Back in Beast's Castle, the Beast and Belle are preparing to have a ball, but the Beast seems anxious about it. They enter the ballroom, but they are stopped by Xaldin, who sends some Nobodies after them. He says that he plans to take something the Beast "holds very dear" before vanishing, and he again encourages him to let his anger consume him. After they destroy the Nobodies, the Beast rushes off to the west wing, so they follow him there.
In the west wing, they find that the rose has been stolen. The Beast breaks down and tells himself that he can't feel love, so he asks Sora and Belle to leave. Back outside, the servants explain that he has a limited amount of time to break the curse: if the last petal falls off of the rose, they will never be able to return to normal. They go back into the Beast's room to try and cheer him up, but then they spot another Absent Silhouette. This one leads them to a battle with Marluxia, which they win. After defeating him, they return to the Beast. Sora gives him a pep talk, and he decides to help them.
The group makes their way to the foyer, where they find Xaldin with the rose. When Sora asks him what Organization XIII wants, he says that they need the power of Kingdom Hearts to become complete again, which is why they need the Beast to turn both into a Heartless and a Nobody. He sends some more Nobodies after them before vanishing. After dealing with them, Xaldin reappears and heads outside, so they pursue him.
Out in the castle's courtyard, they see Belle up on the balcony. She suddenly notices the rose sitting right next to her, so she picks it up. Xaldin appears behind her and grabs her then heads for the bridge at the front of the castle. When they confront him there, he offers the Beast a cruel choice: he can either take back Belle or the rose. Thankfully, though, he doesn't have to choose: Belle jabs Xaldin with her elbow, takes the rose from him, and runs away. Xaldin then battles the four of them on top of the bridge. After a fierce fight, they manage to destroy him.
Back in the courtyard, the Beast thanks Belle for taking the rose back. After some encouragement from his friends and servants, he works up the courage to ask her to stay with him, which she gladly accepts. The two of them dance out in the courtyard, thus bringing their story to a happy end. Still, Sora's quest is far from over; he may have killed Xaldin, but there is still a long way to go, so they leave to continue looking for the rest of the Organization...
- Arc Villain: Xaldin
- Character Death: Xaldin is killed at the episode's end, leaving only six members of Organization XIII left.
- Damsel out of Distress: To save herself and the rose from a Sadistic Choice, Belle socks Xaldin in the chest with her elbow, grabs the rose, and runs off to safety.
- Despair Gambit: To drive the Beast into falling into despair and becoming a Heartless and Nobody, Xaldin takes the cursed rose from his room. It nearly works, but Sora snaps Beast out of his despair.
- Internal Reveal: It's here that Sora finds out that Organization XIII is using him to form their own Kingdom Hearts.
- Lured into a Trap: Xaldin leaves the rose on a balcony for Belle to find, then grabs her when she reveals it to Beast.
- Not His Sled: Beast and Belle don't share that ballroom dance in this continuity; Xaldin interrupts it as it starts. That said by the end of the episode Beast and Belle do share their dance, just in the courtyard instead.
- Sadistic Choice: Xaldin has both Belle and the rose in his arms, and forces Beast to make a choice between the two. Beast chooses Belle. However, Belle guts Xaldin and steals the rose while he's flinched, saving herself and Beast's hope in the process.
