Disclaimer: I don't own anything belonging to Code: Lyoko, Total Drama, or Reboot. Code Lyoko is Property of Moonscoop, Reboot is the property of Mainframe Entertainment and Total Drama is the property of Fresh TV.

Xxx

Chapter 6

"Don't let it get free! Secure the forelegs!" The Guardian Captain shouted to his troops as they struggled to keep a large spider virus shackled while herding it into a mobile containment unit. They were in the middle of a ruined sector of a system that resembled a small village surrounded by a forest with a large tower in the center that was the Principal Office of the small system. "Keep out of the firing range of its venom!" That meant not to get in front of it; luckily the Guardians were using shock staves formed from their key tools to make the spider virus move forward towards the cage while a set of mechanized lengths of chain within kept on pulling it in closer.

"Almost…almost!" One of the guardians shout, jamming her staff into the spider's side when it tried to turn around so it could get a shot at them. "Don't let it turn around! Keep it facing forward! Don't give this thing a shot, men!"

The virus thrashed and spat acid out, trying to break its shackles but the Guardians kept jamming their staffs into it, shocking it and forcing it into the containment field.

"Now!" The captain shouted.

The containment field activated, trapping the virus as it shackles broke. The virus slammed into the energy shield, trying to break free but the containment field held.

"Whoa, that was close." One of the five Guardians sighed in relief. "I thought we'd never get it done."

"Perfect, now get some transportation so we can it back to the Supercomputer." The Captain said, not planning to give the virus a chance to escape.

"Yes sir." One of the Guardians hopped onto his zip-board and flew off to get their ship.

While the Guardians waited for the ship to arrive a tear appeared in a blast of light above them.

"What the Dell…" The Captain covered her eyes from the bright light before the tear stabilized itself into a portal but not any portal.

A portal to the Web.

A Web creature flew out of the portal, resembling a shark with a strange red eye icon on its face with no eyes. The portal vanished as the web creature flew towards the Guardians and the Containment Field.

"Stop it before it…" The Captain was too late as the Web Creature rammed into the containment field and shattered it.

Before the virus could escape the Web Creature slammed into, merging into the virus's body with a red light covering its body. The virus screamed as the web creature merged with it and thrashed around and slammed its head into the ground.

"Performing a scan." The captain held up his keytool and scanned the virus. "It's some kind of..viral upgrade!"

The spider virus was engulfed in a red light that was blinding for a few nanoseconds. Where the monstrous spider like virus stood before was now a tall woman with pale skin, silky black hair that was straight and well kept, and a long black sleeveless dress that fell to her feet. She almost looked like a normal sprite except there was one major difference on her near flawless face. Instead of one pair of eyes she had two more pairs of eyes on her forehead, all of them red with slits for pupils like a cat.

Her finger nails were long and sharp like claws with black nail polish on them. Her lips were red and when her mouth opened it showed very sharp fangs. On her head were eight long sharp horns sticking out of her hair like a crown.

The Guardians were speechless as they stared at the new virus who simply looked around calmly, taking in the sights of the ruined sector before staring at the Guardians with an amused expression. Her eyes morphed, showing the same eye like icon the web creature had on it before vanishing a nanosecond later.

"I am Arachne, the Weaver of Destruction, and my function is the infection of this system." She spoke in soft but powerful voice.

"Not this system, take her out!" The Captain shouted and his last four subordinates aimed their keytools and prepared to fire energy blasts at her.

However Arachne raised her hand and fired small white energy blasts. Each one hit the Viral Containment team and trapped them in a net made of energy strings.

"By the User!" The Captain screamed as he tried to break free of the net.

None of the Guardians were able to break free as Arachne slowly strolled towards the captain. Once she stopped in front of him she slowly knelt to his level.

"Now who's the one trapped, little fly?" She asked amused by the angry look the captain gave her.

"This isn't over, one of my men will return with a full team to stop you, virus." The captain growled at her.

"I have no doubt about that, in fact I am hoping for it." Arachne raised her hands and held the captain by his shoulder. "I am a little hungry and could use a little refreshment."

Before the Captain or any of the Guardians could even think of a reply Arachne bit down on the Captain's neck, her fangs piercing his skin. The Captain let out a howl of agony as Arachne held him down, desperately trying fight her off. Red energy began traveling out of the small punctures Arachne's fangs left in the Captain's neck and traveled down to his icon. The Captain suddenly stopped fighting as his eyes were replaced with the red Eye of XANA, his face becoming emotionless and blank.

