm sorry, guys.' She felt like saying. After a few minutes, their final form was weak and Roxas and Max knew a way to finish them off, but they had to do it together. The two lovers joined the tips of their Keyblades together, Roxas' was light and Max's was darkness. They raised their Keyblades into the air and the tips which were connected started to illuminate and sparkle. Then the Keyblade shot a ray of light towards the final form's chest which finished them.

The final form kneeled to the ground and disappeared into darkness. Suddenly something cracked from underneath Max and Roxas and the ground broke.

"Roxas!" Max shouted.

"Maximum!" Roxas exclaimed and they hugged each other as they fell.

~

Jonathan knelt to the ground in his regular form and Max looked around; they were back in the sandlot. She held her head and looked at him.

"Who... are you? I... I can't remember who you are." She said and he smiled.

"You'll be... better off without me..." He put a hand where his heart should be. And landed on his hand. Max rushed to his side and knelt down before his head landed in her lap. She moved him to where he was almost sitting up. She saw him hold his ribs, which cracked loudly. He shouted in pain. Ashes danced in the wind.

"Did I do this to you...?" She asked.

"It wasn't your choice... I wanted to be destroyed... To go away." He said with a gentle smile. "We can't... let Xemnas have his way. I'm going... to give back the memories... and abilities that I've took. Max... get Roxas and... free the hearts stored in... Kingdom Hearts."

"Kingdom hearts? Free them?" She asked and his feet started to burn.

He clenched his teeth and sighed, trying to relax. "You can't let him have it... You can't. Maximum... Good bye. I'm glad I got to meet you, Roxas, Demyx, Axel, and... most of all... Xion. She is really special... to me... and you all were... great friends." He held her hand. "Don't forget... That's the truth..."

He closed his eyes and he fell limp. Max gasped and tighten her grip on his hand. "No... Jonathan! Who else will be my partner in crime?"

He remained unresponsive and flames engulf his body. The ashes flew around them and he turned to a black smoke of darkness. The darkness went upwards with the ashes and then disappeared. Maximum looked down to where he was to see a hermit crab's shell. Tears fell from her eyes as she picked it up.

"Jonathan..." She held it with both of her hands and put it to her heart. She turned when she saw Roxas walking towards her. She was going to ask about... a dark haired girl but she couldn't remember her name. She did remember she was with him, though.

"Where is the girl?" Roxas  pulled out thalassa shell and tears fell.

"She... disappeared..." He said and something clicked inside of her. Darkness surrounded her.

"They'll pay..."

~

Elsewhere…

"Why did it have to come to this…?" Axel asked himself as he lied down on his bed. He sat up and found an envelope. He picked it up and opened it. There he took out an ice cream stick with the words 'WINNER' on it. He thought about a specific memory.

She looked at the stick and gasped. "Yay, I've got the winner!" Axel looked at it.

"That's cool; you can get another ice cream with that."

"When Roxas wake up, I'll show him and give it to him." The red haired pyro smirked at this.

A tear fell down his cheek and he smiled. "Max, I'll never forget you, I love you."

~

Memory's Skyscraper…

Max and Roxas both wore their hoods and walked through the rain side by side. Suddenly the red haired nobody felt something odd; Heartless. She turned around and saw Neoshadow Heartless. Her Keyblade appeared in her hand and weirdly, so did another in her other hand- the one that the blue head boy had.

Roxas had two Keyblade's as well. One was the Oathkeeper, the shaft displayed two hearts, and its handle bore two angel wings. The key chain was a star which was sewn together by Thalassa Shells. The other Keyblade was the Oblivion Keyblade, was similar in shape to the Kingdom Key, though it was black and has a longer reach. The hilt guard was comprised of two bat-like wings extending downward, contrasting to the Oathkeeper.

They were surrounded by Neoshadow Heartless. Max started fighting the Heartless and she found her strength incredible now. Roxas fought as well and he too found the change of her strength.

