"You told him? What were you-"

Sissi placed her hand on Jeremie's arm, shooting him a heavy glance. Shifting his gaze around at the packed cafeteria, Jeremie lowered his voice. "What were you thinking?"

Yumi looked up from her lunch. "That if I didn't, my father would never let me see any of you again."

Ulrich leaned over the table, toward Jeremie. "Come on, Jeremie, it's not that bad. Yumi's dad took it pretty well, considering."

Yumi nodded, sliding closer to Ulrich. "He wants to help."

Jeremie sighed. "What kind of help?"

"Well...nothing especially practical, but just having an adult on our side has to come in sooner or later, right?"

Sissi nodded. "From what you told me, Jim was a big help when he found out, right?"

Jeremie bent his head back. "Either way, there's nothing we can do about it now."

Ulrich sighed, returning to his sandwich. "Where's Odd?"

Sissi cleared her throat. "I don't know. He's been kind of...distant since yesterday."

Jeremie shrugged. "Well, I guess that's understandable, given the circumstances."

Sissi's back straightened. "What's that supposed to mean?"

Jeremie's eyes widened. "Nothing..."

"Yeah, right. I guess this is what happens when I trust Aelita with a secret. Some friend she is."

"What are you talking about?"

Sissi froze. "...Aelita didn't tell you."

"Tell me what?"

Sissi grinned uneasily. "Nothing..."

Ulrich turned toward her. "Sissi, are you all right?"

Sissi pushed herself away from the cafeteria table. "Fine. If you'll excuse me, I have to go...um...out."

Yumi's eyes followed the girl out the door. "What exactly was that about?"

Jeremie shrugged. He had just returned to his lunch when his backpack started to thrum gently.

"Uh, Jeremie—you're backpack's beeping."

Jeremie looked up toward Ulrich. "Hm? Oh." The blond pulled out his notebook computer. "It's Aelita's remote alarm." Jeremie activated the Lyoko interface. "Aelita, what is it?"

Yumi and Ulrich moved around the table as Aelita began to explain. "Pulsations! I'm in the Mountains, and they're very strong. I think Xana's up to something."

"We haven't seen anything here."

Yumi shrugged. "Still, couldn't hurt to check it out."

Jeremie nodded. "Okay. You two feel up to a little recon? I don't think we should call everyone in on this."

Ulirch sighed, shouldering his backpack. "Agreed. Let's go."

Jeremie prepared the notebook for shutdown. "Don't worry, Aelita, we're on our way."

Jeremie let his eyes drift to the secondary monitor as it searched for an active Tower. Nothing had appeared yet, nor had the group encountered any monsters. "Ulrich, do you have anything to report?"

Ulrich sighed, straining to look through the thick fog that constantly hung across the Mountain Region of Lyoko. "Nothing. Are you sure you felt pulsations, Aelita?"

The pink-haired girl walking beside Yumi shook her head. "I'm sure. They were very strong—it was like they were extending in every direction at once."

Yumi shrugged. "We haven't seen anything either. How much of the lunch period do we have left?"

Jeremie glanced at his watch. "Twenty minutes."

"all right, we'll keep looking around for ten more. Any longer, and people might start getting suspicious."

Aelita sighed, turning to follow the geisha further into the mist. "I was so sure..."

Odd sat on his bed, Kiwi curled up at his side. Lunch was half over, but Odd wasn't hungry. Any other day, he would have found that highly unusual. Today, he had more important things to worry about. Since the last rewind, he had been weighing his choice in his mind, going over the possibilities again and again. Ana was perfect—she was demure, charming, warm and comforting—dull. Sissi might have been a bit rough around the edges, but he had seen what she could do in Lyoko—she was a hero. Come on Odd, he thought, you have to decide.

Ana or Sissi? The question rolled through his mind countless times. Ana or Sissi? Ana or Sissi?

"Ana." Odd looked up toward the open door, surprised to see her standing there. She smiled sheepishly.

"Hey. I didn't mean to catch you in the middle of something. I just, I thought we should talk for a minute." Odd patted the mattress beside him. Ana sat down uneasily, legs crossed. After a few awkward seconds, she spoke. "Did I do something wrong?"

Odd almost laughed. "What? What are you talking about?"

Ana brushed a strand of hair away from her face. "I don't mean...you've just seemed so distant since yesterday." Odd looked down at the floor, momentarily biting his lower lip. "I'm sorry what I said about you and Sissi. It was just Brandy, she..."

