(A/N: Hi everyone! Here's the 3rd part of the Re: Kingdom Hearts saga, Kingdom Hearts: Re: 358/2 Days, but with a few changes.

Also, like Re: Dream Drop Distance, (In hopes that I won't be lazy), I will play the game and read the manga alongside the game to help write the story. (EXCEPT MOSTLY THE MANGA)

I do not own anything in this story but Penelope.

BUT, here's a quick warning. Penelope will not be making much of an appearance until one point.

Here we go!)

Chapter 1: The Beginning

Day 255

On the balcony of the Clocktower in Twilight Town, a person in black sat there momentarily, thinking about past events to themselves.

"Sora is asleep, and Naminé is working to fix the mess she has made. She's being pushed really hard by him to fix this to get his revenge…However, what is the point of us helping him when we don't even get why he is getting revenge? What's the point?"

Pulling their hood down, the person was revealed to be a girl, with long brown hair, parting down the middle, and tanned skin. In her hair was a clip resembling a ten-pointed star. Opening her brown eyes, she momentarily gazed at the beautiful sunset before her that would last forever and ever. In this town, it was hard to tell the difference between night and day, dawn and twilight.

But that was what she found so beautiful about this place.

Sighing, the girl stared at the sunset again. "And to think that Riku is pushing himself so hard to just help Sora, yet I feel guilt for not doing the same. Maybe it's just my fault this had to even happen to him. However, one things for sure…If Sora needs to be awakened, we need to figure out how to fix those memories."

Getting off of the balcony, the girl then thought, "Maybe I can convince Riku to have Sea-Salt Ice Cream with me this time! Hopefully, it'll work."

The girl was Penelope, the one who protected the balance between the Light and the Darkness. She, herself didn't realize this until her first journey, when Ansem, Seeker of Darkness revealed her placement.

And during the second part of her journey, she was more like James Bond, aided by her single companion, Zia.

Penelope got up. "I shouldn't stay here for much longer. I'm pretty sure that annoying old man is gonna nag me about not doing what he says or if I'm gone for too long. Hopefully Roxas is doing okay."

Penelope flicked her wrist and sighed. "I wish I could open up a dark corridor, but Zia's influence made it so I ended up opening the opposite. Ah well, at least I get to my destination." Instead of a dark corridor, one of light opened, and she stopped for a moment before setting it to a different area instead.

Shortly afterwards, a boy in a black cloak came up on the clock tower. In ways, he had a resemblance to Sora, but didn't. He had beautiful blue eyes, as well as golden blonde hair that looked windswept.

"You're early." The boy turned to see a familiar person. He was rather tall and slender, had a black cloak like the boy, had bright red hair slicked back into spikes, bright green eyes and had reverse purple teardrops under his eyes.

Responding to the older boy, he said, "No, you're just late." The elder boy sat by the other on the Clocktower, looking up for a moment upon finding a familiar presence.

They did the usual routine of having Sea-Salt Ice Cream on the tower, and at some point, the younger boy said, "This day makes 255."

XxXxX

You gotta figure,

Everything starts someplace.

The closest thing for me is when I was just seven days old, and I met her.

-Day 7-

~Number XIV~

In a large white castle floating in the air, in a room, lie the boy with the golden blonde hair and he was asleep at the moment.

Until he was awoken, that is. "Rise and Shine, Roxas!"

Roxas immediately sat up. "…Still no lights on in there, huh? We're s'posed to meet in the round room today. Let's go." The one who had awoken him was the one I just mentioned before the days went backwards to the seventh day.

After getting out of Roxas' room, the two walked down the hall. The elder was reminding Roxas of his name. "Got my name memorized? It's Axel. A-X-E-L."

"Ax…ess." Roxas replied. "El!" Axel reminded him.

"…el."

Seven Days after I was born,

All I had was the name "Roxas"

And the Number 13 (or XIII)

Other than that, I was empty.

After going down the hall, Axel took Roxas to the round room and stood with him in the center. "Good tidings, friends. At last we have been joined by our thirteenth member." Said the man on the highest throne in the room.

"The Keyblade's chosen…Number XII. Roxas."

I was given a name and a responsibility.

And I was able to exist in this place.

"Oh?" Someone said as Axel and Roxas walked in.

"My, my. If it isn't the Keyblade's chosen, Number XIII." The man who was currently speaking was Vexen.

Not that anyone cared or noticed him, considering the fact that Axel and Roxas kinda just passed by Vexen without a second glance.

"HOW DARE YOU IGNORE ME?!" Axel boredly glanced back at Vexen.

"When you pass by one of your elders, you acknowledge them with a proper greeting! That's just common sense, don't you agree?"

Ah Vexen. Though it will be in the future, aren't you aware that people in this castle don't go by seniority systems anymore?

"Oh, hi. Haven't seen you in a while. I thought you'd gotten yourself killed." Axel said to Vexen before he and Roxas continued down the hall.

"Hmph! He thinks he's so hot just because he got to look after the Keybearer."

Xigbar, who was behind Vexen said, "Well hmm." Before going into what he was going to say.

"Axel may look like a tough guy, but he's really a big ol' softie."

Xaldin, Luxord and Marluxia (who was holding a rose of course), who came marching in, completely agreeing with Xigbar…

…Despite the fact that Axel told them, "You just don't wanna do it yourselves."

The Organization XII, the organization I belong to.

Everyone of its members is missing something-

A Heart

Larxene was complaining about what was going on being annoying, though that was her problem and she had to deal with it.

And Axel had to help Roxas in his chair. In fact, he practically had to keep Roxas still, while telling him to sit down and not fall.

Lexaeus and Zexion just happened to notice, with Lexaeus asking Zexion, "No. 13 still isn't' fully conscious?"

"It's not surprising." Zexion replied as he held onto a book. "Unlike the rest of us, he doesn't have any memories from before he was born. It'll take some time before he reacts to anything."

In order to behave like a human- like someone with a heart

They act out emotions based on the memories of when they were human.

But in reality, they don't feel anything.

There's just one thought that they all have in common, dominating their lives.

And that's what brought them to this castle.

And that is…

"I want a Heart"

Everyone was gathered when their leader spoke. "This is a momentous day. I am pleased to announce that another comrade has been chosen to wear the coat."

A person wearing the cloak with their hood up came to the center of the room.

"Number XIV. Let us all welcome one of the Keyblade's chosen."

This new person looked up at Roxas… and smiled at him.

This encounter would eventually have a great impact on all of our destinies.

XxXxX

A/N: I apologize for this chapter being rather short, but it's the intro.

This actually took much longer than I expected it to. You see, as I mentioned in the beginning A/N, I was basing this off the game and the manga.

With the game, I was being intensely lazy. But with the manga, I was mainly using that.

However, I need to get all the volumes of the manga despite I've read it before, so when I finish Volume 1 again while writing this, I will have to rely on my game…

Except I'm on Day 7. That means I have to play catch up behind the scenes.

And despite Penelope appears in this chapter, she won't appear until Axel returns from Castle Oblivion.

Which is a long time.

And because I started school a while ago, the updates may take a while.

I hope you all liked chapter 1. Please review if you'd like, I'd rather you didn't flame and please leave a suggestion so I could improve.

I will see you all in the second chapter, where missions start.

Ciao!