Axel enters into the anti-Organization group, with Larxene and Marluxia, so that he can have the upper hand in the Organization and know everything. Larxene and Marluxia take control of a witch named Namine who is able to rearrange Sora's memories and thoughts within a sketch-book. Axel plays into it for awhile, acting like he is enjoying what they are doing to Sora and Namine. He tells Larxene that they should "see how far our boy will go," urging to push him deeper and deeper into the castle. The only odd part about it is that he doesn't want anything bad to happen to Sora, and he warns Larxene multiple times to keep him in one piece. This foreshadows the fact that he does not want Sora to become a puppet to Marluxia.

On Floor 9, a cut scene happens where Axel tells Namine that he knows exactly how she feels, but makes it into a joke because Nobodies can not actually feel anything, and therefore are never going to be "somebodies." He gets serious for a moment and tells Namine to think, because he is "sure there's SOMETHING [she] could do..." to save Sora and change the fate that he is in. He doesn't have much time to speak to her alone, so the conversation ends there, showing that Axel has a soft spot for Namine and more importantly, Sora.

When Marluxia tells Vexen to eliminate Sora, he makes fun of Namine and tells her that her "hero is soon to be wiped from existence," even though he made a promise to her he would be safe. He asks her what she is to do, but she doesn't respond. Axel watches closes as the have a conversation, but quickly leaves to kill Vexen. Axel only does this because he does not want Sora to die, and he needs to stay on the upper hand with Marluxia and Larxene.

Larxene explains to Axel that they are using Namine to lure in Sora. The only way to do that is by giving him what he wants, aka her. Marluxia tells Namine to be happy because her "hero [she's] longed for is nearly here." Marluxia tells her that all she has to do is layer the memories and bring his heart closer to her. After Larxene and Marluxia leave, Namine talks to herself, whispering "Sora... Even if you come for me - what then?" Axel walks over to Namine and tells her that she is all Sora has left, and if she does not try to stop it, no one else will. Namine comments on how it is too late now to do anything. Axel tells Namine to have hope and not to give up yet, and asks her if she sees Marluxia around anywhere. Namine looks startled and asks Axel what he is trying to do. Axel tells her that there is "no one here to stop [her]. Do it right." Namine smiles at him and runs off, escaping from the room. Axel smiles to himself, realizing that there is about to be a brawl. He is ready to see the show.

While Marluxia and Axel are battling, Namine appears between them and Marluxia puts his hand on her shoulder, using her as a shield. Axel yells, "What kind of game is this? You think cowering behind Namine will stop me? Think again. Your little mascot can keep you company in the void. Farewell, Marluxia." Sora runs in and hears this, making him fight Axel. This allows Marluxia and Namine to escape.
You're all he's got left. If you don't stop this, no one will.

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