A/N; So this is to be my return to Code Lyoko, as was promised long ago. This is an idea that I have had bouncing around in my head for a while, and after having just read the latest work of one resident Kittyclaw, I decided to put pen to paper as it were.

This is an AU, my first ever actually. So here we are; the date is unimportant, what matters is that we are 'twenty minutes into the future' and an evil artificial intelligence has attacked earth. I hope you enjoy my latest brain child, please R&R.

Chapter 1

Ulrich Stern looked out over the darkened sky. Broken spires and shattered buildings looked back at him, the missing windows and empty rooms seemed mournful, even accusing. Like this was his fault. Maybe it was, he didn't know. He was just a soldier. Just a soldier in war humanity couldn't win.

Around him half resting in exhaustion were his childhood friends. Still children all, they were forced to grow old fast in order to survive. Three years ago now, it went horribly wrong. The ships came from beyond the solar ring, the first signs of life anyone had ever seen, and the first thing they did was obliterate the lunar colonies. Five million people gone in an instant. Armies of mechanical monsters were disgorged into the streets, all led by an overriding artificial intelligence that called itself Xana.

Ulrich was nominally in charge of his little band, resting in the corner of the apartment they were holed up in was Yumi, dark flak armor obscuring her figure, with her hair cascading down past her neck. Even sleeping she kept her bangs tucked behind her ears, she clutched her bow tightly to her chest, the nickname Odd gave customized sniper rifle had stuck, and she refused to part with it for even a second.

Odd rested on the floor, curled up in a tight ball, the demolitions expert looked almost peaceful. Ulrich smiled; while asleep you almost couldn't tell that he was a semi crazed pyromaniac. He was actually using a bandolier of grenades as a pillow. He certainly was odd.

William served as a heavy weapons specialist, he slept sitting up against the far wall resting across his lap was broadsword, and next to that a heavy machine gun. He remained distant from the group, and with good reason. They had only known him for a short time, less than a year really. It had been Aelita's idea to bring him in.

The tiny young woman was a telekine, an extremely rare ability that enabled her to manifest incredible psychic powers at will. Out of everyone in their group, she was perhaps the most dangerous. Something that was incredibly at odds with her personality, as despite the rigors of war she alone had held onto the idealistic views they had all shared as children.

Cuddled next to her rested Jeremy. He still looked much as he had in school, awkward and glasses ridden. He was the group's combat engineer, able to work through almost any technical issue that they encountered.

They were a crack unit. One of the best there ever was, each seemed to possess an instinctive ability when it came to fighting the forces of Xana. Their code name was Lyoko; Odd had begun referring to the team as the Lyoko warriors. Ulrich thought the name was cute.

He gazed over the rubble that filled the streets searching for movement, looking for any signs of the enemy that was supposed to be all around them. The thing that was strangest of all was that there were none. They were deep in enemy territory and hadn't seen anything in three days. Almost like Xana didn't care if people snuck back into the city.

Ulrich's eyelids were getting heavier. He looked at his watch, a sturdy model that was designed to be knocked around and dropped. 3:27 it read. Very late. Or just really early depending on your point of view, he mused.

"Ulrich, did you fall asleep? It's nearly dawn."

Ulrich bolted upright, his neck aching from the strange angle it had bent to while he was sleeping. Yumi was kneeling over him, her hand on his shoulder, concern in her eyes. Behind her stood Jeremy, his laptop out and clicking away at something on it.

"Didn't mean to, sorry."

Yumi shook her head and helped him to his feet. "It's okay."

"No its not." William's voice cut through the dawn, drawing everyone's attention to him. "If you're supposed to be keeping watch, you need to keep watch. That's how they sneak up on us.

"Then you can take it last next time." Yumi snapped back, pointing an accusing finger at his chest. "You've had first for the last three days. That's just going to bed late. The rest of us have to wake up halfway through the night when we draw watch."

Aeilta stepped between the two, holding her hands out in a gesture of appeasement. "It really doesn't matter that much. We're safe, and we haven't seen any activity in days."

William grumbled something under his breath and hefted his equipment.

"Aelita's not wrong." Jeremy cut in, spinning his laptop around to show the screen. "I've been laying monitors as we go part of the whole point of this mission, to track movement around us. There hasn't been anything. Not even monsters moving up towards the front. I've only mapped a little bit, but it seems Xana has no desire to patrol whit it already owns."

"Why does that matter?" Odd was finally awake. Strapping on his explosives he patted one of them affectionately. The detonator in his breast pocket he called Kiwi, he claimed because it reminded him of a grapefruit. "It just makes it easier to sneak in and blow something up."

"It means, Odd, that we might finally have proof that what's been suspected all along is true. That Xana is only fighting to destroy everything. It doesn't want to fight to conquer, like humans do."

Yumi nudged Ulrich. "Is it weird when Aeilta talks like she isn't human?" The young man nodded and his companions whispered question.

Ulrich picked up his weapons, a pair of light swords and a rifle. "We need to get moving."

They picked their way through the rubble strewn streets, each acutely aware that the tight confines were the perfect place for the tiny kankrelots to hide in. Yumi was reflexively playing her fingers over the stock of her rifle, a handgun held in her other hand. The extent to which she hated being this close in was setting everyone else on edge. Her reflexive drumming beating out an ever lengthening metronome.

The silence was becoming too much. Every mile or so, Jeremy would set another motion tracker. It was a brief break from the monotony of trudging deeper into the city. No one had ever made it this far in without being attacked, or at least seeing monsters. It made this trip grate on Ulrich's nerves even more. Their primary objective was called a control node, nicknamed a tower by ground teams. They were nearly impossible to find, and always it seemed were heavily defended. But destroying one would weaken Xana's control of the monsters in the area; make it easier to fight back against them.

The sharp crack of a gunshot broke the silence like a film of ice on a pound. Everyone froze, weapons at the ready, and it was only after a few tense moments that anyone realized what had happened. As one they each turned to face Yumi. The look of absolute horror on her face was enough to stay Ulrich's stinging rebuke. That did not mean she was forgiven however.

That they were all on edge was one thing, each had their own ways of coping with the stress, for Yumi it had always been playing with the stock of her beloved sniper rifle. A vein bulged in Ulrich's forehead, and the Japanese girl looked to her feet; accidentally discharging the vicious weapon while on a stealth mission was unacceptable. And she knew it.

"foolish." He muttered, more to himself than to her, but she still heard him. And the hurt in her eyes told him that he had wounded more than her pride in just that moment.

"It was an accident, I didn't mean to." Her voice broke, and for a moment she looked like just a girl again, not the accomplished sniper she had become. A beeping coming from Jeremy's laptop forestalled any further issues. He set the case down and opened it, a look of panic appearing on his face.

"My last motion tracker is signaling movement. Lots of it. I can't get any specifics, but I think Yumi's stunt just solved our no monsters problem. "The hint of bitterness in his voice was almost palpable; he was fine with sneaking around, but not so much the fighting part.

"Set up a perimeter! Odd, rig the street! Yumi, get it together and get up into that building, slow their approach."

The instant of anger had passed Ulrich by, now the only thing that mattered was surviving. Everyone move quickly, taking up positions and preparing their equipment. William was crouched down in the rubble just outside Ulrich's reach, sword near his feet and machine gun in his hands. Behind him he could hear Yumi scrambling up the blasted out side of the building that had once been a bank. Even as focused on the now as he was, part of his mind was still focused on Yumi. She was getting worse. He hated to see her like this, but something had to be done.