A/N This is my first time writing fanfiction so I hope you like it. As the story starts it's just an overview of what happened in three years the will signify that the actually story is starting.

Disclaimer: I don't own anything Code Lyoko- ly. :-) But I do own Xenon.

Xana grew stronger. He had nearly killed each member of the gang at least ten times over the past couple years. Franz Hopper tried to help with Aelita's Anti-virus, but with no luck. The virus prevented them from shutting down Lyoko without killing Aelita. As usual, Xana still woke up after the gang had deactivated the tower of the most recent attack, his attacks in the real world were stronger and he could make more monsters in Lyoko at a time. Yumi, Odd, Ulrich, Jeremie, and Aelita still fought, with all their strength, against the demonic artificial intelligence that was Xana.

But the group changed as they grew up. Ulrich & Yumi had started to go out in between Xana's attacks but never really made it a big thing. It pissed Sissi off that Ulrich dated Yumi. Jeremie & Aelita always knew about the feelings that they had for one another, but never took it anywhere. Jeremie was far too busy either with schoolwork, helping the gang deactivate the tower, or working on Aelita's anti-virus. As for Odd, he still fought in Lyoko but he spent more time alone. Yumi & Ulrich generally spent their free time together and Jeremie & Aelita usually worked on her anti-virus. Odd didn't date anyone since there wasn't anyone new to date; he had dated every girl in his grade besides Sissi.

As for Kadic, the year Yumi would be leaving for high school, which would be after 9th grade, Kadic decided to expand the school all the way to twelfth grade. Making the school go from 6th grade to 12th. As for the ages they are right now: Yumi is 17, Ulrich Odd and Aelita are 16, and Jeremie 15 but almost 16.

-()-

"It's weird, Xana hasn't become active in a while. It's been a week and a half since his last attack." Jeremie said as he shut down his laptop after having done a superscan and not a tower activated. He took a drink of orange juice. Jeremie, Aelita, Ulrich, and Odd were in the cafeteria eating breakfast.

"Let's just take it as a good thing. His attacks are stronger. So it's nice to relax and be normal teens for awhile till he wants to rear up his big ugly head again." Ulrich said as he thought of Yumi and thought of his date tonight with her.

Odd shoveled his tenth pancake is his mouth. "You gonna finish that Ulrich?" Odd asked and pointed at Ulrich's unfinished breakfast. Ulrich snapping out of his fantasy of tonight, being full, pushed his tray toward Odd who started to eat it.

"I do agree it's weird, but not a good thing." Aelita said. "Maybe we should check up on Xana in Lyoko after school. Maybe go to sector five to try to find information on my anti-virus."

"Well..."Jeremie said protectively.

"Come on Jeremie," Odd said as he finished Ulrich's breakfast. "Aelita is safe with us and you've been working on the anti-virus for years. Xana's bound to have something about his virus in Aelita."

"Ok. We'll go to the factory after school." Jeremie said as he, as always, pushed his tray to Odd who accepted it.

Ulrich looked at his watch realizing that he was late, got up. "See you in Mrs. Hertz class."

Everyone else watched Ulrich run out of the cafeteria and then to the edge of campus to see Yumi. Aelita smiled and shook her head, Jeremie was checking something on his laptop, and Odd was finishing Jeremie's breakfast as the bell rang for first hour. Odd gave their trays to Rosa and they headed over to science.

"Now today, you'll be working on your project for the science fair. Just a reminder for when you work on this, it's worth 60 of your gra–"

Mr. Delmas's walked in the room with a new student. The new student was a girl. She looked like someone else in the room, only in girl form. The new student had blonde hair with purple streaks and wore a purple shirt and a black skirt. But the weirdest thing wasn't that she looked like Odd, it was the she had purple eyes. "Excuse me Mrs. Hertz for interrupting, but I'd like to introduce our newest student. This is Xenon Smith. She comes to us from Paris and..."