After a few minutes, Roxas looked up at the Memory Skyscraper to see the imposter with silver hair, wearing a black coat and a blindfold on top of the building. The same person who laughed with Max on the islands. Roxas growled at this and dashed to the building. Max turned around and looked up at Riku. She gasped and looked down at Roxas who was running up the building.

She sensed that something was about to hit her and she instantly turned around whilst swinging her Keyblade.

Roxas did a strike raid with his Oblivion Keyblade at Riku who caught it. But then when the silver haired boy held onto the Keyblade, he started seeing these memories about a girl with black hair and blue eyes as well as a boy with blue hair and grey eyes. The blonde haired nobody ran past the falling blindfolded imposter.

Riku landed on the ground and Roxas was on the roof of Memory's Skyscraper. One of the Heartless pushed Max new Keyblade away from her and it fell to the ground further away from reach. She stretched her hand and reached for the Keyblade but couldn't get it. The Neoshadow Heartless scratched her face through her hood and she screamed with agony. Roxas' eyes widened and he gasped at this.

The Neoshadow was going to gash her chest and Max held up her normal dark Keyblade to protect herself. But Riku swung the Oblivion Keyblade at that Neoshadow instead and Max looked up at him. He looked down at her and she felt a tear fall down her cheek.

Kenji looked up at it with wide eyes and got himself and Mai out of the way. Kenji got up quickly and saw Riku was about to leave through a dark portal. He ran through the portal after Riku and it disappeared. Mai looked up at the heartless and she readied her weapon.

She noticed another Neoshadow but this time it was behind Riku. She pushed him away slightly and swung her Keyblade at the Heartless. Roxas jumped down from the building and landed into a crouch. He stood up and the three of them started fighting.

This reminded the three of them of a specific memory long ago.

"You up for it M?" He asked and she smiled at him. Sora's Keyblade appeared in his hand. Her lovely green Keyblade appeared in her hand as well.

"Let's do this!" The dark brown haired boy said, pulling out his deul swords.

"You better watch out!" She warned the heartless. The four of them started to fight the heartless and it felt so right fighting together like a team.

Max got her other Keyblade again and started to fight with it. Riku was surrounded by many Heartless and the red haired nobody turned to him.

"Riku!" Max exclaimed and ran up to the Heartless which were in front of him. She joined the tips of her Keyblade and closed her eyes. She concentrated all her powers into her weapons and opened her eyes. The red haired nobody started to fight the Heartless with Riku back to back.

When they defeated the Heartless, Max looked up and watched the hearts floating up.

The silver haired picked up the green metallic Keyblade and Max took off her hood. She looked at Riku who was still staring at the Keyblade. She stepped closer to him and frowned.

"Riku…?" She was about to touch him but he swung the Oblivion Keyblade towards her. Max screamed and rolled on the ground.

Roxas snapped his head back at this and gasped when he saw the nobody he loved. She was on the ground and got onto her knees. The green eyed girl wrapped her arm around her stomach and groaned with pain. The blonde haired nobody stomped up to Riku and aimed his Keyblade at him.

"Why did you hurt her?!" Roxas hissed.

"What's it to you?" Riku asked smugly.

"Shut up!" The blonde haired nobody yelled and they started to fight. Max spat some blood on the floor and looked up at the two fighting. Then something flashed behind her eyes.

"Now, it's time for us to fight for Kairi." Riku said. She stood and growled.

"Don't you even think about it!" The red haired girl called out but it was too late; Kenji and Sora were starting to fight Riku. She just stood there unable to do anything, just staring.

"Riku, please stop fighting Roxas!" She pleaded and her eyes sparkled and Riku grinded his teeth together.

"Max, don't you know who he really is?!" Riku yelled.

"He's Roxas, no one else!" Max growled. "And I love him for that!"

"You're a nobody, Max; you're not supposed to have feelings!" The silver haired boy argued and she gasped at this.

