Everyone was at lunch and Odd was stuffing his face and talking at the same time as usual, going on and on about another episode of "Dr. Shrank" but no one could understand a word he was saying (nor did they really care for that matter) for all the food in his mouth.

Ulrich was about to question on how anyone could possibly talk and eat at the same time when Jeremie's laptop signaled an activated tower.

"Aww come on!" Odd whined. "Can't X.A.N.A. wait till AFTER, lunch to launch an attack? After that incident in the kitchen with the eggs, I didn't get to eat breakfast this morning."

"Odd, can it will ya? Somehow, I really don't think X.A.N.A cares whether you've gotten to eat or not." Ulrich scowled as he and the rest of the gang rushed out the Cafeteria door.

The group snuck off the campus grounds as they headed for the factory.

Taking the quickest route through the park they came to the manhole that hid the secret passage they had used on numerous occasions to avoid being caught.

As each member of the group climbed down their feet made a hollow metallic noise as they hit the rungs of the ladder.

Once inside the factory, they quickly made their way to the elevator and down to the laboratory where the main control apparatus of the super computer was located.

"I wonder what X.A.N.A. has planned for us this time." Yumi stated irritated with a look of discontent on her face.

"Well I haven't seen any sign of X.A.N.A.'s attack yet." Aelita stated plainly as the group walked up to the super computer.

"Well let's hope to keep it that wa…" Jeremie's voice trailed off as he sat down at the controls. "What's this?" Jeremie said sounding very confused.

"What is it? Jeremie, what's going on?" Yumi asked with slight worry.

"Im not sure, but from the looks of it, I think X.A.N.A. is attacking his own monsters, well just one of them at least."

"WHAT? Has X.A.N.A. completely lost it? Not that I'm complaining or anything, but that's kind of weird." Odd said loudly and just as confused as Jeremie.

"It's probably a trap of some sort." Ulrich commented coolly.

"Are you sure Ulrich?" Jeremie questioned. "I for one, don't think so. I think if this were a trap then X.A.N.A. would have done something else, not launch an attack on one of his own monsters. It would be too risky on his part since none of us care if his monsters are destroyed."

"Jeremie has a point Ulrich." Yumi cut in.

"Regardless, we have a tower to deactivate. You guys go to the scanner room now and I will virtualize you onto Lyoko."The activated tower is on the far end of the Desert Sector."

The four got into the elevator and Ulrich presses a button sending them down to the scanner room. Ulrich, Yumi and Odd approached the scanners first, then Aelita. Jeremie begins hitting keys on the keyboard and the group's stat cards flash up on the screen.

"Scanner, Yumi. Scanner, Odd. Scanner, Ulrich. Transfer, Yumi. Transfer, Odd. Transfer, Ulrich. Scanner, Aelita. Transfer, Aelita. Virtualization!"

The four landed on the virtual landscape of the Desert Sector.

"Look!" Aelita said pointing.

What she saw was three Krabes apparently fighting, two of them obviously ganging up on the third doing substantial damage to it.

"What in the world is going on?" She said after a short pause in no more than a whisper.

"Internal strife? That's pretty pathetic X.A.N.A." Ulrich mused.

The third Krabe, weakened from the battering it was receiving from the other two, fell to the ground and laid there motionless but it didn't de-materialize.

"Super sprint!" Ulrich yelled as he darted towards one of the two standing Krabes.

Odd gives Yumi a quick look and shrugs before going after the monsters as well, Yumi and Aelita soon follow but as they catch up with Odd and Ulrich, they realize the two standing Krabes had already been destroyed and all that was left was the crippled one and Ulrich on its back ready to land the final blow on it, with Odd just staring blankly at it.

The Krabe lay on the ground showing no indication of fighting back when Odd finally snapped out of his "trance" and quickly shouted "Ulrich wait!"

Startled and confused, Ulrich paused with his sword mid-blow and looked at him strangely.

"Ulrich, don't destroy it." Odd said with almost an air of sadness in his voice.

"Odd? Are you feeling ok? It's just a Krabe." Jeremie asked quite confused.

Aelita and Yumi too dumbstruck to speak just stared at him with strange looks.

