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{{nihongo|'''Organization XIII'''|XIII機関|Jūsan Kikan}} is a fictional group of thirteen ] created by ], ] and ] and featured in ] and ]' ] ], '']''. They were originally introduced in ]'s secret ending video "Another Side, Another Story ", where the Japanese was translated as "the '''Thirteenth Order'''", then as the {{nihongo|'''Organization'''|機関|Kikan}} in the game '']''. They seek to discover the mysteries that lie within the heart and use the power of Kingdom Hearts to become complete humans.<ref>'''Saïx:''' Pitiful Heartless, mindlessly collecting hearts. And yet they know not the true power of what they hold. The rage of the Keyblade releases those hearts. They gather in darkness, masterless and free…until they weave together to make Kingdom Hearts. And when that time comes, we can truly, finally exist. {{cite video game|title=Kingdom Hearts II|developer=Square Enix|publisher=Square Enix U.S.A., Buena Vista Games |date=2006-03-28 |platform=PlayStation 2 |language=English}}</ref> As Nobodies, they lack emotion and morality, unable to feel guilt and remorse for their actions.<ref name=emotion>'''Yen Sid:''' Nobodies may seem to have feelings, but this is a ruse---they only pretend to have hearts. You must not be deceived! {{cite video game|title=Kingdom Hearts II|developer=Square Enix|publisher=Square Enix U.S.A., Buena Vista Games |date=2006-03-28 |platform=PlayStation 2 |language=English}}</ref> Most members mask their true nature by pretending to have emotions, deceiving both themselves and those they meet. The game novels offer an alternative view, stating that they do have emotions, but feel incomplete.

==Background==
The first six members of Organization XIII are Nobodies of the apprentices of ], participating in his experiments with the heart. The assistants and Ansem built an underground facility in the Radiant Garden where they conducted experiments with the heart, using various test subjects. After speaking with the off-worlder, ], Ansem saw the immorality of what he was doing and ceased his involvement. The assistants and their leader, ], did not share his moral compunction and continued their experiments. This eventually led to tragedy and the creation of Nobody versions of the assistants. Xemnas, the Nobody of Xehanort, became the "Superior" and founded Organization XIII in order to learn about the secrets of the heart and to recover their hearts and become complete beings again. To that end, they deliberately send Heartless into various worlds with the expectation of Sora killing them, releasing the hearts inside the creatures, which then bond with Kingdom Hearts, the "heart of all worlds" located in the World That Never Was, granting more usable power for the Organization.

Each member's name is an ] of their original self's name with an ''X'' added as a mark of brotherhood. The origins and original names of members VII to XII are unknown.

==Nobody==
]
{{nihongo|'''Nobodies'''|ノーバディ|Nōbadi}} are creatures without hearts. They are leftovers "born" in Twilight Town, existing as merely the body and soul of people who lost their hearts to darkness. <ref>'''Secret Ansem Report #7:''' In search of a place to proceed with my research and planning away from prying eyes, I found myself in "Twilight Town." When a Heartless is born, the body and soul left behind are reborn into this world as a different being. {{cite video game|title=Kingdom Hearts II|developer=Square Enix|publisher=Square Enix U.S.A., Buena Vista Games |date=2006-03-28 |platform=PlayStation 2 |language=English}}</ref> As they lack hearts to possess light or darkness, they are shunned by both;<ref>'''Xemnas:''' Then allow me another question. You accept darkness, yet choose to live in the light. So why is it that you loathe us who teeter on the edge of nothing? We who were turned away by both light and dark---never given a choice? {{cite video game|title=Kingdom Hearts II|developer=Square Enix|publisher=Square Enix U.S.A., Buena Vista Games |date=2006-03-28 |platform=PlayStation 2 |language=English}}</ref> they are nothing, according to the ] of the ''Kingdom Hearts'' universe,<ref>'''Yen Sid:''' An empty vessel whose heart has been stolen away… A spirit that goes on even as its body fades from existence---for you see, Nobodies do not truly exist at all. {{cite video game|title=Kingdom Hearts II|developer=Square Enix|publisher=Square Enix U.S.A., Buena Vista Games |date=2006-03-28 |platform=PlayStation 2 |language=English}}</ref> but still exist. Unlike ], Nobodies attack people with definite planning <ref>'''Yen Sid:''' While Heartless act on instinct, Nobodies function in a higher manner. They can think and plan. {{cite video game|title=Kingdom Hearts II|developer=Square Enix|publisher=Square Enix U.S.A., Buena Vista Games |date=2006-03-28 |platform=PlayStation 2 |language=English}}</ref> and feel the need to be complete (finding and reuniting their bodies with their lost hearts, but they will do anything to obtain any heart in order to end their feelings of incompleteness). The members of Organization XIII, being the most powerful Nobodies because of the strong hearts they had when they were "whole," kept human form while weaker ones assumed malformed, inhuman forms that are able to alter their physical shapes via contortions and stretches.<ref>'''Secret Ansem Report #7:''' A great number of Nobodies have lost human form, as have the Heartless. Yet
the Nobody born of someone with a strong heart retains its shape, with but the faintest visible changes. {{cite video game|title=Kingdom Hearts II|developer=Square Enix|publisher=Square Enix U.S.A., Buena Vista Games |date=2006-03-28 |platform=PlayStation 2 |language=English}}</ref> Most of the members of the Organization tend to control one type of Nobody, usually suited to their fighting style.<ref name="ultimania">{{cite book | year=2005 | editor=Studio BentStuff | title=Kingdom Hearts II Ultimania | publisher=Square Enix | language=Japanese | id=ISBN 4-7575-1621-5}}</ref>

