The Second District is infested with a variety of Heartless. Notable locations include the Gizmo Shop; a bell on the roof can eventually be rung 3 times to reveal the world's keyhole. The Dalmatian's House is also nearby, down a narrow back alley which also leads to the Back Alley. The Hotel on the west side of the District is often invaded by Heartless, but can be entered through the Lobby; in addition, the Red Room and Green Room.

The Third District is a plaza also overrun with Heartless, but is the smallest of the three main districts. Notable areas is the Vacant House next to the Second District's door, where Leon and his crew eventually claim as the Small House, their headquarters. The most notable feature in this district is the golden fountain of Lady and the Tramp. In another corner, a short alley leads to a door with a flame on it that goes to the Mystical House, and in turn the Magician's Study, where Merlin and the Fairy Godmother take up residence. The book that serves as the entrance to the 100 Acre Wood can also be found in the study. Casting Thunder on the exposed cable wire raises the platforms in the Second District Gizmo Shop. Finally, a keyhole next to the giant door to First District can also be found and unlocked for faster access to that area.