Trying to defend himself Odd spat back "But, it can't even move! It can't defend itself… I don't think that's really fair."

"Fair?" Aelita finally managed to say. "Odd it's a Krabe, it's our enemy."

"I know, I know. It's just… I kinda feel sorry for it." Odd said rubbing the back of his head which was tilted toward the ground though he was looking at the Krabe.

The Krabe suddenly started to move a little. Startled, Aelita, Yumi and Ulrich took a few steps back as the Krabe slowly, and shakily, stood up to its full height, which, seemed to be a bit shorter than the rest of the Krabes they had encountered.

"Great." Ulrich mumbled unhappily. "You happy Odd? It can defend itself now." Ulrich finished pulling his sword out of its sheath.

"Wa..Wait! I..It's not attacking.." Odd said trying to find an excuse for his friend not to attack it.

"What do you want me to do, Odd? Wait till it tries to kill me?" Ulrich replied hotly.

"Well no… bu.. but.."

"But what, Odd?!?" Ulrich said angrily, cutting him off.

The Krabe that was now standing over them shakily, took a few steps back and seemed somewhat interested in their argument. Ulrich glared at it not knowing what to do since Odd was so determined to keep it from being destroyed.

"What's your problem?!?" Ulrich said angrily to it. At his comment the Krabe scooted back a little in a rather Kankrelat-like fashion.

After a short pause the Krabe began to bat Odd lightly on the back with its left fore claw.

"I think your Krabe likes you." Aelita said stifling a laugh.

"MY Krabe? Since when did it become my Krabe?"

The Krabe still bating Odd on the back hit him a little too hard this time knocking him to the ground. "Hey! Come on! Cut that out!" Odd shouted at it as he stood back up which caused the Krabe to shrink back and lie down with its legs tucked underneath it and then proceeded to make low growling noises.

"Guys, what's going on out there? Have we forgotten about the activated tower?" Jeremie's voice called.

"Jeremie, you're not going to believe this. This Krabe is acting so strangely." Aelita said giving the Krabe a strange look which it didn't seem to respond to.

"What are you talking about, Aelita?" Jeremie asked.

"Well, it's a kind of hard to explain… It's.." Aelita fumbled looking for the right words.

"It's obviously malfunctioning or took too many hits to the hard drive." Ulrich finished.

"It seems to have taken a liking to Odd." Yumi added with a slight grin.

"What? That's really weird. What is it doing now?" Jeremie asked curiously.

"Nothing now, its just sitting here with its legs tucked underneath it. I've never seen a Krabe get into such a weird position." Aelita responded.

Now more curious about it then before, Odd had approached the Krabe and was tapping on its shell and saying "Hey buddy, are you ok in there?" and waving his hand in front of it to see if it would respond, which did every once in awhile with a short growl or a strange noise that sounded similar to the one a Manta makes.

"As much as I hate Krabes, it looks like your "buddy" there isn't in great condition. I think it would be the right thing to do, to just let me put it out of its misery." Ulrich commented trying to convince Odd to let him take it down, whom didn't respond.

After a brief silence Odd said quietly "Guys..."

Before he had a chance to finish Ulrich butted in again.

"Odd, im not sure what you're thinking, but if your thinking, what I think your thinking, then forget it."

"What!? I haven't said anything yet!" Odd said defensively, though he knew that Ulrich knew what he was about to ask.

"You were going to ask if there was a way to save it from X.A.N.A." Ulrich argued back.

"That might not be a bad idea actually." Yumi, said considering the situation.

"Yumi, not you too!" Ulrich groaned.

"Well think about it, Ulrich. It might know something about X.A.N.A. that could help." Yumi started.

"And having a Krabe on our side might give us an advantage." Odd finished hoping to sway his friend.

The Krabe's two working lights flickered briefly.

"Even so, how would we learn anything from it? It can't speak."

"I don't know, but hey, come on; the Krabe has to be cool if X.A.N.A. wants it destroyed so badly. And not to mention I bet it would really get X.A.N.A. angry if we saved it!" Odd said with grin.

"Odd you're impossible." Ulrich said gritting his teeth.