Jeremie tuned out and just stared at the girl. "Something is not right." Jeremie thought. "It's too weird. Xenon. Xana. Xana is stronger; It's probably another polymorphic clone. There would have been an activated tower. Wait, more than once Xana has activated a tower without it showing up on a superscan. Which would explain no tower being activated in a while. It must be Xana."

Mrs. Delmas had left and Xenon was standing in front of the class shifting her purple messenger backpack on her shoulder. "Well, Miss Smith. You may sit behind Mr. Della Robbia. Mr. Della Robbia would you please raise your hand." Mrs. Hertz said. Odd did what he was told but was in shock of meeting someone who loved purple as must has he did. Xenon's watch beeped once. She looked at it.

"Actually," Xenon said to Mrs. Hertz, " I was wondering if I could use the restroom? I've been in the principal's office all day and Mr. Delmas insisted that I come to science right away." Xenon said. Her voice was gentle and kind, but in a hurry.

"Of course, you may leave your backpack here, but I'd like you to know that from now on it must be taken care of before class." Mrs. Hertz said a little strictly, her normal old self. Mrs. Hertz scanned her class looking for a girl that if they missed class they would still have their project done. "Miss Stones, would you go with Miss Smith?"

"Yes." Aelita said as she got up. Jeremie heard his laptop beep that said a tower was activated and was about to say something, but Mrs. Hertz started talking again. "Aelita went with Xana!" Jeremie thought hurriedly. " Xenon–Xana is going to take her to Lyoko! But why would Xana want that? He'd probably want to do something to her. So that he could rule the world without any interference, since no one else can deactivated them..."

"...It's worth 60 of your--"

Jeremie stood up. "Mrs. Hertz, may I go to the infirmary? I'm not feeling too well."

"No, you may not. Jeremie I've had you in my class for about four years. I know you're not sick. Please sit down and pay attention." Mrs. Hertz snapped. Jeremie looked behind at Odd and Ulrich. Ulrich mouthed, "Xana?" Jeremie nodded and looked at Odd. He seemed to be coming out of the shock of Xenon. "Aelita, please fight Xana." Jeremie thought as he turned around.

-()-

Xenon and Aelita walked down the hallway of the science building. They were almost at the restroom on the first floor in the science building, when Xenon abruptly stopped and faced Aelita.

"Aelita, we must get to Lyoko to deactivate the tower in the glacier region." Xenon grabbed her arm and started to run.

Aelita knowing that there was no way that Xenon would know about Lyoko. She put the pieces together. Xenon. Xana. She tore her grip away and ran toward Mrs. Hertz class.

"NO, XANA!" Aelita screamed Xenon's direction.

Xenon ran faster than Aelita, even in a skirt. She almost reached out to catch Aelita's arm, which swung back and forth, Aelita spun around to avoid it. Xenon saw Aelita twirl in slow motion and stuck out a leg which tripped Aelita. Aelita fell with thud and turned over to face her assaulter, breathing heavily.

"Aelita, please trust me. I'm not Xana. You have to trust me." Xenon said as she held out her hand to help Aelita up. Aelita stared at the hand and then make a sudden jerk to get up; Xenon held Aelita's arm for a second. Aelita's eyes went still as she was receiving a memory that she had long forgotten...

(Flash back)

"Tower deactivated." Aelita said as time stopped and she waited for the return to the past. The Aelita who was receiving the memory waited for Jeremie to say, 'Return to the past now'.

"Return to the past now." Strangely it wasn't Jeremie voice. It was a girl's voice that sounded so familiar, yet it had been so long since she heard it...

(End Flash back)

Aelita looked at Xenon. Xenon wanted to Aelita to understand that she needed to go to Lyoko. Aelita trusted her. Xenon helped Aelita up and they ran down the hallway to reach the door that led out to the school grounds.

-()-

In Mrs. Hertz class, everyone heard Aelita shout, "NO, XANA!" Ulrich, Odd, and Jeremie immediately stood up and ran outside to the hallway.

"Get back here this instant!" Mrs. Hertz yelled after them, not wanting students to get hurt.