Dusk is the most common type of Nobody, along with Creeper. The "high-ranking" lesser Nobodies (Assassin, Berserker, Dancer, Dragoon, Gambler, Samurai, Sniper, and Sorcerer) are direct servants of the Organization member that they represent. Other types of Nobodies include Twilight Thorn and multiple kinds of Nobody ships.

==Members==
The members are presented by assigned number order; the numbers show seniority of the members with I being the most senior, and XIII being the newest member. They all also receive titles indicating their role in Organization XIII and their personality, unique elemental powers, and their own breed of lesser Nobodies.<ref name="ultimania"/>

===I. Xemnas===
]
Originally introduced as '''Unknown''' in ], then mentioned as the '''Superior''' in ''Chain of Memories'', {{nihongo|'''Xemnas'''|ゼムナス|Zemunasu}} is the Nobody of ''']''' and the main antagonist of ''Kingdom Hearts II''. His name is derived from an anagram of "Ansem" with an "X", due to Xehanort taking his mentor's name prior to the discarding of his body. Like his counterpart, Xemnas seeks Kingdom Hearts's power, but he intends to use it to create a world where Kingdom Hearts' power is shared with all Nobodies to make them whole. He can manifest some sort of energy as red glowing rods called "aerial blades", use the power of ], and control the Sorcerer Nobodies.<ref name="ultimania"/> He exaggerates the emotions of rage and sorrow despite, as a Nobody, not being able to feel either. Most Organization members fear him because of his power; Vexen quickly agrees to eliminate Sora when Marluxia makes the empty threat of reporting the failure of his Riku Replica to Xemnas.<ref>'''Marluxia:''' In the name of the Organization, I pronounce your project a failure. This lapse must be reported to the Superior. / '''Vexen:''' No… Please, don't! I beg of you! Leave him out of this! / '''Marluxia:''' I will, under one condition. / '''Vexen:''' What condition? / '''Marluxia:''' You must eliminate Sora personally. / '''Vexen:''' Eliminate him?! / '''Marluxia:''' You refuse? / '''Vexen:''' No…I mean…but…Why would you want that? / '''Marluxia:''' Just do it. {{cite video game|title=Kingdom Hearts: Chain of Memories|developer=Square Enix|publisher=Square Enix|date=2004-12-07 |platform=Game Boy Advance |language=English}}</ref>

He is the man who fought ] in the ] version of the original ''Kingdom Hearts'' at Hollow Bastion to test Sora, though his identity was not revealed at that time. In ''Kingdom Hearts II'', he first appears talking to Roxas on a dark beach. Later, he makes an appearance in front of Sora at the Radiant Garden along with his fellow members. Xemnas then later reappears at the Radiant Garden when the enormous Heartless army attacks, and the player sees his face for the first time.

Xemnas is confronted by Sora again in the World That Never Was when ] attempts to contain Kingdom Hearts' power. They talk, and Xemnas reveals that he is trying to build a new empire one heart at a time, and he thanks his former master for this, stating that Ansem the Wise is "the source of all Heartless." DiZ, however, claims that Xemnas has learned nothing, and that is why his plot will ultimately fail. DiZ's machine explodes, leaving a huge hole in Kingdom Hearts which triggers many of the hearts to rain down and become Heartless, hindering Xemnas' plans. However, Xemnas uses what was left of Kingdom Hearts' power, taking on a new form to fight Sora and company. Though he was thought to be defeated, Xemnas manages to separate Sora and Riku from the others to fight them. During this battle, Xemnas tries to turn Sora and Riku against each other, asking Sora if ] is trustworthy, and asking Riku if he isn't jealous of Sora. His efforts fail, and the two friends defeat Xemnas, who then fades back into darkness.

Xemnas is voiced by ] in the English version of ''Kingdom Hearts II'' and by ] in the Japanese version.
{{-}}

===II. Xigbar===
]
{{nihongo|'''Xigbar''', the "Freeshooter"|『魔弾の射手』シグバール|"Madan no Ite" Shigubāru|lit. "'Magic Bullet Shooter' Xigbar"}}, is a senior member of the Organization. He controls the Sniper Nobodies that share the same affinity for sharpshooting as he does.<ref name="ultimania"/> Being a sniper by nature, Xigbar uses ]s which can be combined into a rifle-like weapon (which was removed from the English localization). As he has power over ],<ref name="ultimania"/> he can stand upside down in the air, alter the space of the battlefield, and ] himself and his bullets.

