When Chain of Memories begins, you can already see an anti-organization group forming with two of the members, Marluxia and Larxene, in it. Axel, trying to get on their good side, decides to hang around with them and join in on their plans. Marluxia takes control of a young witch who, Namine, who is able to rearrange and change Sora's memories. Learning of her talents, Axel decides to pair up with them. Vexen, another member of the Organization, starts to get on Marluxia's nerves, causing him to threaten that if he messes up one more time, he will basically suffer the consequences for displeasing the Organization. Marluxia gives him one more chance and orders him to eliminate Sora personally. Axel comments on how Vexen will follow all the orders that Marluxia has given him, being a huge suck up to Marluxia.

Once Vexen starts to go completely off track on what Marluxia wants him to do, Marluxia orders Axel to take care of the dirty work, telling him "You know what to do." Axel is too sarcastic and witty to accept orders, so he responds back with "No, I don't. Maybe you could spell it out for me." Marluxia, a little irritated, tells Axel to "rid [them] of [their] traitor," which excites Axel. He has no problem acting on these orders. He realizes that once his order is complete there is no way that Vexen can come back. He decides that keeping his alliance with Marluxia is the best move for him to do, so he goes for it.

Axel strikes down Vexen as he was conversing with Sora. Once Axel returns back to the anti-organization hangout, Larxene and Marluxia congratulate Axel. His loyalty now fully gains him trust and support from the two. Before they leave, they tell Namine to keep rearranging Sora's memories so that he will come running for her. Once they leave, Axel hears Namine whisper about how she feels terrible for what she is doing. Axel allows Namine to leave his sight and go attempt to fix what she's created. Once she leaves, Axel starts to laugh to himself, saying "Now THIS should be good. All the actors are in place. Now, Sora! Namine! Riku! Marluxia! Larxene! It's about time you gave me one hell of a show!" This is Axel's breaking point from the short time he paired up with Marluxia and Larxene.

Once Axel runs into Marluxia on the tenth floor, Marluxa disgustingly says "You're a fool among fools to show your face here, traitor!" Axel, being a smart-ass once again asks Marluxia what he's talking about, making it seem like he has no idea what's going on. Marluxia ignores his statements and just asks Axel why he let Namine leave when he knew she was the only one who could successfully lure Sora to being their "slave." Axel goes over what Marluxia's plan was out loud, and in the end saying "Did I get it right? 'Cause that would make YOU the traitor, Marluxia. Not me." Marluxia is extremely confused by this because Axel eliminated Vexen for him and Larxene. Axel just comments that gaining the trust of Marluxia was equivilant to "weeding a garden," meaning that he had to take care of Marluxia's need to get the outcome that he wanted. Marluxia laughs to himself because he was tricked by a double-agent. Axel ignores what Marluxia has to say, and comments on how he allows follows orders, meaning that Marluxia needed to die. Axel and Marluxia start fighting. Out of no where, Namine pops out in the middle of the fight, being pulled on by Marluxia. He uses Namine as a cover so that Axel wont strike him. Axel tells Marluxia that his "little mascot can keep you company in the void." Unforunatelly, Axel says this at the wrong time, right when Sora runs in the room. Marluxia uses this against Axel, telling Sora that Axel had every means to hurt Namine. This gives Marluxia time to escape from Axel with Namine, as Axel and Sora battle.
I believe you ordered me to "rid us of our traitors." I always follow orders, Marluxia.

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