Right from the start Larxene is constantly poking fun at every character she comes across, including Axel. She comments on how it's a bit weird how intrigued Axel is with Sora. When Axel asks her if she is intrigued with him as well, but she only seems interested in knowing what's on Axel's mind. Axel and Larxene spend their time discussing what it is like to be a nobody, how fascinating it is that Sora kept all of his feelings even when he was turned into a Heartless, and how fascinating the heart truly is.

Axel joins forces with Larxene and Marluxia, scheming to take Sora's memories and change them into new ones with the help of Namine, a witch. Larxene comments on how she wants a chance to "play" with Sora. Axel reminds her that it is their job "to deliver him in one piece," causing Larxene to laugh. She says that she won't break him, and that she is still able to have her own way with him first. When Axel reiterates how Larxene cannot "break him," she says "Do I detect a soft spot?" Axel gets a bit annoyed at Larxene's teasing, and just states that Sora is basically one of them. Larxene promises that she won't "break the toy, just play with it," letting go of the argument slowly. Axel states "Sora is the key. We need him if we're going to take the Organization," which puts a smile on Larxene's face. Larxene comments back saying, "So you're in on it, too? Well, keep it under your hood until the time is right," as she disappears. Axel, gaining the trust of Larxene here, states to himself, "You would have been wise to do the same, Larxene." This is important because Axel was able to get Larxene to admit to him that she was going to go against the Organization, without Axel ever saying what he was doing.

After Larxene loses her battle with Sora, Vexen comes in and starts to really annoy her. Vexen says the he wants to use his "toy" against Sora, which is Riku Replica. Once Rike Replica fails, Larxene makes fun of his research and him as a scientist in general. Marluxia and Larxene both threaten Vexen, stating how "treason is a CAPITAL crime" against the Organization. Larxene realizes that Vexen has gone crazy, and asks Axel for his thought and input before she asks Marluxia. Marluxia butts in and tells Axel to "rid the traitor," aka eliminate Vexen. Once Axel murders Vexen, Larxene congratulates and applauds Axel for his good work on "ridding the blabbermouth." Axel asks if they used Vexen to test Sora of his strength, and Larxene says that they used Vexen to test Axel's as well. Larxene tells Axel that they are impressed with him because he was willing to take out a fellow member of the Organization. She laughs and says that Axel "can join the big leagues now," and states that "with the three of us, taking over the Organization will be child's play." Axel never really agrees with anyone's comments, but rather asks small questions to gather information.

Axel sets Namine free, knowing that Larxene will go after her. Larxene is destroyed by Sora, which was all part of Axel's plan to go against the traitors.

But unlocking its secrets is the whole reason we, the Organization, exist.

b a c k   .   c l e a r   .   f o r w a r d