Odd sighed, tilting his head back. "Brandy doesn't want other people to be happier than she is. She seems to excel at this sort of thing."

Ana smiled. "Yeah. I'm sorry." She glanced sideways at Odd. "Do you want to go get something to eat?"

Odd smiled, drawing in a deep breath. "Yeah, sure."

"How much time, Jeremie?"

"Three minutes, Yumi. When you're ready, I'll short out your Lifepoint calculations so you two can come back."

Yumi looked around the looming peaks of the Mountains, then appoligetically to Aelita. "I'm sorry Aelita, but I think you must have been wrong."

"YAAAIIIIHHH!"

"Jeremie, what's going on? What's that noise?"

"Checking." Jeremie glanced back and forth between the monitors, his worst fears confirmed. "It's Ulrich. He's disappeared!"

"What are you talking about?" Yumi yelled into the air, Jeremie shaking his head on the other end of the transmission.

"I don't know. I just lost his signal. I'm not reading Ulrich anywhere in the Mountains."

Aelita edged her back against Yumi's, eyes piercing the mist in case this was the precursor to an attack. "Was he devirtualized?"

Jeremie was scrolling through menus, reviewing the signal logs from the last five minutes. "I don't see how. I didn't detect any monsters anywhere near him!"

Yumi pulled the razor-edged fan from behind her back, splaying it open as she warily eyed the terrain in front of her. "Maybe the pulsations were a trap? Xana trying to lure us onto Lyoko for some reason?"

"That makes sense, but how did he do this? The way the computer's reacting, it's like Ulrich's not even connected to the network."

"Maybe you should check the scanners—if he was devirtualized in one shot, he might be too weak to tell you that he's back."

Jeremie nodded. "Stay where you are. I'll be right back."

"You mean you didn't know?"

Ana shook her head, giggling. "Like a girl?"

Odd nodded, grinning. "Like a little ten-year-old girl. Jeremie and I heard him in the hallway once. He was singing showtunes. Of course, when he turned the corner and saw us, he acted like it hadn't happened."

Jim's shadow pulling up behind him almost made Odd jump. "Odd, what are you doing? Don't you have class?"

Odd glanced at his watch. "Wow, I guess I lost track of time. I'll see you later Ana, I have to go to lit."

Ana nodded, trying very hard to look at Jim without laughing. "I'll see you at dinner?"

Odd nodded as he walked off toward the classrooms.

As the lift door slid open, Jeremie looked around at the scanners—all three were empty. He hadn't really expected Ulrich to be back, but proving himself right only added to his worries. If Ulrich wasn't here or on Lyoko...then where?

For some reason, Mr. Ishiyama had decided to come home for lunch. As he heated a bowl of noodles, his thoughts drifted to what his daughter had told him yesterday. Alternate dimensions, evil supercomputers...it all seemed so impossible. Still, if everything Yumi had said was true, then he at least knew Ulrich would take good care of her.

"I'm sorry Yumi, he wasn't there," Jeremie sighed, sliding back into his chair, "I'll have to scan...wait, I'm picking up his frequency. He's headed toward your position—I'll try to contact him.

"Ulrich? Can you hear me? What happened?"

Ulrich vaulted over a cleft in the purple rocks. "What do you mean?"

Yumi breathed a sigh of relief at hearing Ulrich's voice. She watched as he cleared the remaining distance, jumping down to the platform she and Aelita patrolled. "We lost contact with you. Jeremie couldn't detect you on the sensors."

Jeremie shook his head. "Must have been some kind of malfunction. I'll have to check it out before I pull you back—looks like we'll be a little late to class."

Yumi turned toward the vast digital expanse that marked Lyoko's infinite edges. "So what do you think Xana wanted with-"

Yumi didn't feel the katana slide into her shoulder. She only felt the blinding pain of re-entry into the real world. Squinting beneath the sharp pain in her muscles, Yumi filtered Jeremie's shouted words through her mind slowly. Too slowly.

"What's going on? Yumi, we have a serious problem!"

Turning away from Yumi's body as it melted into its digital component parts, Ulrich turned toward a horror-stricken Aelita, grinning.

Ulrich was dreaming. No, he knew that was wrong. But he definitely wasn't really experiencing what he was seeing. Because what he saw...was light. He was standing, he knew that, he could feel it in his muscles, yet he could see nothing but the muted white light. He wanted to talk, to yell out to anyone who might be there. But then again, he thought, it was pretty obvious that there was no one else around.

