Lord Maximus: I don't own Code: Lyoko.

Summary: They thought it was over. They thought he was defeated. They were wrong.

The next day all was peaceful and quiet at Kadic Academy. However what the former Lyoko Warriors did not know was that an old enemy had returned and that a plan to affect dozens of lives was being hatched. Ulrich stepped out and inhaled the air for just a second as he walked down the ground towards the café.

"Hey Ulrich!"

He turned and saw Odd and Yumi walking towards him.

"Hey, guys. Where are Jeremy and Aelita?" asked Ulrich,

"Einstein went to pick some stuff for class today and Aelita decided to help him." said Odd.

Ulrich smiled and nodded. Einstein was the nick name for Jeremy and it figures he would try to get some alone time with Aelita. He shrugged and spoke.

"So it's just us before class, huh?"

"You got it." said Odd.

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The morning classes passed by and Ulrich was almost bored to death. He looked at his hand and noticed a familiar symbol pulsing on the back of it. He smirked but quickly wiped it and got back to the 'teacher's lectures.

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It was lunch time now and everyone was at their tables now eating their lunch. But just before Jeremy could greet his friends they all heard a familiar beeping sound.

He froze at the familiar tune as did all of his friends. He opened up his laptop and looked at the screen.

'No, it can't be, not again, please . . .'

On his screen was the image of an activated tower. Aelita nearly shrieked in horror when she saw while everyone turned pale white.

"No . . ." gasped Yumi.

That was when the news on the new TV installed in the café came on.

"We interrupt this program to bring a breaking news story. As of five minutes ago a new computer virus had appeared and has locked up every computer in the city. This new virus has been dubbed the 'Red Eye Virus' and apparently is able to lock up computers and prevent them from being used at all. We'll have more information as technicians work to find a way to counter this virus."

"It's real. It's him!" muttered William.

Xana was still alive!

"We need to get to the factory now!" said Jeremy.

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They arrived at the lab shocked to find the supercomputer reactivated. They had not been to the factory in over eight months yet here it was active as before.

"But how? My father sacrificed himself to power the Anti-XANA program. He wouldn't have willingly sacrificed himself if he wasn't sure that he was taking all of Xana with him." said Aelita.

"I wish I could say it was a dream. But its true." said Jeremy.

"I can see that it's true. But you said the program would completely wipe him out." said Yumi.

"Yeah, but then again this is Xana we're talking about. Don't you think he might have had some kind of back-up plan?" said Ulrich.

"Whatever the reason is the point he's back and a tower has been activated. He must be reusing an old attack to catch us off guard." said Jeremy.

"So do we?" asked Odd.

"Yes, Odd, but no heroics. I don't know how Xana survived or how long he's been active. There's a chance he's had time to plan things ahead since we all thought he was gone." said Jeremy.

"Whatever, Einstein. You just fire up the scanners." said Odd.

"Ready?" asked Ulrich looking at Yumi.

"I wish I wouldn't have to do this again but I'm in." said Yumi.

"As am I." said Aelita.

Odd opened the elevator and waited for the others to step in and then pushed the button for the room beneath the lab. The doors opened up to reveal the familiar scanner room.

Jeremy set up the transfer program. However just as he had done it an exclamation point appeared on the screen.

--

They landed on the soft green ground of the Forest Sector of Lyoko. It looked the same as before. Graceful trees hung in mid-air letting their roots hang right over the digital sea. A light warm mist enveloped the quiet forest.

"Everything's cool, Jeremy. Transfer was successful." said Aelita.

Ulrich unsheathed his swords and twirled them around in his hands. Yumi pulled out her fans and spun them around in her fingers. Odd took aim with his wrist launcher. Aelita opened her palm and the familiar pink glow of her energy field appeared.

After not coming to Lyoko for so long they had to get used to a feeling that was almost alien to them now.

"Feels good." said Ulrich.

"I hate to admit it but it's good to brandish my fans again." said Yumi.

"Feel's great to be back." said Odd.

Aelita turned around and looked at her friends.

"Tower should be just right up ahead. Let's go." said Aelita.

The group took off on foot towards the tower.