"That was a terrific meal." Arachne wiped her mouth as she stood up. "A little bit of energy and a new servant. Now, you will help me reach the Principal Office so I can take control of this system."

"Yes, Mistress." The Captain bowed his head.

"But before we do that." Arachne glanced over at the other trapped Guardians.

Screams were heard all over the sector.

Xxx

Mouse groaned as she opened her eyes and her vision slowly returned. She sat up and found herself in a cell with a firewall up to keep her trapped. She was in the Detention level but obviously Megabyte was now in control because of the number of viral and zombie binomes guarding the place.

"Spam it…" She looked down at herself and found all her weapons had been taken.

Standing up she walked over the firewall and looked around.

"Hey, I don't suppose any of you boys could get me something around here. I have a mighty thirst for some energy." Mouse said, hoping to gain someone's attention.

"I wouldn't worry about that now, my young lady." Herr Doctor turned and faced her. "His Mightyness has some very special plans for you."

"Oh really, well I always did feel like a special little girl. So where is he?" Mouse asked.

"Hunting." The Doctor grinned at the scowl on Mouse's face. "You got caught and now you wait for the rest."

"And what happens when we're all caught?" Mouse's fists curled up.

"Oh, I have no idea yet but it will be a sight to see." The Doctor chuckled. "Herr Megabyte has got special plans for you."

Xxx

Matrix was starting to lose his patience. Every time it looked they were getting close to meeting up with the others they were cut off by more of Megabyte's traps while he was free to inflict more grief on the others.

"Okay, we take this corner and we'll find the elevator." Bob pointed up ahead at a corner to the left.

"How do we know Megabyte hasn't shut down the elevators?" Matrix asked.

"We don't but even if the elevator is out we can still climb up the shaft to the level the others are on." Bob explained as they walked around the corner and saw the elevator.

"Glitch, connect." Bob held Glitch up to the elevator console. "The power's out for the elevator too. We'll have to go up the old fashioned way."

"On it." Matrix got ready to open the door with his strength but someone had other plans.

As it it was magic the elevator doors opened on their own and the lights in the elevator came on.

"O…kay." Bob said. "I didn't see that coming."

"Guess it'd be rude to turn down the invite." Matrix shrugged as he walked.

Bob stepped forward to get into the elevator but a Vid-Window appeared in front of him as the doors closed.

"Bob!" Matrix shouted before the doors closed completely.

The elevator then started traveling to the upper level.

"Oh dear, Bob, it looks like you are now all alone now." Megabyte chuckled. "I hope you have a flash light down in those dark halls, Guardian."

"I got it covered, Megabyte." Bob narrowed his eyes. "Thanks for the concern but I'll catch up with Matrix in a few nanoseconds."

"By all means go ahead and try, Bob." Megabyte examined his claws. "In the meantime I have a guest to entertain."

The Window disappeared leaving Bob alone as he activated a fusion cutter to burn a hole through the doors.

Xxx

Matrix banged his fists on the elevator doors, furious that he fell into an obvious trap. The sound of a Vid Window appeared behind him and the chuckling sound of a much hated virus made him spin around.

"You know you really should log off, all that anger is not healthy." Megabyte shook his head. "I can't imagine how that game sprite deals with it."

"All right, virus. No more games! You want revenge, then come out and face me!" Matrix growled. "Let's settle this."

"I agree, boy and here's something to motivate you." Megabyte stepped out of the way to show him…

"ANDRAIA!" Matrix cried. "ENZO!"

AndrAIa was hanging from the ceiling with metal cable holding her hands above her head while her feet just barely touched the ground. Enzo was on the ground with viral binomes guarding him.

"MATRIX HELP!" Enzo cried.

"Oh, does this belong to you?" Megabyte asked, feigning surprise. "I caught her wandering the halls and offered her help. Of course my hospitality was returned with a surprising amount of hostility."

"GET AWAY FROM HER!" Matrix roared.

"Oh my, I thought you'd be happy see her again." Megabyte gasped. "But lucky for you I am in a giving mood. Head to the Read Only Room and we'll…negotiate their release."

Megabyte laughed as the Vid Window vanished leaving an infuriated Matrix. When the elevator stopped he didn't bother to wait for the doors to open. With one good fist he smashed the doors down and ran down the hall at full speed to the Read Only Room.

