Sora enters the Nightmare before Christmas world and encounters Jack Skellington, he explains that Heartless have appeared following Dr. Finkelstein’s potion, meant to restore “true memories.” The potion was stolen by Oogie Boogie, who intends to use it for his own dark purposes. Sora battles Oogie, who overwhelmed by the potion's effect, fights back through challenge and fear. The battle takes place on a roulette like platform. Oogie throws dice that can summon Heartless, saws, blades, or explode, after damage is dealt, Oogie becomes fused with his lair, forming a massive version of himself. Sora defeats him and the manor collapses, upon defeating Oogie and collapsing his manor, the memory-world resolves. Jack expresses out loud about memories and fear.