"Why not just take the vehicles?" asked Odd.

"The back-up programs are in my room. I can't risk using the originals because they might be corrupted."

"I was hoping to ride my Overboard again." said Odd.

The group neared a tower that was glowing red obviously under the control of Xana. In front of the tower five Bloks and three Crabs were guarding it.

"Well, some welcoming committee. This should be a good warm up." said Odd.

POW!

The monsters had spotted them and unleashed a rapid barrage of lasers in their direction. The lasers flew by their heads as they dodged and sought refuge behind a few trees. Odd thrust his arm out from the cover of the tree he was behind and a quick succession of five gold arrows launched from his wrist and flew towards the monsters. One Blok was hit and instantly devirtualized while the other monsters continued to fire. Ulrich jumped out of his hiding place and pulled out his swords.

"Triplicate!"

In a flash of yellow light one Ulrich was now three. Ulrich and his duplicates charged forward. However no one expected what would happen next. The four remaining Blok's charged their laser and instead of a fist sized red sized energy projectile the Blok's let loose a solid beam of energy.

Ulrich's duplicates were deleted instantly the moment the beams struck and the other two beams hit the trees that others hit behind. The energy beams burned though the virtual bark and instantly Odd was hit when an energy beam plowed through his chest and Yumi followed shortly.

"Oh no!" shouted Aelita.

"Look out! Ulrich, Aelita, Xana's modified the weaponry of his monsters!"

"Thanks for the update Einstein. Like we didn't figure it out right now!" said Ulrich as he dodged more lasers.

Aelita let loose her Energy Field but to her dismay the attacked was negated by an energy beam.

The Bloks let loose continuous beams that swept through the forest. Ulrich was dodging the beams as well as the volley of laser fire from the Crabs. He blocked the incoming lasers with his swords and dodged the energy beams. Aelita was forced to watch as they had yet to clear a path to the tower.

POW!

She was hit in the shoulder by an unknown assailant from behind. She quickly spun with an Energy Field to find a strange sight. A dark colored Hornet graced her presence. They were black, white, and red as opposed to the green original Hornets.

"Jeremy, there's a dark colored Hornet in front of me. Xana's upgraded more than just the Bloks." said Aelita.

"Give me a visual."

Aelita sent him a picture of the Hornets.

"Aelita, get out of there now! We can't risk you being devirtualized."

However before she or the others could even run even more monsters appeared. Twelve Crabs, three Megatanks, five Bloks, and ten Kankrelats virtualized out of nowhere and surrounded them.

"Where did these guys come from?" asked Odd.

"I don't know but I don't think they're here for a reunion." said Yumi.

The monsters however remained stationary and did not move to attack them or charger their lasers.

"What are they waiting for?" asked Odd.

"Orders." said Ulrich.

He suddenly slashed all of them knocking them all down and sent them skidding across the ground towards the digital sea. They looked up in shock to see Ulrich smirking down at them like they had been on the wrong end of a twisted joke. Which they are right now.

"Ulrich! What are you doing?" asked Odd.

"Are you crazy!?"

Ulrich looked up at the sky and his smirk turned even more sinister.

"Fooled you."

"What are you doing?" asked Odd.

"It's been so long since I held a sword I wanted to test it out." said Ulrich in simple tone.

"What the heck are you talking about?!" shouted Yumi.

Ulrich did nothing but stare at them with a blank look.

"Answer us!" shouted Yumi.

Ulrich suddenly laughed out loud with a dark and terrifying cackle that scared all three warriors and Jeremy to the bone. He stopped laughing and looked at them with an even bigger smirk.

"You want to know what I know. Scares you doesn't it, when a friend suddenly goes all psycho." said Ulrich.

"What are you talking about?" asked Aelita.

"I partially regretted watching Franz Hopper die all those months ago. The very man who gave me life and then tried to take it away." said Ulrich.

"What's that supposed to mean?! It was Xana Franz Hopper created and tried to kill! What happened had absolutely nothing to do with you!" said Yumi.

"That depends on you think Ulrich and Xana are." said Ulrich.

"What?" asked Yumi.

"Who are you?!" said Aelita.