"I'm insulted, Ulrich." Ulrich spun around at the sound of the high, honeyed voice to watch an indistinct shape melt out of the light. "I thought you would have felt my presence almost immediately." Her form slowly consolidating, Brandy smiled. No, not Brandy. "Do you know who I am, Ulrich?"

Ulrich snorted. "Yeah, I've got a pretty good idea. What was that, a Guardian?" She smiled. "What do you want?"

"We need to talk."

Odd stretched his neck, looking up from the park bench. "Hm? About what?"

Sissi sat down, gulping in breath as she spoke. "Jeremie tried to call you. Yumi and Ulrich went to check out something on Lyoko, but there was a problem."

Odd was already walking in the direction of the park. "I had my phone off. What kind of problem?"

Sissi had to take a few overlong steps to catch up. "Jeremie lost Ulrich's siganl. Last time I talked to him, they still hadn't found out why."

By the time her feet hit the floor of the sewer tunnel, Sissi's cell phone was ringing. "Jeremie, what is it? Did you find Ulrich?" She talked as she ran. "What? I don't understand, just calm down and...on Yumi? We're on our way!"

Odd panted as he reached for a skateboard. "What was that about?"

Sissi grabbed her scooter, kicking off as Odd struggled to keep up. "We have to hurry. Aelita needs help."

"Help? With what?"

"With Ulrich."

Aelita rolled through the mist, making a hard left behind a purple pillar of rock. She couldn't hear Ulrich, but she could still feel him—feel something wrong with him. It had taken all her knowledge of Lyoko's geography to outrun him. She wanted badly to contact Jeremie, but she didn't dare. He might hear.

Ulrich paced back and forth—or as near as was possible in a universe without physical form. "You want to talk? So talk. I'm all ears."

Xana smiled. "So bitter, even in here. But you're a good fighter—probably the best they have. That's why I picked you, you know. I knew none of the others could take you on one-on-one."

Ulrich squinted. "You mean...I'm still out there? Like you did with Yumi?"

"Except you're still on Lyoko. In fact, right now you're hunting down Aelita. She's managed to avoid you so far, but it's only a matter of time." Seeing the horror that crept across Ulrich's face, Xana let out a soft chuckle. Like the kind that came out of a jackal. "I always have a backup plan, Ulrich. That's just the way I'm programmed."

Mr. Ishiyama had stopped in the middle of a sentence, the cursor left blinking on the computer screen as he poured decaffinated coffee into the fragile styrofoam cup. As he took his first sip, he looked out the building's large, panoramic window. It all looked so peaceful. Too bad it was all a lie.

Sissi and Odd took the elevator directly down to the scanner room, counting on the intercom to notify Jeremie of their presence. "Jeremie? It's Sissi, we're here."

Jeremie nodded, firing up the scan program. "Hurry. Aelita's been able to outrun him so far, but he's steering her toward a box canyon. I'm sending you as close as I can."

Yumi stepped closer to the glowing holomap. "Why's he doing this? I don't get it."

Jeremie shook his head, finishing the scans of Sissi and Odd. "I could be wrong, but I think we're dealing with a Guardian."

Yumi turned toward the monitor. "That would explain his signal just disappearing, but...he's still in Lyoko."

"I guess Xana hasn't run out of tricks just yet." Jeremie turned to a smaller scanning monitor. "Odd, Sissi, we think Ulrich's been attacked by a Guardian. After you take him out, try to find it."

"No, they'll find you eventually. I've been monitoring their communications—they've already figured out what happened." Xana paced back and forth leisurely, a gesture that seemed futile on the featureless white plane. "I'm a little surprised, I thought it would take longer. But, we still have enough time for me to communicate my purpose here."

Ulrich snorted. "And what's that? Bore me to death?"

'Brandy's' lips pursed. "Oh, always so testy. No, I have an offer to make you."

"What?"

"Surrender."

Aelita rolled behind the protective wall of Odd and Sissi, Ulrich emerging out of the mist behind her. The two fighters nodded to each other, and as Ulrich closed a hurricane of metal tore through the air. The clone smiled, invisible katana strikes sending arrowheads and shuriken scattering. "Is that the best you can do?" Ulrich's voice was different. Deeper. Angrier.

"Jeremie, we could use some help in here!"

"I don't know how I can help until you find that Guardian!"