Xxx

Of all the weird and crazy things Tom had seen in his left the things that were happening this cycle were among the craziest things he had ever seen. Finding himself in a new level of cyberspace, locating a system inside a gigantic metal sphere that floated underwater, and now finding a whole bunch of weird sprites out to delete him. That's the only way to sum up his cycle in just a few sentences. Now he was staring down a young red haired sprite who had a bow in her hands.

"All right, I am Guardian 543, state your name and function." Tom said, keeping himself calm and composed.

"Well, my name is Lilith and my function…" An arrow made of energy appeared in her hand as she prepared to fire. "Is this."

She fired her arrow but Tom quickly jumped out of the way, aiming his keytool at Lilith and firing his own energy blast. But Lilith simply created a portal in front of that swallowed the energy blast. Then it was sent shooting out of another portal, aimed at Tom. He launched himself back, flipping over in mid leap and landing on his feet.

"Dac, Link-Blade!" Tom cried, and suddenly a blade formed on Dac and shot at Lilith, attached to a line which seemed to endlessly extend from the key tool. Lilith managed to dodge by simply leaning to the right, and then the line retracted in the blink of an eye. Tom shot out with it again, and the blade dug high into one of the smaller floating platforms higher up. He was pulled into the air as Lilith aimed her bow and fired an arrow at him. The Guardian had the blade release from the platform above and aimed a kick at Lilith as he began a free fall towards her.

Lilith however simply vanished as Tom kicked his leg at her. Tom landed on the ground and looked around for where Lilith could have gone before a leg kicked his legs out from under him and he fell to the ground on his back. Grunting he looked up to see an arrow made of energy pointed between his eyes.

"Check and mate, Guardian." Lilith smirked as she prepared to fire her arrow and delete him.

"Hey!" Heather suddenly appeared in front of Lilith and kicked her in the chest, knocking the general back. "How about a real fight?"

Lilith quickly fired her energy arrow but Heather cart wheeled out the way and fire her shuriken launchers in retaliation. Tom moved out of the crossfire and watched as more fighters entered the area to help Heather. Gwen was ready when Lilith dodged out of the way of Trent shooting one of his lightning spells at her using his guitar. The spell caster swung her scythe, aiming to bisect Lilith up the middle; the general cart wheeled out of the way and then used her bow as a defensive tool against Duncan as he charged her and tried to land in a fatal blow.

But then the Generals moved in. Ryder was moving in to attack Duncan from behind, but Bridgette dove down with her board and clipped him in the shoulder, drawing his attention as she dodged multiple lightning attacks from him. Sora, having moved his fight with Izzy and Noah to the current scene, was dodging multiple shots from the boy genius while Izzy tried to scale any rocks tall enough so she could leap at Sora to drag him down. Jinx came to Lilith's relief and almost managed to petrify Duncan, but Courtney intervened in a similar fashion with her battle staff and struck Jinx across the face with a surprise attack.

Yuki was creating ice structures, altering the terrain of the battlefield and nearly consuming some of the fighters. Gwen's fire aura managed to keep the ice from covering them, so Yuki switched tactics and moved in with a pair of swords formed from ice.

"Izzy! A little help please?!" Gwen shouted as she tried to maintain trading blows with Lilith and melting away Yuki's ice.

"Allow me!" Noah had changed one of his hands into a blade and caught Yuki's ice swords at the last second before it could stab into Gwen. He began to trade blows with Yuki, but she mostly had him on the defensive with an aggressive tactic consisting of her pushing him back with multiple stabs and slices from her weapons while he clumsily parried. His other hand, a blaster, attempted to shoot Yuki at close range with little success.

"Impressive, isn't it?" A voice asked from behind Tom.

He spun around to see Blade grinning down on him. The Guardian gaped at the size of the giant in front of him along with his shark like teeth and white eyes.

"Try not to move so much and I promise I'll try not to enjoy it so much." Blade smirked as he raised his giant fist.

"Plasma Beam!" A beam of light slammed into Blade's chest and sent him flying into the stone wall.

Tom looked up to see a pink haired girl with bright wings out of her back allowing her to fly land on the ground in front of Blade.

"Sorry Blade, but I'm afraid your mission has failed. The tower's deactivated now and there's no way you and the others harming whoever this person is." Aelita glanced at Tom who held his keytool in self defense. "Now go back to XANA and tell him that he should be ready for us when we drop in on his front door step."

Blade growled but a portal appeared behind him.

"This isn't over, little girl." Blade pointed his finger at her.