"You've got it all wrong, dear Aelita. You all know who I am." said Ulrich.

"Yeah right! I know Ulrich and he would never strike us with his sword in the real world or Lyoko." said Odd.

"Did you not ask Yumi about the call Ulrich received last night?" asked Ulrich.

Odd blinked and Yumi and Aelita had looks of confusion.

"When Ulrich was on the phone you heard him say Yumi's name because you thought it was her that was calling him. But that's not true is it? You never called Ulrich last night, did you Yumi?" asked the stranger.

Yumi shook her head.

"If that was not Yumi who called than who did? It was you wasn't it?" asked Aelita pointing at the figure resembling Ulrich.

"Who do you think called him? You all have a good guess what's going on here why don't you just come out and say it? Yumi, how many times did you and Ulrich ever wish to just let go any inhibitions and just tell each other how you both felt? Over and over, non stop." said Ulrich.

Yumi gulped and pulled out her fans.

"Tell us who you are." she said.

Odd cocked his arrows and pointed at Ulrich while Aelita created an energy field. Ulrich smiled sinisterly at them.

"Guess." he said pulling out his swords.

He walked towards them slowly taking small strides. Each Lyoko Warrior leveled their weapons on him. He quickly threw his swords at Odd and Aelita with such force that they were sent flying back. The swords did not hit them directly but they found that their outfits were caught in the blades that dug deeply in the trees leaving them hanging there.

He stopped in front of Yumi and placed his hands on hers. He gently lowered her hands to her sides. Yumi was afraid but she could not even move.

"So, tell me." said Ulrich.

"About what?" she asked afraid.

"Am I your Ulrich or am I someone else? Go on, I'll listen." said Ulrich leaning towards her.

"So tell me."

He leaned his lips towards hers. Yumi had thought about this for so long. But just as it was about to happen Ulrich pulled away and let out a chilling laugh that was not human. Yumi's eyes widened and she pushed Ulrich so hard he landed on his back but he did not stop laughing. She grabbed him by the throat and slammed him into the ground.

"Shut up! Stop this! Stop messing with us! Who are you?!" roared Yumi.

"Look past the virtual flesh and see what lies underneath." said Ulrich.

He placed a hand over his right eye for a second and then pulled it away for her to see. She gasped and stepped back. Ulrich's right eye had been replaced by a familiar symbol.

The Eye of Xana.

"No . . ."

Ulrich stood up and spread his arms out and he was engulfed in a bright orange light that blinded everyone. He wore a pure black body suit with dark red stripes highlighting the muscles.

Around his forehead was a completely black headband with the Eye of Xana on it as well. His hands had metal gauntlets with short curved claws on each finger.

On his chest was the red Eye of Xana and he wore black boots like the ones William wore. He opened his eyes to reveal nothing but pure black orbs with the red Eye as their pupils. He smiled at them.

"And so at last the mystery is solved. I got to admit I expected you all to figure it out a little sooner. I couldn't have been anymore obvious."

"How?" asked Yumi who was trembling with fear.

"It was actually Jeremy who gave me the idea. If you all recall during one of his attempt so virtualize you all directly into Sector 5 he accidenlty separated Ulrich's mind from his body and left it directly open for me to possess. I spent the last eight months planning a new avatar and then I remembered how you all gave me the body of a Lyoko Warrior that I could possess without any resistance. That call I spoke off was made by a polymorphic specter I created that Jeremy could not detect because he served his laptop's connection with the supercomputer truly believing I was gone. Thanks, Jeremy."

Jeremy bit his lips when he heard that.

"I got to admit I thought at least one of you would have considered the possibility that I had a back-up plan. It's like none of you ever learned anything from all our battles. I knew you could track me and I knew you could find a way to destroy me. That determination you humans have looked like a flaw but I learned it was what gave you strength and when I escaped the supercomputer and destroyed Lyoko I knew it was far from over.