Xigbar talks a lot, and likes to insult people. He has a "laid-back" attitude and accent, and fights based on instinct. He initially appears before Sora at Hollow Bastion near the beginning of the game to taunt Sora, though he never takes off his hood, and compares him to Roxas out of the glare he got from Sora, commenting "That's RIGHT, he used to give me that same exact look." Later, Xigbar appears at The Land of Dragons to transform one of the world's sacred dragons into a Heartless. He succeeds, but Riku travels to the world to warn the Emperor about the dragon. Sora sees Xigbar and, due to his hooded appearance, confuses him with Riku, whom he had met earlier. Xigbar escapes, but not before summoning his Sniper Nobodies. He confronts Sora again at the World That Never Was and calls him Roxas, confusing the Keyblade master. Xigbar fights Sora and is defeated. His original self was {{nihongo|'''Braig'''|ブライグ|Buraigu|extra=mistranslated as '''Bleig''' in the North American version }}.

Xigbar is voiced by ] in the English version of ''Kingdom Hearts II'' and ] in the Japanese version.
{{-}}

===III. Xaldin===
]
{{nihongo|'''Xaldin''', the "Whirlwind Lancer"|『旋風の六槍』ザルディン|"Senpū no Roku Yari" Zarudin|lit. "'Whirlwind of Six Lances' Xaldin"}}, wields six<!--OFFICIAL SOURCES LIST XALDIN'S WEAPONS AS LANCES. DO NOT CHANGE IT--> ], and uses ].<ref name="ultimania"/> With his powers, he can shield himself with wind or even transform his lances into a dragon that can blast his opponents with whirlwinds. He also controls the Dragoon Nobodies who all wield spears much like his own.<ref name="ultimania"/>

Xaldin confronts Sora in ] Castle when he manipulates the Beast's rage by various means so that a powerful Nobody and Heartless could be created from the Beast, forcing Beast to turn on those he cares about. But Sora's interference with his plan forces Xaldin to take more drastic measures: stealing the mystical rose to temper Beast's rage. Sora and Beast find him, and he reveals to them that the Organization needs Kingdom Hearts to once again become complete beings. He then escapes to kidnap ]. Sora and Beast run to the castle bridge, where Xaldin waits and forces Beast to make the ultimate decision: whether Belle or the rose is more important to him. The plan fails when Belle gets away with the rose in hand and Xaldin's impulsive actions led to his downfall against Sora. His original self was {{nihongo|'''Dilan'''|ディラン|Diran|extra=mistranslated as '''Dilin''' in the North American version}}.

Xaldin is voiced by ] in the English version of ''Kingdom Hearts II'' and ] in the Japanese version.
{{-}}

===IV. Vexen===
]
{{nihongo|'''Vexen''', the "Chilly Academic"|『いてつく学究』ヴィクセン|"Itetsuku Gakkyū" Vikusen}}, is the research scientist of the group and loves to study the secrets of the heart. He is often very ] in his behavior. Vexen is ranked higher than the others in ''Chain of Memories''. He can control ] and carries a large ] in battle that blocks any frontal attacks made against him.<ref name="ultimania"/> His fighting style typically revolves around hindering Sora's movement, and when he is fought in Twilight Town, his attacks include sending icicles to chase Sora, creating slippery frozen puddles on the ground and freezing Sora in a block of ice.

In ''Chain of Memories'', he sides with Zexion and Lexaeus to prevent Marluxia from using Sora to overthrow the Organization. He first battles ] in order to gather data to create a replica of him. However, Vexen cares nothing for his "experiment" and allows ] to manipulate the ]'s memories against his wishes. When he encounters ], Vexen says that he came to collect his "debt" and provokes Sora's anger by making him believe that he controlled Riku rather than created a replica. After their battle, Vexen gives Sora the card to Twilight Town with the intention of revealing something important to the boy. Marluxia considers him a traitor as a result and sends Axel to kill him, suspecting that he will reveal the existence of Roxas to Sora.

In Twilight Town, Vexen attempts to reveal to Sora why he feels as though he has been to Twilight Town despite being fairly certain that he had never been there. Sora and Vexen battle again after Vexen tells Sora to throw away his memories and listen to his heart. After being defeated, Vexen sees Sora as a true threat; even after being weakened by false memories, Sora remained very strong. Just as Vexen is about to reveal to Sora Marluxia's plot to use him and Roxas' presence, Vexen is struck from behind by one of Axel's chakrams. Despite pleading for mercy, Axel lays the deathblow to Vexen, telling him, "Now you can be nothing instead of just being nobody." His original self was {{nihongo|'''Even'''|エヴェン}}, and he was interested in studying Xehanort's memories.