Jeremie, Ulrich, and Odd still ran as they headed out of the science building quickly scanning the campus around them for any sign of Xenon or Aelita. Knowing they, or at least Xenon dragging Aelita, would be heading toward the factory. Ulrich called Yumi on his cell phone as they headed over to the park and quickly ran toward the manhole that hide the secret way through the sewers to the factory.

"Yeah, Ulrich?" Yumi said during her English class trying to avoid being seen talking on her cell phone.

"Xana. Come to the factory! Quick!" Ulrich hung up.

In Yumi's English class, the teacher was reading lines of poetry from, "The Odyssey" by Homer. Yumi raised her hand.

"Sir, I'm not felling well. May I please go to the infirmary?" The teacher nodded and continued. Yumi left her things and just ran out knowing that Xana hadn't been active in a while. He must have been saving his energy for something…

-()-

Aelita grabbed her scooter and Xenon took Yumi's skateboard. They went quickly down the pathway that was parallel to the sewer water.

-()-

Odd, Jeremie, and Ulrich reached the manhole and climbed down. Odd, the last person coming down dropped five feet from bottom.

"Looks like they've been here." Ulrich stated as he grabbed his skateboard and Jeremie took his scooter. Ulrich raced a head to try to catch up with Xenon and Aelita.

-()-

Xenon and Aelita climbed the ladder up to a manhole that was in front of the factory. Xenon went up to the bridge and turned around to offer a hand to help Aelita up. Aelita took it and both ran toward the elevator.

-()-

Ulrich reached the ladder fifteen seconds after Xenon and Aelita had climbed out. Jeremie and Odd were only about twenty seconds behind Ulrich, but Ulrich didn't wait for them. He climbed up the ladder, ran into the factory, and slid down a rope. He fell into dismay as he saw Xenon and Aelita in the elevator and the doors closed. "But," Ulrich thought, "Aelita didn't look like she was dragged in but on her own free will." Not letting that stop him, he ran over to a corner that concealed a ladder that was a back up way to get to the scanners and the super computer and started to climb down.

Jeremie and Odd ran into the factory and saw no one nor the elevator. Jeremie and Odd headed over to the ladder and started to climb down just like Ulrich did ten seconds ago.

-()-

"I'll head over to the scanners." Aelita said, heading over to the elevator to take it a floor down. Xenon sat herself in Jeremie's chair in front of the supercomputer.

"Aelita, don't." Ulrich said in Aelita's direction while he jumped down the last few feet of the ladder. Aelita stopped and turned around.

"Ulrich," Xenon said. "You need to go with Aelita to Lyoko to deactivate the tower in the glacier region."

"Explain who you are, how you know my name, and why should I trust you?" Ulrich said as Jeremie and Odd came down the ladder.

"Look, there's no time. Xana has launched an attack and is in control of an airliner that is headed straight for the factory." Xenon said hurriedly.

"Why would Xana want to kill himself?" Odd asked.

"How do you know what Xana has control of anyway?" Jeremie asked.

"Look, you have to trust me." Xenon said as she got up from the supercomputer chair. "Jeremie you can be in control and everyone else go to Lyoko."

"What so you can attack Jeremie while we're on Lyoko?" Ulrich said ,sensing Xana's style.

Aelita spoke up, "Look, I can't explain it now nor probably explain it at all. But we have to go to Lyoko. Ulrich, you stay with Jeremie." Aelita headed over to the elevator. "Coming Odd?" Odd followed and didn't make a remark. Ulrich watched Xenon as if waiting for her to make a violent attack. It was all so strange and only Aelita seemed to know what was going on. Odd and Aelita stepped into the elevator and went down to the scanners. Jeremie got into his chair and put the headset on.

"Transfer Odd." Jeremie said. "Transfer Aelita. Scanner Odd. Scanner Aelita. Virtualization."

Ulrich watched Xenon wondering why she wasn't doing anything. If she were Xana, she wouldn't just be standing there.