"…You both have no hearts therefore you have no emotions, so do not pretend to be in love." Her eyes were burning with tears and she gulped.

Riku and Roxas stopped fighting and the blindfolded boy turned to Max.

"Who does he remind you of? Whenever you look into his eyes, who do you see? Or, when you look at his eyes whose eyes do you see?" Riku asked and Roxas' eyes widened.

Her breathing came out in short uneven breathes, tears falling endlessly down her face. 'Sora…' She thought. 'No…it can't be!'

"Max, he is Sora's nobody, SORA!" Roxas lost his temper and swung his hand with his keyblade.

"ENOUGH ABOUT SORA!" Riku turned, stepped back and shot a blast of darkness at him. Thankfully the blonde haired boy jumped and defended the blast with his keyblade, and swung it towards Riku.

Max just stood there frozen and gulped. Who would she defend the boy she love, the boy who didn't have a heart like her or her persona's best friend?

"STOP IT BOTH OF YOU!" She yelled and stood in the middle of them. "I won't let either of you fight each other, over my dead body you won't!" Riku smirked at this, she was Mai's nobody alright. He took off his blindfold and mumbled.

"Looks like you've left me with no other choice. I have to release the power in my heart-" Her eyes widened.

'No, he's gonna use the darkness! I have to do something.' She turned around to Riku and grabbed his arms.

"Riku, don't! I beg of you don't." He stared into her sparkling green eyes. "We can't lose you to the darkness again, Riku. We won't lose you again!" Max cried and Riku realised it; Mai was still in there. She turned around to Roxas and yelled.

"I won't let you hurt Riku. Regardless of the fact that I love you with all my soul. I won't let the darkness change him for anything, because he's my family." She placed her hand onto her chest and her breathing came out in short uneven breathes.

"I'm sorry Roxas." She apologised.

"What? Mai, after everything we've been through, you'd fight me? I thought you loved me!" Roxas said.

"You really are Sora's nobody." She mumbled.

"Max, listen to me, I am me, nobody else. I am your Roxas, your Roxy, the love of your life!" She shook her head at this.

"No, you're Sora!" She shouted and felt her knees buckle. Riku caught her and held her against him.

"You okay, M?" He asked gently and she looked up at him.

"Riku…" She trailed off and he pulled her into a hug.

"You're still in there, Mai." He mumbled. She couldn't move at all, frozen at what he said. Max felt like he was saying to her and that Mai was inside her.

"GET YOUR ARMS OFF HER!" Roxas yelled and he grabbed her arm as he pulled her away from him. "How dare you touch her?!" He hissed and started fighting him. They started fighting each other whilst Max looked at the ground.

'What do I do?' She thought and her breathing quickened when she heard Roxas screamed with pain. She was about to lose it, but then Riku groaned with pain as well and this touched a nerve. She clasped her hands together and frowned.

"Eri…" She mumbled and Eri appeared in her hands. "What do I do?" She asked.

"Whatever your decision is, it will always be right no matter what. Whenever you close your eyes, who do you see; Riku or Roxas?" Her guardian asked and she closed her green eyes. The person she saw made her smile sadly and she opened her eyes.

"Got it, thanks Eri!" She muttered and her guardian disappeared. Max stood up and turned around to see Roxas and Riku standing far away from each other.

"WAIT!" Phoenix yelled and stood in the middle of them. "It's time for me to fight." She had her Keyblade in her hand and looked at Roxas.

"I love you." She mumbled and turned to Riku.

"Mai looked up to you." Then she looked at the ground with her fringe covering her eyes.

"But, I have to finish you. I love Roxas; I am me, no matter what!" She muttered and dashed towards Riku. They started to fight each other and Max wasn't taking defeat as an answer.

After a few minutes, Max pushed her Keyblade was about to finish Riku off but something stopped her. There was this force pulling her away, the more she tried to fight it, the stronger the force became.

"W-what's go-going on with m-me?" Max stuttered and she heard someone talking to her in her head.