In the ''Chain of Memories'' manga, Vexen is portrayed as a buffoonish character, constantly upset with the lack of respect he receives from the younger members. He is in association with Lexaeus and Zexion in the underground of Castle Oblivion, all three switching mundane chores such as "cooking", "comms" and "patrol". He produces a set of Vexen Replicas that leave Castle Oblivion along with the Riku Replica in a humorous '']'' short.<ref name="CoM manga1">{{Citation| last =Amano| first =Shiro| author-link =Shiro Amano| title =Kingdom Hearts Chain of Memories| place=Los Angeles| publisher =TOKYOPOP| year =2006| volume =1| isbn = 1-59816-637-9}}</ref><ref name="CoM manga2">{{Citation| last =Amano| first =Shiro| author-link =| title =Kingdom Hearts Chain of Memories| place=Los Angeles| publisher =TOKYOPOP| year =2007| volume =2| isbn = 978-1-59816-638-5}}</ref>

Vexen is voiced by Tatsuya Kando in ''Kingdom Hearts: Chain of Memories''.
{{-}}

===V. Lexaeus===
]
{{nihongo|'''Lexaeus''', the "Silent Hero"|『静かなる豪傑』レクセウス|"Shizuka naru Gōketsu" Rekuseusu}}, is a well-built fighter in Organization XIII's ranks. Lexaeus is one of the two members of the Organization in ''Kingdom Hearts: Chain of Memories'' that appear in ]'s story only. He employs a large ] and ] in battle, throwing his tomahawk, breaking rocks and shaking the arena itself.<ref name="ultimania"/>

Lexaeus, along with Vexen and Zexion, are older members of the Organization who are less than pleased when they are forced to submit to the will of newcomers like Marluxia. When they realize the Lord of Castle Oblivion plans to overthrow the Organization by capturing and manipulating Sora, Lexaeus and Zexion decide to capture Riku and use him in the same fashion to counter Marluxia.

Lexaeus seems to keep an eye on events unfolding in the higher floors of Castle Oblivion and he is the one that informs Zexion that Axel has killed Vexen. When it became dangerously apparent that Sora might fall into Marluxia's grasp, Lexaeus confronts Riku directly, trying to convince him to open himself up to the power of the darkness in his heart. Riku refuses to give in and Lexaeus attacks him. In a very close battle, Riku manages to defeat the warrior, but with his last bits of strength, Lexaeus releases all of the darkness within him in hopes of overwhelming and consuming Riku. However, ] protects Riku from the part of Xehanort's Heartless in his heart. His original self was {{nihongo|<!--

No, "Aeleus" is not an incorrect spelling; it was established in the PAL version. "Elaeus" is outdated fanon.

-->'''Aeleus'''|エレウス|Ereusu|extra=mistranslated as '''Eleus''' in the North American version}}.

In the ''Chain of Memories'' ], Lexaeus is seen fiddling with puzzles and reading manga. He is in association with Vexen and Zexion in the underground of Castle Oblivion, all three switching mundane chores such as "cooking", "comms" and "patrol".<ref name="CoM manga1"/><ref name="CoM manga2"/>
Lexaeus is voiced by Tatsuya Kando in ''Kingdom Hearts: Chain of Memories''.
{{-}}

===VI. Zexion===
]
{{nihongo|'''Zexion''', the "Cloaked Schemer"|『影歩む策士』ゼクシオン|"Kage Ayumu Sakushi" Zekushion|lit. "'Shadow-walking Schemer' Zexion"}}, is a manipulator by nature. Appearing in ''Chain of Memories'', his talents lie outside of battle.

He is one of two Organization members who appear only in Riku's story. He has the ability to identify individuals by their scent and is able to sense when they die by noticing their scents fading, and seems to be able to do so from great distances. His power is over ], allowing him to mimic and wield others' weapons, disguise himself as others and create duplicates of himself.<ref>{{cite journal| quotes =no| author = | date = | year = 2006| month = December| title = Famitsū| journal = | volume = | issue = | pages = 19| doi = | id = | url = | language = Japanese| format = | accessdate =}}</ref> <!--



Hey, "His weapon is a book!" anons! Please read this sentence. Thanks!



-->His weapon is a book.<!--



Hey, "His weapon is a book!" anons! Please read this sentence. Thanks!



--> With it, he is able to perform attacks such as sending out a flurry of pages to attack the opponent, or trapping them within the pages. Before '']'', Zexion's weapon and powers were unknown, as Nomura wanted an air of mystery to surround them, to the point that the weapon panel for Zexion in the World That Never Was that would show what he utilizes is completely destroyed.

Zexion informs Vexen and Lexaeus when he senses two new scents in the lowest basement of Castle Oblivion. One of the scents is ], and he senses that she is eliminated by the other visitor, one with a scent "exactly similar" to that of Xemnas (referred to as the Superior). With little information on what was happening, he and the others decide to await development. Not long after, he identifies the other guest in the castle: Riku. He observes the boy's progress through Castle Oblivion until Vexen's death, when he and Lexaeus decide that they should use Riku just as they believe Marluxia will use Sora.