-()-

Odd and Aelita were virtualized in the glacier region and Odd landed on the Overboard. Aelita got on behind and headed for the tower and saw four crabs, five hornets, and two Mega tanks guarding the tower.

-()-

The elevator opened and Yumi came out and saw Jeremie at the computer, Ulrich looking at a person in purple, which she assumed, was Odd. "Aelita's alone on Lyoko?" Yumi asked. She was surprised that Jeremie let Aelita go to Lyoko by herself. Jeremie was uncomfortable even when they with her on Lyoko.

"No, Odd's with her. Hurry up." Jeremie said not looking up from the screen. "Odd, you just lost ten life points." Jeremie said into the microphone. Yumi took a better look at the person in purple and saw it was a girl. She wanted to ask something, but Xenon spoke.

"Hurry, Yumi," Xenon said looking at her watch, "we only have fifteen minutes to deactivate the tower." Ulrich looked at Yumi, his eyes saying just go. Yumi headed down to the scanners.

"Transfer Yumi. Scanner Yumi. Virtualization."

-()-

"It's not a picnic here. Is Yumi coming?" Odd said as he got up. Jeremie answered by virtualizing Yumi.

"What's with the girl--" Yumi started to ask. But a crab fired at Yumi and she did a handspring to avoid being hit by the laser. Yumi took out her two fans and threw them at two crabs. She hit the Xana symbol and the crabs blew up. The Overwing materialized in front of Yumi. She grabbed the two fans, which were coming back to her, hopped on, and started to attack the hornets.

Odd got back on the Overboard and headed over to the last crab. He said, "Laser arrow!" as he aimed for the center of the eye and it exploded. He turned around and saw both mega tanks heading toward where Aelita was hiding. Odd raced over and shot a laser arrow at the Xana symbol on the mega tank as it charged up. A mega tank blew up, but the other one was still charging about to release. Odd seeing as if Aelita got hit by that, she would be devitrualized, and be lost forever. Odd sped up and grab Aelita who was frozen with fear. The mega tank released its laser, barely missing Odd and Aelita by a couple of centimeters. Odd helped Aelita get fully on the Overboard.

"I've never seen you that frozen with fear since the Scyphozoa." Odd commented as he dropped Aelita at a new safe spot and went back to the mega tank to finish it off.

Yumi had taken out four out of five hornets. The last one kept skillfully avoiding the fans. It was starting to annoy her. Yumi saw Odd race toward the mega tank see shouted over to him, "Trade you!" Odd agreed by making a U turn and face the hornet while Yumi went to chase after the mega tank. "Laser arrow!" Odd shouted as he shot three arrows from each arm and one arrow hit the hornet.

The mega tank raced off along a pathway to avoid Yumi. Yumi found that strange but still chased it. The mega tank suddenly stopped, opened, and released its laser, devirtualizing Yumi. Odd looked over at the mega tank and saw no Yumi in sight. Odd traveled in the direction of the mega tank and waited for it to open. When it did, Odd let ten arrows out and hit the mega tank in the center.

"Bulls eye!" Odd said and he went back to Aelita. "Your tower awaits you, Princess." Aelita hopped on.

-()-

Yumi walked out of the elevator and headed over to Jeremie. "Aelita is getting in the tower right now." Jeremie said.

"She better be quicker; we only have three minutes." Xenon said as she looked at her watch. "Jeremie, use the camera that's on the roof of the factory and look up."

Jeremie did as he was told, "What the hell?" An airliner was headed straight for them and wasn't too far away. Ulrich and Yumi looked over his shoulder. "Aelita, hurry up."

"Told you I wasn't lying." Xenon said.

"I'm entering the code right now." Aelita said as her name was displayed on the screen in the tower. Aelita put in the code 'Lyoko', and time froze.

"Return to the past now." Jeremie said and then looked at Xenon with Ulrich and Yumi like she was something out of this world. It seemed impossible that she could know so much about Lyoko. Xenon smiled and waved as a white light engulfed them.

A/N Well, if I get feedback like reviews. (hint hint) Then I might continue with this story...Review!