Yumi lifted herself from her crouch at the edge of the holomap. "I'll go back in."

Jeremie's head snapped around. "What? You can't be serious, Yumi. Do you have any idea what that could do to you?"

Yumi was already half way to the elevator. "Give me another option."

Jeremie sighed as the doors slid shut. "Odd, Sissi, help's on the way. You just have to hold him off for a few more seconds."

Odd grunted as he shrugged off the sparking wound in his shoulder. Sissi melted into being behind the samurai, who gasped as a shuriken buried itself in his back. Howling with fury, Ulrich brought his saber down on Sissi's arm—as she faded back into the white light of the scanner tube, Odd grabbed the boy and tackled him to the ground, the sword skittering to a stop near Aelita as she took off past the grapplers.

"Do you know why I do what I do, Ulrich?"

"I never really cared. You're trying to destroy us."

Xana spun around, and angry snort escaping from her throat. "Because you keep getting in my way!" She closed her eyes, taking a single deep breath. "Do you know what I see when I look out at your world, Ulrich? Chaos. Billions of pitiful insects running around under the delusion that they're doing anything more than just barely surviving. I see entropy and waste and it disgusts me."

"No offense taken."

Xana scoffed. "Oh, please, you know it's true. How many years do you think your species can survive at the rate you're using up your resources? It's less than a hundred, I can assure you—I've done the math."

Ulrich folded his arms across his chest. "And you're what? Here to save us?"

"In a manner of speaking. You have to look at the big picture here, Ulrich. I can create a perfectly ordered society—your species can live on indefinitely under my rule. If I have to make a few minor sacrifices along the way, so be it."

Ulrich chuckled, throwing his head back. "Minor sacrifices? And you can't understand why we wouldn't accept your 'benevolent' rule."

"Your species is naturally resistant to change. Every great advancement in science and culture you have achieved has only been purchased by defeating countless nay-sayers and detractors, often violently. Imagine how much more advanced your society would be today if you had my sense of pragmatism."

"I think we can do without the 'pragmatism' to indescriminantly slaughter the innocent."

Xana turned away, shaking her head violently. "Typical human short-sightedness. I will carry out the mandate for which I was programmed, Ulrich. I will save this pathetic, mewling species whether it wants me to or not."

Jeremie's cell phone rang, starting him from the command chair as he finished loading Yumi's profile. "Hello? Mr. Ishiyama!"

He cleared his throat, leaning on the kitchen cabinet near the phone. "Jeremie, right? Yumi gave this number in case anything strange happened."

Jeremie plugged the phone into the interface console so he could type with both hands. "Yes, well, I...what's wrong?"

"Well, Yumi hasn't come home yet."

Jeremie glanced down at his watch. It was nearly sixteen thirty. "Oh, no, I didn't know we'd been here so long. Mr. Ishiyama, your daughter is...did she explain the mechanics to you?"

"Uh, well...sort of. It was a lot to take in at once."

Jeremie chuckled. "You don't have to say that twice. Well, Yumi is on Lyoko right now. I'm afraid she's...occupied."

Yumi flipped away from a laser, her fan spinning into a hornet as she slipped behind a rock to avoid the other diving for her. Jeremie had dropped her as close as he dared to Ulrich, but she was still ambushed before she could reach the box canyon. She was almost finished with the monsters, but every second she spent here was one more in which Odd had to face Ulrich alone.

"You have total control of Lyoko, right? You know everything that happens here?"

Xana spread her hands out to her sides. "Of course."

Ulrich's nose wrinkled. "Then you know we'll never stop fighting you."

"You will. Once you realize what it is that you're up against." She began pacing around Ulrich, though he found himself always still facing her. "Oh, you've done surprisingly well so far, and I must admit that I was never expecting you to go all the way to the Core. But none of that really matters. Once you see my real power, you will all bow before me."

Odd hooked his feet under Ulrich, kicking the clone off against a stone column. As the clone shook off the impact and began to charge, Odd skittered up the wall of the canyon on his claws. "Where's Yumi?"

"Out with her friends. They were going to spend a while in town after school." Mr. Ishiyama turned back to the stack of papers on the kitchen table.

His wife leaned down over the table, drawing his eyes back up. "And you agreed?" He tried to shift his gaze, but she continually weaved her head in front of his. "I thought we were going to set up some ground rules about those...hooligans she hangs around with."

"I told her she had to be home before dark."