After Larxene, Lexaeus, and even Marluxia are killed, Zexion sees that Riku is no longer needed and attempts to destroy Riku himself. He does not plan to use brute force, though, partly because of personal preference, and partly because Riku already defeated Lexaeus, one of the stronger Organization members. He leads Riku into a manifestation of Destiny Islands, Sora and Riku's home, in which Riku sees his friends disappear without saying a word. Zexion appears and wages psychological war on Riku, telling him about how he threw away his friends and his home, opened the door to darkness, and destroyed his islands.

Following Riku's battle with a large ], Zexion uses his power to disguise himself as Sora and attacks him, telling him that he's become nothing more than a pawn of the darkness. He engulfs Riku in light, but a vision of Kairi (who is actually Naminé in disguise) manages to convince Riku to shed his fear of the darkness and accept both it and the light. With newfound strength, Riku follows Zexion's dark scent through the light and strikes him, but Zexion escapes. His escape is short-lived, however, as Axel brings the ] down to him and convinces the replica that he can become real by gaining power that the real Riku does not have. The replica agrees, and per Axel's suggestion, kills Zexion.

In the ''Chain of Memories'' manga, Zexion is frequently seen preparing foods. He is in association with Vexen and Lexaeus in the underground of Castle Oblivion, all three switching mundane chores such as "cooking", "comms" and "patrol", with Zexion taking on less work than the other two. Zexion is killed in his confrontation with Riku.<ref name="CoM manga1"/><ref name="CoM manga2"/>

His original self was ]'s youngest lab assistant, {{nihongo|'''Ienzo'''|イエンツォ|Ientso}}. He was the one that convinced Ansem the Wise that they should build an underground lab for research.
{{-}}

===VII. Saïx===
]
{{nihongo|'''Saïx''', the "Luna Diviner"|『月に舞う魔人』サイクス|"Gatsu ni Mau Maijin" Saikusu|lit. "'Demon Man Dancing in the Moon' Saix"}}, wields a ]. His power is derived from ]; his fighting style is a play on the ] and he is somewhat ] in nature. The Berserker Nobodies, who wield weapons much like his own, are attributed to him.<ref name="ultimania"/> He has an X-shaped scar on his forehead.

Despite his rank, Saïx is respected as if he were second in command. He is a calm and collected man who shows no emotion, belying his extensively cruel nature. Axel has a clear dislike of him. Saïx becomes the one to brand Axel as a traitor to the group for attempting to derail the Organization's plans for Sora. It is Saïx who captures Kairi after she escapes from Axel and decides to use this to his advantage. After Sora defeated the Heartless army at Hollow Bastion, Saïx appears and summons even more Heartless for Sora to defeat. ] attempts to use her own Heartless to battle Saïx, but his Dusks quickly dispatch them.

Later, at the World That Never Was, when Naminé helps Kairi escape, Saïx appears to deal with the two, but is stopped by Riku in the guise of Xehanort's Heartless. However, Saïx escaped before any permanent damage could be done. Once Kingdom Hearts neared completion, Xemnas gives him permission to destroy Sora and his friends, and Saïx appears quite happy to be allowed to do so. Despite appearing calm, Saïx shows his true beast-like nature when he fights Sora in the World That Never Was, going into a ] state by absorbing the moonlight from Kingdom Hearts. After Sora defeats him, he becomes mortally wounded and dies while pining for Kingdom Hearts to give him his heart.

Saïx is voiced by ] in the English version of ''Kingdom Hearts II'' and Ginpei Sato in the Japanese version.
{{-}}

===VIII. Axel===
]
{{nihongo|'''Axel''', "Flurry of Dancing Flames"|『おどる火の風』アクセル|"Odoru Hi no Kaze" Akuseru}}, utilizes a pair of ], as well as ] with the Assassin Nobodies under his control.<ref name="ultimania"/> Axel is a strong fighter, and can create walls of fire or fling his weapons to execute lethal attacks. He is a skilled manipulator and one never quite knows whose side he is really on.

====''Kingdom Hearts: Chain of Memories''====
Working as a double agent in Castle Oblivion, Axel pretends to join with Larxene and Marluxia in their plan to seize control of the Organization using Sora. To gain their trust, he assassinates Vexen when ordered by Marluxia to rid them of "traitors." Afterwards, in order to derail Marluxia's plans, Axel sets ] free so that she can reveal to Sora the truth about how she manipulated his memory.

Eventually, Axel confronts Marluxia, prepared to destroy him by reminding him of the order to wipe out traitors of the Organization. Marluxia uses Naminé as a shield to keep Axel at bay, though Axel resolves to go through anyone, even Naminé, in order to kill Marluxia. When Sora makes a sudden appearance, Marluxia vanishes with Naminé, leaving Sora to fight Axel. Axel, specializing in ranged attacks, is able to throw and strike with his chakrams, create a fire wall, and, when faced for the second time, turn his chakrams into fireballs that can seek out Sora. Sora defeats Axel, after which he states the existence of their relation before vanishing, letting Sora believe him to be gone for good. After Marluxia is defeated by Sora, Axel enlists the aid of the ] that Vexen created to get rid of Zexion in Castle Oblivion's basement levels so it could fight the real Riku.