As I told Ulrich you all thought I made a mistake when I materialized William in the base in Siberia. It was no mistake. I wanted you to find a direct link to the programs I used to control William at that time just as I wanted you to know I had control over hundreds of supercomputers all over the world. I knew it would force you to come with an alternate way to destroy me because it would take too long with that the submarine, the Skidbladnir, and there was no guarantee it would have survived. The appearance of the Kolossus and the destruction of the Skid were means to motivate Jeremy into creating a program that could destroy me as fast as possible to achieve what I had sought. Take a good guess what that was, Jeremy."

Xana looked up at the sky and smirked. Jeremy's eyes widened when he realized what it was.

"Franz Hopper." he said.

Everyone's eyes widened when they heard this.

"Correct! Finally, the prodigy understands the meaning of it all. You couldn't have written a program that could destroy me on your own, Jeremy. You did not have the knowledge of my program but Franz Hopper, my creator did. The perfect motivation for him to come out was a chance to finally end my existence.

You see, Jeremy, you and my creators are alike in so many ways. You are both genius beyond your years and are capable of creating beyond anything that was believed to be impossible. But you are also so vain and arrogant. You were so sure it would work because it was like pressing a simple delete program and then just like that your problem is solved.

You were thinking of deleting a special program but you forgot that it had achieved sentience and could easily make several plans to counter your attacks. I did not have to worry about your Skid cruising through the sea because it would have taken years before you destroyed the final replica that way. So I showed you an alternative. And just like that you created it while unaware that my plan was already in action.

By simply creating a duplicate program of myself and closing myself in a Replica all I had to do was cut it off from the network where the program couldn't reach while you battled my duplicate who made it look like I was making final stand. In the end I achieved my goal; the death of Franz Hopper."

Aelita choked when she heard this. All this time she though her father had died saving the world but now the truth had slapped her right in the face. It was Xana's plan from the very beginning and her father had died for nothing. She screamed in rage and threw two energy fields at Xana.

He simply stepped to the side to avoid them.

"Struck a nerve did I there, dear Aelita. I haven't even explained what happened to your good friend Ulrich and you already want to fight."

"Where is he?!" shouted Yumi.

"I simply separated his mind from his body and locked him up like I did my creator all those years ago. However the difference is that this time he's not trapped inside this supercomputer. He's on one of my special Replicas just waiting for me torture him some more."

"You will give him back!" shouted Yumi.

She threw both of her fans and charged head forward towards Xana. He simply dodged the fans and blocked every punch or kick Yumi sent at him. He smirked and grabbed her arm before with great strength threw her into a tree. Odd fired his arrows but Xana jumped and avoided each one.

With great speed he appeared behind Odd and grabbed his tail. Odd yelped as Xana yanked the tail and tossed him in the air. Xana then dodged several energy fields Aelita sent at him. Xana held out his hand and in a flash of red electricity a long red sword with black vines crawling up the hilt appeared in the palm of his hand.

He blocked Odd and Aelita's attacks easily and sliced through one of Yumi's fans. He smirked.

"Lightning Sprint!"

He disappeared in a red blur and appeared in front of Odd. The purple streak blond had only a chance to blink for a second before Xana punched him in the gut and sent him flying. He disappeared in a flash of red and appeared behind Aelita. He quickly swept his foot out and tripped her and kicked her hard before she even hit the ground, sending her flying into a tree.

Yumi pulled out her last fan and lunged at him. He blocked and parried with his sword while Yumi pushed him back.

"Feeling a little angry are we, Yumi? You know if your mad about Ulrich being left without a body you all only have yourselves to blame. If you all acted a little smarter maybe Franz Hopper wouldn't have died and Ulrich wouldn't be rotting away in my little prison. If you want to hate someone hate yourselves for being so impulsive better yet, hate Franz and Jeremy for being the perfect puppets."

Yumi growled at him and jumped back. She threw her fan at him and he only held up his arm. A shield made off black smoke appeared in front of him and blocked the attack. The smoke than held the fan in the air and sent it spinning back towards Yumi.

Yumi ducked as it flew over her but it flew right back at her. She jumped, rolled, and flipped out of the way but it kept coming. She quickly held her arms to her head and used her telekinesis to try to stop the fan from coming at her. It stopped flying towards her and she grabbed it.

