In Kingdom Hearts 3D: Dream Drop Distance, Sora and Riku obtain Counterpoint after completing Symphony of Sorcery. Counterpoint has high Strength and even higher Magic, making the Keyblade useful for both attacking physically and using magic. Counterpoint also has a good reach and makes it easier to perform Reality Shifts.
In all of the Keyblade's incarnations, the blade is made of a multicolored "fountain" that holds up a treble clef topped with Yen Sid's hat, forming the teeth. The guard takes a curved shape similar to that of a lyre or cello, with the handle being a single "string" at the center. Its base form in Union χ has a golden guard, the blade is bright green, and the treble clef fades from green to blue. The hat is topped by a four-pointed star.
At +20, the guard becomes bronze while retaining its shape from the Keyblade's base form. The blade now fades from blue to cyan, and the teeth gains a sunset-like color scheme, starting purple at the bottom and fading through red to turn the top orange. The hat becomes topped with a five-pointed star rather than the four-pointed one in its base. This appearance is shared with its model in Dream Drop Distance.
+25 causes the guard to become a vibrant indigo color, gaining three stars around the middle of each side. In addition, the blade and guard are now separated by a purple attachment with a golden moon logo. The attachment has a single gold trumpet protruding from either side. In keeping with this form, the blade separates into a gold musical staff with three eighth notes on it; these notes are colored red, purple, and blue, from bottom to top. The treble clef now fades from cyan to red, going through purple to form a different sunset gradient. Finally, the hat is topped by a gold ring containing a crescent moon. By +35, the clef flashes through the colors of the rainbow, and the Keyblade gains a fuchsia-colored aura with pink, yellow and green sparkles.