Throughout both the main storyline and "Reverse/Rebirth," Axel seemingly inadvertently refers to himself, Vexen, and Naminé as "nobodies." The significance of these comments is only evident in ''Kingdom Hearts II''.

====''Kingdom Hearts II''====
Axel's role and motives are fully revealed in ''Kingdom Hearts II''. His actions revolve around Roxas, whom Axel sees as a dear friend. He attempts to personally bring Roxas back into the Organization by force. Axel knew that Roxas would fuse and complete Sora if they both met and Roxas would thus no longer exist as an individual. When Axel fails to stop Roxas from joining Sora, Axel turns his back on the Organization to further his own plans. Outside of Organization orders, he kidnaps Kairi with intent on using her to bring Sora to him. However, Saïx stole her away from him so that the Organization could use her to fuel Sora's anger. During the second visit to Twilight Town, Saïx warns Sora that Axel will stop at nothing to turn him into a Heartless, as Axel's reason for his betrayal was only to see Roxas again. Axel reappears after the Heartless invasion of Hollow Bastion in front of Sora, and informs Sora that Organization XIII has been manipulating him the whole time. He then apologizes for getting Kairi involved. Before he can explain what happened to her, Saїx appears and he promptly escapes.

Axel, whose loyalty to Roxas lives on, finds Sora in a pathway to the World That Never Was and chooses to fight on his side rather than against him. When he and Sora are attacked by a countless number of Nobodies, he performs a ] attack and sacrifices himself to save Sora. While slowly fading away, Axel apologizes for what he did to Kairi and asks Sora to rescue her. When Sora asked Axel what he was trying to do, he admits he only wanted to see Roxas, who made him feel like he had a heart. Axel also comments on how Sora also gave him the same feeling. With the last of his strength, Axel opens a corridor of darkness to the World That Never Was and finally disappears.

Axel is voiced by ] in both ''Kingdom Hearts: Chain of Memories'' and the Japanese version of ''Kingdom Hearts II'', while he is voiced by ] in the English version of ''Kingdom Hearts II''.

===IX. Demyx===
]
A blond fighting musician, {{nihongo|'''Demyx''', the "Melodious Nocturne"|『夜想のしらべ』デミックス|"Yasō no Shirabe" Demikkusu}}, uses a ] shaped like the Organization's symbol as his weapon and controls the Dancer Nobodies.<ref name="ultimania"/> He does not enjoy fighting, but can control ]<ref name="ultimania"/> with his sitar to replicate himself and to execute powerful and intimidating attacks such as creating large water bubbles and geysers. He appears to be one of the younger members of the Organization.

Demyx first appears in the ], where he is confronted by Sora for stealing the Olympus Stone, an object that protects the bearer from the restrictive effects of the Underworld. Demyx seems not to take his mission seriously at first, joking around with Sora and complaining that his superiors had mistakenly chosen him to carry them out, as he claims he is a poor fighter. He also confuses Sora with Roxas, having been given orders by his superiors to "liberate" Sora's true disposition with aggression. He fights Sora with the use of his water clones, not taking the young Keyblade master seriously at the time and leaves after losing. The two soon cross paths again at Hollow Bastion during the massive Heartless attack. Upon being reminded that he is a Nobody, and therefore has no heart, thus little, if any, actual emotion, Demyx commands the "traitor" to be silent, and unleashes his full power. Unfortunately for Demyx, it was his last performance as Sora defeated and killed him.

Demyx is voiced by ] in the English version of ''Kingdom Hearts II'' and ] in the Japanese version.
{{-}}

===X. Luxord===
]
{{nihongo|'''Luxord''', the "Gambler of Fate"|『運命を賭す者』ルクソード|"Unmei o Tosu Mono" Rukusōdo}} has his life is permeated by gambling. He loves to gamble and sees battle as just another form of it.<ref name="ultimania"/> Like Zexion, he is more a strategist than a powerful fighter. Described by Jiminy Cricket as 'a master of rhetoric', Luxord speaks with a pronounced English accent, and uses his eloquent words to confuse and intimidate his opponents. He uses a deck of ]s that change size, and ]. He is in control of the Gambler Nobodies.<ref name="ultimania"/> He is also capable of transforming his foes into dice or cards, greatly reducing their abilities in this form and setting a time limit for battle.