He stepped into the portal and vanished. The rest of the generals seemed to understand what was happening as a portal appeared in the middle of the battlefield. They quickly jumped into it and vanished before the Warriors could do anything.

"Well, that was satisfying." Duncan smirked as he sheathed his sword. "Another win for us and the bad guys are running."

Tom kept his keytool up as the other Lyoko Warriors gathered around Aelita and looked at their mystery guest.

"So this is the new guy?" Duncan looked at him. "Well, he's a lot different from the rest of the digital creeps we've run into."

"Duncan!" Courtney lightly whacked him on the head. "Don't be rude. He was almost killed by those guys."

"Doesn't mean he's a good guy." Duncan shrugged.

"But seeing as how he was being attacked by the generals he's obviously not a friend of XANA." Trent pointed out.

Aelita carefully stepped forward towards the stranger who aimed his keytool at her. Everyone held out their weapons just in case he tried to attack her.

"It's okay; we're not going to hurt you. My name is Aelita." Aelita held her hands up to show she was not armed. "What's your name?"

Tom looked at her carefully, she looked almost harmless but he remembered how she took out that giant who tried to attack him.

"I am Guardian 543." He slowly lowered his keytool. "What's your function?"

The Lyoko Warriors looked at each other, having no idea what he was talking about. Aelita herself had no idea what he was talking about but maybe she could learn more if she replied with an answer he'd understand.

"I am Lyoko's Guardian." Aelita replied and gestured to her friends. "These are my friends, they help my protect Lyoko."

"Hi!" Izzy waved cheerfully at him before Noah pulled her arm down.

"Don't spook him!" Noah whispered.

"Lyoko? Is that the name of the system we are in?" Tom asked.

"Yes." Aelita nodded. "Who are you? Where do you come from"

Tom knew he should not lower his keytool but he had a feeling he could trust these strangers. "Tom. My name is Tom. My format: Guardian. To Mend and Defend. I come from the Net."

"…pretending to know what that means," Duncan muttered.

"Is the Net a system?" Aelita tried to understand the terminology used by this so called Guardian. "And are Guardians a form of…law enforcement?"

"You don't know what the Net is?" Tom sounded skeptical.

"Lyoko is very…isolated," Aelita explained. "You're the first person from another system to visit."

"Well…the Net is a level of cyberspace," Tom said. "And the Guardians are charged with the protection of the net from threats such as viruses."

"…this guy's an anti-virus program?" Noah raised an eyebrow. "…if only all of them had a fancy toy like that," He nodded to Dac.

"This is Dac, my key tool. A key tool is a Guardian's main form of weapon and has a use for…well…many things." Tom said as he showed Dac to them.

"It doesn't look all that impressive," Duncan said.

"Oh really? Dac, sword." Suddenly the key tool floated off of his arm, and a blade of energy came from it as it formed into a sort of hilt. "Dac, anti-viral blaster."

Now Dac was a rifle sized weapon which had a red laser aiming module attached to the underside of the barrel. Noah swallowed as he realized that the dot rested between his eyes.

"Dac, shield." Dac became a circular shield mounted on Tom's arm. "Dac, grappler."

Dac returned to normal, but shot a claw tipped cable out. It was like the Blade-Link he had used earlier except more suitable to grabbing rather than stabbing or slicing. It attached to one of the mountain sector's trees. He was swung up onto one of the branches and landed expertly. "Is that enough to impress you?"

"….yep!" Duncan nodded quickly.

"That's impressive." Aelita nodded, who was impressed along with everybody at Tom's display of Dac's abilities. "And every Guardian has a keytool?"

"Not everyone. Keytools choose their owners, few are chosen." Tom replied. "What about you? Last I checked sprites aren't capable of having powers like yours."

"Sprites?" Gwen asked.

"People, like you." Tom had a little trouble understanding that these people seemed unaware of the Net.

"Cody, could you scan this guys since he stopped moving?" Noah asked, wanting to know what was going on.

"On it." The voice that came out of nowhere made Tom jump. ". He's definitely an anti-virus program, an advanced one. Has to be made by an expert."

"Who was that?" Tom asked, catching his breath.

"Cody, he's um…the one who operates the system." Aelita sighed. "This place, Lyoko, is created by a supercomputer that Cody manages and operates."

"Wait a nano…." Tom held up a hand when he heard Aelita's explanation.

Everyone saw his face became a look awe, astonishment, and a little bit of horror. "Are you trying to tell me that this Cody is….a User?"