Odd was now looking at the Krabe again when Jeremie's voice said "As much as I hate to admit it, I agree with Yumi, any information we could get out of it might actually prove to be useful. Guys, I might be able to temporarily recalibrate the materialization program to bring the Krabe to Earth."

"Jeremie, please tell me your joking, right? The Krabe will destroy a scanner if it's materialized, we can't sacrifice a scanner for a stupid Krabe. " Ulrich moaned.

"Actually no, im not joking, and who said anything about materializing the Krabe in the form it's in now?" Jeremie replied.

"Wait so you're saying…" Odd queried slightly puzzled.

"Yes, I'm going to materialize it in human form." Jeremie replied with a smug look on his face that the group couldn't see.

"What!?" Aelita and Yumi replied in unison.

"Are you crazy?" Aelita finished still shocked at what Jeremie had just said.

"Well, I'm actually not 100 sure it will work, but, I think it's worth a try. If we leave the Krabe here it will be deleted by X.A.N.A. anyway, so we don't have anything to lose trying it." Jeremie stated leaning back in his chair.

"Maybe we should ask it if it wants to come first. I mean this is kinda a big change for it." Odd said watching the Krabe.

Ulrich raised an eyebrow but refrained from saying anything.

The Krabe seeming to understand what they were talking about stood up and took a few steps toward the group. It turned away for a minute as if having second thoughts about it but turned to face them again and took a few more steps forward.

"I don't believe this." Ulrich said shaking his head with his hand over his face.

"This is insane, not only are we about to materialize a Krabe, but I think it actually wants to go." Yumi said still shocked.

"I've just about got the program recalibrated, so Yumi, you and Aelita get to the tower and get it deactivated. Ulrich, Odd, I'm going to re-materialize you two before I initiate the Krabe's materialization process."

Jeremie pressed a few keys on the keyboard and Odd and Ulrich's bodies disappeared as they were transferred back to Earth.

The two boys stepped out of the scanners and waited tensely for the Krabe's arrival.

"Do you think this will work?" Odd asked Ulrich.

"How should I know?" Ulrich replied shrugging.

After a few moments the scanner began to smoke as the doors slid open and what looked to be a boy of about Ulrich and Odd's age with very short rusty orange hair, small round glasses, a small scar above his left eyebrow, and a rusty orange hooded sweater with brown sleeves, and brown half-finger gloves, brown pants with a wide orange vertical triangle on the back from the knees down, and brown shoes with orange soles, collapsed to the ground in front of them.

The boys looked at each other in disbelief. Odd walked up to the unconscious Krabe and knelt beside it.

"Hey, is that you buddy?" Odd asked, tapping the Krabe lightly on the shoulder.

No response.

Getting a little worried Odd began shoving his new friend trying to wake him up. "I guess he didn't make it." Ulrich commented sounding a touch disappointed.

"He can't be dead…" Odd said solemnly.

"I'm sorry Odd." Is all Ulrich said as Odd stood up from sitting beside the Krabe.

Minutes passed and still the Krabe didn't move from its position on the floor.

"Nnngg." Hearing the moaning Odd turned to look for its source which lead him to the Krabe who was now weakly trying to move.

Ulrich's cellphone rang, it was Jeremie.

"Ulrich?" Said Jeremie's voice from the phone.

"Yeah Jeremie?" Ulrich replied.

"How did it go? Did the materialization program work on the Krabe?"

"To my surprise, yes. He seems kinda weak right now but I think he's going to be ok." Ulrich said watching Odd who was now trying to help the Krabe to sit up.

"Remember me?" Odd asked with a grin. The Krabe not saying anything replies with a weak smile letting Odd know he was recognized.

"That's great Ulrich." Jeremie replied. "Maybe now we can get some answers from it."

"Yeah that would be nice. I have to admit I'm a little curious as to its strange behavior." Ulrich said.

"Yeah same here. Anyway Aelita has deactivated the tower so the girls should be there any minute now." Jeremie said. "Ok Jeremie." Ulrich replied hanging up his phone.

Wide eyed, the Krabe was now looking around the room at its surroundings.