Luxord appears at ], where he revives the curse of the Aztec gold, and the cursed pirate nuisance along with it. Luxord makes use of the opportunity to scout the powerful Grim Reaper Heartless and the gold's curse to ascertain as to whether or not they would be useful to the Organization in terms of Sora's part in their plan and making Port Royal's people assist in it as Heartless. For amusement, he has his Gambler Nobodies steal four of the Aztec medallions while having Grim Reaper curse ], resulting in a "scavenger hunt game" to get the medallions back. Sora defeats Grim Reaper in order to free Jack from his curse and Luxord collects the forthcoming heart before escaping without fighting Sora and his party himself. Later, at the World That Never Was, Luxord appears before Sora and traps his companions in his playing cards, leaving Sora to fight alone in a battle against time. He has the ability to transform Sora into a card or a <!-- Die is the singular form of the word. -->die<!-- Die is the singular form of the word. --> similarly to that of the Gambler Nobodies. In his final gamble, he raises his cards to defend himself from Sora's final strike, but in vain. Luxord fades back into darkness, unable to comprehend how "Roxas" could do something like that.

Luxord is voiced by ] in the English version of ''Kingdom Hearts II'' and by ] in the Japanese version.
{{-}}

===XI. Marluxia===
]A relative newcomer to the Organization, {{nihongo|'''Marluxia''', the "Graceful Assassin"|『優雅なる凶刀』マールーシャ|"Yūga naru Kyō Gatana" Mārūsha|lit. "'Graceful Assassin's Blade' Marluxia"}}, is lord of Castle Oblivion and the main antagonist of ''Chain of Memories''. In battle, he wields a ] and his association with ]s. His abilities in battle are impressive and can summon crescent waves from his scythe and create large amounts of flower petals to strike his enemies.

Along with Larxene, Marluxia conspires to overthrow the Organization by using ] to manipulate Sora's memories. He is the first member of the Organization to battle with Sora in Castle Oblivion after luring Sora into his domain, though the fight is nothing more than a test of Sora's strength. He gives Sora his first set of world cards to proceed through the castle.

He declares Vexen's replica of Riku a failure and threatens to tell Xemnas about it. The intimidation tactic is effective and Vexen reluctantly agrees to Marluxia's order to kill Sora. Axel remarks that Vexen would kill Sora, thus rendering their plans useless, but Marluxia is confident Vexen will fail. He assigns Axel to eliminate Vexen when the latter fails to kill Sora and almost tells Sora about Roxas.

Upon Axel's return, Marluxia extends his trust to Axel as he has done with Larxene. However, Axel betrays them and convinces Naminé to do what she thinks is right. Larxene fails to kill Sora and was eliminated as well. Marluxia recaptures Naminé and is confronted by Axel, who accuses Marluxia and Larxene of being traitors for conspiring against the Organization. Axel attempts to kill Marluxia, however, Marluxia returns to the thirteenth floor with Naminé, tricking Sora into fighting Axel for him.

Seeing that Axel has been defeated, Marluxia anticipates Sora's arrival on the thirteenth floor. He orders Naminé to erase Sora's memories, but she refuses. When Marluxia implies that he will kill her for disobeying him, Sora demands that Naminé erase his memories for her safety, as his promise will remain and he can protect her. Marluxia says that Sora would become just like the Riku Replica, but the ] surprises Marluxia, who then engages Sora. The two fight, only for Sora to realize he has been fighting a replica of Marluxia; he enters a door to a dark, starry realm to begin the final showdown. The real Marluxia, in his Marluxia Redux form, atop a machine that has some of his abilities, confronts Sora and the final battle ensues. Marluxia, like the other members of the Organization, is killed, and Sora seals the door with his Keyblade.

In the ''Chain of Memories'' ], Marluxia is constantly surrounded with floating flower petals, and shows greater control over plants, possessing a rose garden that snares Naminé and traps Donald and Goofy in large ]s in the climax of the plot. Sora defeats Marluxia without him resorting to a second form.<ref name="CoM manga1"/><ref name="CoM manga2"/>

Marluxia is voiced by Tatsuya Kando in ''Kingdom Hearts: Chain of Memories''.
{{-}}

===XII. Larxene===
]
The only female member, {{nihongo|'''Larxene''', the "Savage Nymph"|『非情の妖姫』ラクシーヌ|"Hijō no Yōki" Rakushīnu}} conspires with Marluxia to overthrow Organization XIII by using Sora to achieve their ends. An arrogant ] by nature, she is abrasive and uncaring for the feelings of others and tries to make people suffer though mindgames and acts of violence. She gets along well with Axel. Larxene uses ] to fight and wields<!--OFFICIAL SOURCES LIST LARXENE'S WEAPONS AS KNIVES. DO NOT CHANGE IT--> ] held between her fingers and thrown as her weapons.<ref name="ultimania"/> Compared to the other members, she is incredibly agile and can call forth bolts of lightning in battle.