"I won't let you hurt Riku." It was Mai and Max let go of her Keyblade. It fell to the ground and the red haired nobody fell onto her knees. She placed her hand onto her head and grinded her teeth together. Roxas took this chance to start fighting Riku again.

"I love him and I won't let you hurt him, Maximum!"

Roxas was starting to get tired until Riku finally hit him on the head. Max heard a loud thud and opened her eyes. She turned to Roxas who was lying on the floor. Her eyes widened and her face paled. Max got up and ran as fast as she could to Roxas. She kneeled to the ground by his side and her breathing was out of control.

"Roxas!" She exclaimed. She touched Roxas' face and his eyes were open only slightly.

Everything else was blurry, but she was clear through his vision. Her cheeks pink her eyes welled up, yet she looked so beautiful. He cupped her jaw and tried to smile. Her bottom lip quivered and she placed her hand on his. She supported his head with her other hand at the back of his head.

"Roxas…" She whispered and a tear fell down his cheek.

"Maxie, I love you so much."

"I love you too Rox, but please, don't leave me." He shook his head lightly.

"I'm sorry, Max. But promise me something." She nodded at this.

"Promise me, that you won't start crying. You have to stay strong for me, Maximum. Don't cry." She fluttered her eyelashes and shook her head.

"I'm gonna end up breaking that promise…"

"Please…?" She couldn't deny those sapphire blue eyes and sighed with defeat.

"Can I have…one more… kiss?" He asked so innocently and she leaned closer to him.

The kiss was full on, passionate, electrifying, perfect, amazing, like a ray of sunshine, like a firework, like a shooting star, like their first kiss, but more intense and deeper. The kiss, it was bright like a diamond in a sky, full of love that sings and has wings and pure like a wild flower.

They pulled away from each other. But suddenly Roxas' hand fell to the ground and she gasped. 'No, not now, not now!' She thought. She placed her hands on his cheeks and yelled out his name. But it was no use. His sapphire eyes closed and he laid there limp and unresponsive.

The red haired nobody let go of the boy she loved and gripped onto her coat. She looked at him and her fringe covered her eyes. Riku walked up to her and placed his hand onto her shoulder.

"I'm so sorry…" He mumbled and she shook her head at this.

"No, you don't have to be sorry." She croaked. "But the only person you have to apologise to is Mai."

"Yeah…" He whispered.

"I want to take this time, to apologise to you. If I've made a mistake which may have hurt you, I'm sorry Riku." She said.

"You don't have to apologise. I've done so many bad things in the past; I deserve every kind of pain and suffering." He muttered.

"Riku, always remember this; no matter what you've done, Mai will always forgive you." She said.

"I know…" He mumbled.

"Riku?"

"What is it, Maximum?" He asked.

"Will you do me one last favour?" She questioned.

"Yes, tell me." He stated.

"End my suffering." She declared.

"What?"

"You heard me. I have no other reason to be living now that Roxas is gone. So, please…" He pulled his hand away from his shoulder.

"Alright." He sighed and took a deep breath.

"Thank you and goodbye, Riku." She closed her green eyes.

"Goodbye… Max." He replied and through Max eyes everything went black. She fell onto Roxas' chest.

Riku just stood there as he stared at the both of them. He felt mixed emotions; anger, guilt and sadness. But he had to do this for his best friend Sora and maybe, just maybe wake Mai up.

'This was their fates; Roxas and Maximum's fates…' Riku thought to himself.

~

A redhead jolted up and panted with a pale face. She composed herself and sighed.

"Another dream…about her…" She whispered.

"Max, you okay?" A blonde asked and she felt something soft against her neck; his lips.

"Yeah, now I am…" She mumbled with pink cheeks.

AN *long sigh* 36 minutes late to my schedule. I was meaning to have this done before noon but whatever, I hope you all will stay for kh2! Vote, Comment, and stay friggin awesome!