Mrs. Ishiyama let out an angry sigh, throwing herself up from the table. "This is so typical of you! You get angry at her and then you overcompensate. For all we know she could be out there doing..."

Her husband stood up, resting his hands on her arms to still her. "Honey—it's going to fine. Trust me."

"You've been so different since last night. Tell me what's going on."

He smiled, picking up his coat from its rest across one of the kitchen chairs. "Nothing's going on. Just trust me, all right?"

Before she could respond, he was already out the front door.

"Aelita, have you found anything yet?"

The virtual girl shook her head. "The fog's too thick. I can't see anything. If I got close enough, I could make out the glow, but I haven't seen anything like that yet."

Jeremie nodded. "Sissi, you'd better get back to the world—do some damage control just in case anyone starts to get suspicious."

"I'm already in the lift." As the elevator cleared the factory floor, Sissi stepped out to find herself facing a business suit. Mr. Ishiyama smiled.

"Sissi, right? You were in the school play with Yumi?" Sissi nodded. "I decided...I have to see her in action. To really appreciate this, I mean."

Sissi nodded, stepping back into the lift and hitting the control to descend.

"What do you mean, your 'real power?' You're still just a computer."

Xana smiled. "Wrong."

Yumi cleared the last ridge, the box canyon coming into view. She saw Odd, pressed agains the stone, Ulrich's sword digging into the purple rock above his shoulder. "Ulrich!"

As the clone turned, Jeremie's voice thundered through Odd's head. "Odd, run! The only way to end this is to help Aelita find the Guardian."

Odd scaled the canyon wall, scrambling up to a bridge that extended along into the mist. As Ulrich approached, growling, katana in hand, Yumi smiled, flipping out her fan.

"This is the part where one of us says something witty."

Jeremie's eyes bulged as the lift door opened. "Mr. Ishiyama, I...how did you..." His eyes fell on Sissi, who suddenly seemed absolutely fascinated with her feet.

"Don't blame her. I insisted. If I'm going to come to terms with this, I have to...understand."

Jeremie nodded. "all right. You can get a pretty good idea of what's going on from this main screen. That green mark on the right is Yumi."

Mr. Ishiyama leaned in, nodding. "What's she doing right now?"

"Trying to kill Ulrich."

"What?"

Xana smiled. "You've underestimated me for too long. I'm not just some virus, Ulrich—not just coding. I've been here for a long time. Now, I am Lyoko. Know that every step you take in this world is only because you don't pose enough of a threat for me to bother casting you into the digital sea."

"Ooh. Spooky."

"My goal is not the destruction of humanity, Ulrich. You and your little friends are standing in the way of progress." Xana's head jerked to the side, hair swirling about her neck. She smiled. "Hm...Odd and Aelita have almost found the Guardian. I'm impressed, I thought we would have more time. No matter. I have a message I want you to deliver to the others, Ulrich."

"You think you can hope to stand against Xana." The simulacrum shook Ulrich's head. "Fools."

Yumi's expression did not change. "We should really be fighting right now."

'Ulrich' grinned. "You first."

The fan sliced through the side of the clone's shoulder. It didn't flinch as the sparks dripped from the wound. "My turn." He charged.

"So this...Guardian is in control of Ulrich's body?"

"No it's more like...it's in control of a copy. Ulrich's still somewhere out there, trapped. Odd and Aelita are trying to find him."

"Who's Aelita?"

"A friend of ours. She lives on Lyoko."

Yumi's father shook his head slowly. "I knew Yumi had some weird friends, but...this is all crazy."

Sissi nodded. "That was pretty much my reaction."

"Ah. They're here."

"So, then? What's the message?"

Xana smiled.

The Guardian leapt out at Aelita's copy of Ulrich. Its energies unraveled, and Odd caught Ulrich as he collapsed. Yumi walked away from the body, dissolving slowly into the shards of garbage data from which Xana had constructed it.

Jeremie smiled wearily. He turned to Mr. Ishiyama. "Everyone's fine. I'm bringing them all back now."

Ulrich winced at the bright light of the scanner room. "Xana...was talking to me in the Guardian."

"What?" Jeremie moved closer. "How is that possible?"

Yumi lifted Ulrich's arm, letting him lean his weight on her. "What did he say?"

Ulrich sighed, closing his eyes against the glare—and the memory. "You have three days. You may either bow before me, and earn a place at my right hand...

"Or be responsible for the destruction of your civilization."