In her first encounter with Sora, she kicks Marluxia's plans into high gear when she attacks Sora, causing him to see his lucky charm, which Naminé has turned into a shape of a star different from Kairi's. After the battle, Larxene mocks Sora, claiming he's trying to "play" the hero. The trust Marluxia and Larxene place in Axel proves to be a mistake when he derails their plans by setting Naminé free. Naminé reveals to Sora that the Organization has been using him since he stepped into Castle Oblivion. Larxene appears to Sora, after he fought the ] for the fourth time, planning to destroy them all. Again, Larxene mocks Sora for "chaining" himself to false memories of Naminé and the "promise" he made to her. To add injury to insult, she abuses Naminé by violently pushing her to the ground knocking her out. This cruel act proves fatal, as her taunting delays her finishing Sora off long enough for Donald and Goofy to return to Sora's aid, and, with Sora's anger aroused, <!-- LARXENE DIES,ACCEPT IT. STOP CHANGING IT -->the three of them fight and kill Larxene, leaving only Marluxia to contend with.

In the ''Chain of Memories'' manga, Larxene is portrayed as very energetic and enjoys making fun of others, mentioning that she hates both children and idiots. She is seen in one comic scene of the manga eating take-out and drinking with Marluxia, in their premature celebration of their anticipation to Kingdom Hearts. After Axel's betrayal of the Organization, she meets Sora, who is with Naminé and the Riku Replica. After Naminé accidentally stops the Riku Replica from hurting Sora, she taunts Naminé, telling her that she broke the Replica's heart. She continues hurting Naminé by calling attention to Naminé's loneliness and lack of friends, rousing Sora's anger. She is defeated by Sora when he, Donald, and Goofy use a special attack using fire and ice to create a sprinkler. Larxene exclaims that she can't get wet, and explodes supposedly from the combination of her lightning attack and the water shower.

Larxene is voiced by Rieko Katayama in ''Kingdom Hearts: Chain of Memories''.
{{-}}

===XIII. Roxas===
]
The youngest and newest member of the Organization, {{nihongo|'''Roxas''', the "Key of Destiny"|『めぐりあう鍵』ロクサス|"Meguriau Kagi" Rokusasu}}, is "born" when ] becomes a Heartless in ''Kingdom Hearts''. However, due to a combination of Sora's short time as a Heartless and Kairi's heart causing Sora's revival, Roxas has no memory of being Sora. He wields two Keyblades (Oathkeeper and Oblivion) and has control over ] and the Samurai Nobodies.<ref name="ultimania"/> His name is an anagram of "Sora" with an "x" added.

Roxas' first appearance is in the Special Secret Movie "Another side, Another story…" that is unlockable if the player accomplishes certain tasks in ''Kingdom Hearts''; he was the first Organization member to be revealed. He later appears in an additional video, "Another Side, Another Story ", for '']''. When pre-release screenshots and video showed this character without an Organization coat, he was featured prominently, emphasizing his importance to the future game's plot. He is referred to as <!--

READ THIS:

"Misterious Boy" is exactly how it appeared in Kingdom Hearts Series α Ultimania ~Introduction of Kingdom Hearts II~ as seen in http://www.kh-2.net/image.php?image=newimages/ulta/Ultimania%20Alpha1.JPG

THERE WAS NO Y IN "MISTERIOUS". THIS MAY BE A TYPO, BUT SINCE IT IS THE ONLY SOURCE REFERRING TO ROXAS THAT WAY, IT MUST BE SPELLED WITH AN I.

DO NOT CHANGE IT.

-->{{nihongo|'''Misterious Boy''' ]'']|謎の少年|Nazo no Shōnen}} in ''Kingdom Hearts Series α Ultimania ~Introduction of Kingdom Hearts II~''.

He is voiced by ] in the English version of ''Kingdom Hearts II'' and ] in the Japanese version.

====Story====
]
During Roxas' time in the Organization, he and Axel became best friends, but because Roxas had no prior memories of his life before and had many questions as to why he was chosen as a Keybearer, Roxas deserted to find answers the Organization was unable or unwilling to give.

Riku, motivated by his desire to help Sora regain his memories and awaken, confronted Roxas in the World that Never Was. Roxas was victorious in the first encounter; after Riku changed his form to take possession of the power of darkness, Roxas was defeated. Riku took him to DiZ who placed Roxas in a ] Twilight Town created within Sora's memories without any memory of the Organization and with a fabricated identity to throw off his pursuers. But while Naminé restored Sora's memories as DiZ wished, Roxas is affected by seeing his other self's memories in dreams. As a result of DiZ's scheme, Roxas lived a normal life in a simulated Twilight Town until his past came back to haunt him when Axel infiltrated the simulated town to save him from DiZ.

Despite Axel's attempts to stop him and the reclamation of his memories as the thirteenth member of the Organization, Roxas merged with Sora in the beginning of the game as part of DiZ's plan of revenge to use a "complete" Sora to fight the rest of the Organization. However, he appeared two more times near the end of the game in the World That Never Was. The first was a confrontation with Sora that led to a one-on-one fight. The fight is never fully explained and is left open for interpretation. Roxas appears once again with Naminé before Kairi enters the corridor of darkness back to Destiny Islands. He and Naminé imply that they will not fade but live on within Sora and Kairi as both a part of them and as their own separate beings, as seen in the ending cinematic when they smile at each other through their other selves.

== References ==
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{{Kingdom Hearts series}}

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