Startled by the sound the scanners were making the Krabe turned to look in their direction as Yumi and Aelita stepped out.

"Who is that?" Yumi said when she saw the Krabe who was now sitting up cross-legged.

"Is that… the Krabe?" Aelita asked astonished.

"Yeah, believe it or not, it is." Ulrich replied.

"Hey, do you have a name?" Odd said looking back at the Krabe.

The Krabe looked at him and replied in a quiet, yet obviously feminine voice. "My name is AO 15-3."

"It can speak!" Ulrich said with slight surprise.

"Uh... Wait a minute, you're a girl?" Odd asked uncomfortably.

The Krabe just shrugged not knowing one way or the other.

"Well, she's going to have to have a new name." Aelita said, arms crossed.

Trying to think of a human name the Krabe finally responded. "If I must change it, can my new filename be Syrus?"

"That sounds good to me." Yumi said giving her a smile.

Confused, Odd asked "Where did you hear that name?"

"You called me that once on Lyoko." Syrus replied.

Contemplating what she just said Odd replied wide eyed, "Wait, you're THAT Krabe?"

"Odd, do you know her?" Aelita asked.

"Yeah, Aelita, I think she is the Krabe that saved you from the Scyphozoa."

"What? Are you sure Odd?" Aelita asked surprised.

Odd started to respond but Syrus cut him off. "Yes I was."

"I don't understand, why did you save me?" Aelita asked confused.

"I didn't want to see you hurt. And X.A.N.A. would have used you to destroy the Desert Sector." Syrus replied looking a little proud of herself.

"Thank you. That was very nice of you to risk your life to save me." Aelita said with a smile.

"I don't get it, why would a Krabe care about Aelita's safety?" Ulrich questioned skeptically. Made uncomfortable by his comment Syrus just shrugged and rolled her eyes.

"What amazes me is the level of artificial intelligence she had managed to achieve before being materialized." Jeremie said as he walked out of the elevator and into the room.

"Your right, it's not like X.A.N.A. to program a monster that can think on its own." Aelita responded.

"That's because he didn't." Syrus replied looking at the floor trying to avoid eye contact with the others.

"What do you mean by, "He didn't."?" Jeremie questioned curiously.

"X.A.N.A. didn't program me like this... I don't even know how it happened. But I think something weird happened to me when I fell into the Digital Sea." Syrus replied with a look on her face that was somewhere in the middle of seriousness and puzzlement.

"Wait... You fell into the Digital Sea? How did you survive that?" Yumi asked surprised.

"I'm not even sure really. I'm assuming X.A.N.A. pulled me out before I was completely re-formatted, but I don't know for sure." Syrus replied still looking at the ground.

"I don't think X.A.N.A. would be that nice…" Ulrich retorted.

"Earlier, you said you helped Aelita because you didn't want to see her hurt, but that still doesn't explain why you did that. I mean, X.A.N.A. programs his monsters to obey him, and any other Krabe would have had no problem attacking Aelita, but you saved her. Why?" Jeremie inquired curiously.

Syrus just sighed and laid her head on her arms which were propped up on her knees.

"Come on! You can tell us! Odd prodded nudging her on the shoulder.

"The fact is, I don't know… I've been really buggy ever since that incident, But I've never once had any thoughts of helping you humans until that day when the Scyphozoa attacked Aelita." Syrus said sadly staring at the floor.

"Hey its ok, we'll figure it out." Odd said trying to comfort her and leaning over to look at her face which was now buried in her knees.

"I just don't know what came over me. I just felt like I had to save her. It was almost as though X.A.N.A. had ordered me to do it, even though I know he did not."

"That's really strange." Yumi stated.

"Yes, but lets not worry about it too much now. She obviously doesn't remember what happened so there really isn't much point in pursuing the matter further." Jeremie replied watching Syrus who was now studying her left hand.

"So now that she's here, what are we going to do with her?" Ulrich asked.

"The same thing we did for Aelita. We're going to have to get her enrolled into the school system." Jeremie replied looking at Ulrich now.

"Jeremie's right, we can't just leave her out here all by herself, and its getting kinda late as it is." Yumi said.