However Xana held out his hand and various rocks big or small were enveloped in the black smoke and sent flying towards her. Aelita flew in and grabbed Yumi and they both took off into the air avoiding the rocks. Xana used his Lightning Sprint and ran up a tree and jumped at them. His sword sliced through Aelita's wing and they both fell and hit the ground hard.

Xana landed on his feet just a few inches from them. He kicked Yumi away from Aelita and held his hand out towards Aelita. Tree roots sprouted from the ground and instantly wrapped around Aelita keeping her from moving her arms and legs.

"So sad for you isn't it, dear Aelita. Your mother disappeared and your father died protecting you so this time he can't save you. I wonder if you can swim out of the digital sea but there is only one way to find out."

The tree roots carried to the edge with Xana guiding them.

"Ever hear of angels falling twice in one day?"

Suddenly Odd jumped in and tried to cut Xana with his claws. Xana blocked with his hands and kicked Odd hard in the chest. Xana then opened his palm and an orb of orange light appeared in front of it. It grew bigger until it was larger than anyone present.

The guardian than enveloped Odd before he had a chance to move.

"Don't worry, Odd. I know how much you want to protect Aelita so I'll give you the chance. Just as long as you don't mind your digital structure being instantly ripped into the tiniest shreds of programming. It really isn't' that bad, Yumi came out of it several times."

"No!" a voice shouted.

Xana turned around and a large object sliced through the roots holding Aelita setting her free and fist slammed into Xana's face. He fell onto his back quickly stood up and looked at his attack. His eyes widened in recognition.

"William."

In front of him stood William in his silver suit with his large cleaver pointed at the creature that had ruined his life and possessed Ulrich's body.

"Well, the gang's all here now. I remember you being one of my most powerful tools. You fought the warriors head on and rarely lost. It's a shame I had to let you go but if I didn't than my plan would not have succeeded."

"So in other words I was expendable. Thanks, it's better than being your complete puppet." said William.

"You don't get it do you? I wanted Jeremy and the others to free you so they would not have anymore obstacles in their way before launching the program they thought would destroy me. But since you were so useful to me before I can repay you. You want Yumi to fall in love with you and since Ulrich is out of the picture you can have her all to yourself.

You can't help them find Ulrich because the Replica was hidden carefully when I took steps to make sure that program could not find it and erase it. So why not just make things easier for the both of us. I am not above rewarding people for their hard work especially when it greatly benefits me."

William glared darkly at him.

"The only thing I want is to pull you out of that body and slice you in half." said William.

He swung his sword at him which Xana blocked easily with his own blade. Xana then sighed in disappointment.

"I see. Well if that's the way you want to play it then fine."

He forced William back by simply pushing his sword forward. William grunted and held his sword in front of him. Xana held his blade in a ready position waiting for him.

"Come on, William. You're starting to overstay your welcome here so do it! Make a move already! Believe me if you don't make a move than I definitely will, you foolish human!"

His sword glowed with red electricity as he swung it forward.

"Lightning Arc!"

William was caught off guard by the sudden blast of red lightning that slammed into him. He was sent into the ground and his sword flew back a few feet. Xana walked forward and stood over him.

"Heh! You like that?"

He kicked William in the ribs and placed his hand on William's chest. Black smoke seemed to come out of his hand and entered William's body causing him to gasp in pain.

"This should teach you to mess with me. Now let's see what this little virus does to the human body. It's designed to make pain on Lyoko so real the only thing you want to do is kill yourself."

He stood up and watched as William groaned and gasped in pain. He rolled of his back and struggled to stand. The pain was him causing him severe spasm and he couldn't even see straight.

Xana laughed as William continued to endure the constant pain.

"Look at you, you're so pathetic. That was too easy. I guess all there is left for me to do is sit here and wait for your life points to run out. But I was so looking forward to torturing you a bit and I really don't want to give that up."

Xana waved his hand and instantly the Guardian spat out Odd and William's pain vanished. Xana turned around and his sword vanished.

"All the fun seems to have worn out. I've got business elsewhere. See ya."

Xana jumped over the edge and vanished into the digital sea. Yumi looked down with a distraught look on her face.