"Boy, time sure does fly when you're saving a Krabe from certain death." Odd commented lightly.

"School?" Syrus inquired curiously.

"Yeah, it's the place that traps kids and forces them to do hours upon hours of boring pointless assignments till their brains rot and fall out!" Odd joked with a slight chuckle.

"What?!" Syrus exclaimed with a sudden rising fear.

"Odd!!" Ulrich growled.

"Hey, hey, I was just kidding, come on; can't you guys take a joke?" Odd replied sourly.

"WE can, but Syrus doesn't know one way or another. For all she knows, everything we tell her is the truth." Ulrich scowled.

"Its ok Syrus, Odd is just being a nitwit like always, school isn't that bad. You'll be just fine." Aelita reassured her, smiling.

"Well, there's not much point sitting around here all day. We should probably get a move on and get back to the school." Yumi stated.

Calming down a little Syrus sighs and begins trying to stand up, using the scanner next to her for support.

"Here, let me help you up." Odd offered, extending a hand to her.

Not knowing what he wanted her to do, Syrus just looked at his hand curiously but continued to try and balance on her own, only to fall flat on her face.

"Are you alright?" Yumi asked with a slight laugh, a moan being her only answer.

"Come on..." Ulrich said walking over to her. Both him an Odd lifted her up from either side setting her on her feet. Syrus wobbled a little bit but managed to stay up this time.

"Thank you." Syrus replied quietly.

"Hey, no problem!" Odd said with a grin.

"Wow, your even shorter than Odd!" Ulrich remarked looking at Syrus whom stood about two inches shorter than Odd.

"Hey, your right, I'm not really used to that." Odd commented.

"I imagined a Krabe would be taller than that as a human." Yumi stated with slight surprise.

"Yeah, so did I, but she did look a little shorter than average Krabes, though it could have just been me. Anyway let's get out of here." Aelita said heading for the elevator.

The rest of the gang turned and headed for the elevator as well, Odd keeping close to Syrus in case she were to fall again.

Once in, Jeremie pressed a button on the keypad to the right of the elevator opening, the doors began to close and Syrus looked around uncomfortably.

Yumi placed her hand on Syrus's shoulder to comfort her as the elevator started to move up.

Reaching its destination, the elevator came to a stop and the doors moved away from one another. Everyone walked out of the elevator, but Syrus stalled as she analyzed her new surroundings.

"Hey are you coming?" Aelita asked. Snapped out of her daze by Aelita speaking to her she hurriedly walked out of the elevator.

Odd helped Syrus up the steps as the gang headed for the factory entrance.

Very curious about this new world, Syrus ran to the entrance excitedly only to stop and look out with bewilderment.

"What are you thinking Syrus?" Aelita asked wondering what the Krabe thought of their world.

"It's…. So different…" Syrus finally managed to say.

"Yeah, it's nothing like you're used to huh?" Yumi said in a gentle voice.

"No… It really isn't." Syrus replied quietly.

"This is going to be great! We're going to be good buddies, just you see!" Odd said excitedly, nudging her roughly almost knocking her down.

Syrus managed an uncomfortable smile.

"Well Syrus, this is your new home and tomorrow we're going to get you enrolled at Kadic." Yumi said.

"Tomorrow's going to be a long day." Ulrich moaned.

"Where is she going to stay till tomorrow?" Aelita questioned.

"I can probably convince my parents to let her stay for the night. Hopefully they won't mind." Yumi replied looking over at Syrus who was now staring up at the clouds that were floating across the yellowing sky.

"Yeah that will be a barrel of laughs. It's too bad I won't be able to be there." Odd teased.

"Yeah well it's a good thing you won't be. It will be awkward enough without you." Yumi retorted.

"Hey!" Odd yelled in response.

"Well, we had better get back to the dorms." Aelita said.

"Yeah, good idea Aelita." Ulrich replied.

"I will see you guys tomorrow." Yumi said waving as she turned to leave. Syrus following shortly after turned to look over her shoulder with a look of uncertainty.

"Don't worry Syrus, Yumi is a nice person." Aelita reassured her. With that Syrus turned to follow Yumi to her house.