Disclaimer: I do not own Code: Lyoko. My new and improved army of robotic monkeys are trying to fix that though.

A/N: YAY!! Chapter 11 is here, and I got two reviews. Keep them coming guys! This is the beginning of the third set of chapters, but it is indeed very interesting. I even decide to play with Damon's hydrophobia again. There will be a couple of surprises at the end of the chapter, but not before Damon finally gets his first line in the entire chapter. Please R&R, or I will be forced to smear dead fish all over you until you do. Very unpleseant for both of us...


It was a rainy day in France. All over the country there were thick thunderclouds hanging aver the air. Kadic Academy and the surrounding town were no exception. Yumi had walked to school by herself because Damon parents had called him in sick Yumi didn't believe for a second that he was actually sick, but she could think of no other reason why he wouldn't be at school today. She got to the school gates quickly, but it just felt like it took longer than usual.

"Hey, Yumi. What's up," Erethyr asked cheerfully.

"Why is she so chipper this early in the morning," Yumi muttered to Odd.

"This is her first time experiencing rain," Odd responded simply.

"That would explain it," Yumi declared, "I had forgotten that it hadn't rained since we materialized her."

"Just imagine what she'll be doing when she sees lightning or hears thunder," Ulrich added, jumping into the conversation.

"Or when it starts snowing," Odd stated. Yumi and Ulrich both laughed at this while everyone else just looked at them like they had just gone crazy.

"I don't think that I want to know what they're talking about," Aelita said.

"What could they be laughing about," Jeremie wondered.

"Why does this feel so much better than taking a shower," Erethyr asked in wonderment. At this the entire group started laughing. "What, it does…" she muttered, bringing forth even more laughter.

"Why didn't Damon come with you today," Ulrich asked Yumi.

"I went by his house and his parents said that they 'called him in sick,'" Yumi answered, emphasizing this last part.

"Why could that be," Aelita asked.

"Probably because of his hydrophobia," Odd stated.

"Oh yeah," Erethyr said, "I had forgotten about that completely." She rubbed the back of her head and blushed with mild embarrassment.

"I think that we all did," Jeremie stated, "Now come on, let's get out of this rain." The six friends jogged into the science building to get out of the rain.

"Okay, now I'm cold," Erethyr stated, wrapping her arms around herself and shivering.

"Well, of course you're cold. You just came into an air conditioned building from the rain," Odd stated, "The only way you wouldn't be cold is if you were a penguin." Odd waddled like a penguin to emphasize his point, getting a few laughs.

"Let's hope that you don't catch a cold," Yumi said.

"Yeah, because you'd give it to me, since I'm your roommate." Aelita added, getting a few giggles.

"Well, I better be getting to class," Yumi declared heading back into the rain and running to her history class.

"Yeah, that actually sounds like a good idea," Jeremie said, and they all went to Miss Hertz's class.

When the class actually started the first thing that Miss Hertz said was, "Alright, class. We're going to have a new student today. Principal Delmas should be bringing him in any moment now."

Almost as if on cue, Principal Delmas came in. A boy with spiky red hair, blue eyes, a necklace with a pewter skull pendant on it, a black long-sleeved shirt that reached almost to his knees with a fire design coming from the cuffs and the tail of it, baggy black cargo pants, and black Vans with a fire design coming from the sole. "We have a new student for you today," Principal Delmas proclaimed, everyone was rolling their eyes because Miss Hertz had already told them this, "Please introduce yourself to your fellow classmates."

"Hello, my name is Xavier Naples. I'm pleased to meet every one of you," he said, scanning the room. His eyes hovered over the Lyoko group the longest, however. The only person in the room that noticed this was Erethyr, but she decided that it was probably nothing.

"Please take a seat, Xavier," Miss Hertz commanded and he took a seat at the back of the classroom nearby Jeremie and Aelita, "Thank you, Principal Delmas. Before you leave, could you tell me why Damon isn't here today?"

He isn't here today because his parents 'called him in sick,'" Principal Delmas stated with only the subtlest of emphasis on the end of the sentence. After that being said, Principal Delmas left to go to his office.

"Alright class, today we're going to start studying micro-biology. Take out your textbooks and turn to page one hundred and sixty-seven," Miss Hertz proclaimed. Odd immediately slumped over on his textbook, sound asleep and snoring softly-much to Miss Hertz's dismay.

Lunch soon came, and the group sat in their usual seats. Xavier took a seat at an adjacent table on the side closest to Jeremie. "Man, it's still coming down hard," Odd said, indicating the rain.

"Yeah," Erethyr added, "I just hope that Damon's all right."

"Oh, is he afraid of a little water," a familiar voice said snidely.

"Sissi," Ulrich declared, "I see that you only have enough gall to come over here when Damon's not around. Now I wonder why that could be."

"Maybe it's because without him around she's not making her water park," Odd proclaimed, getting a round of laughter from everybody nearby except for the target of this remark.

"Very funny, Odd. Or should I say 'Sir Snores-a-lot,'" Sissi replied.

"Yeah it was, wasn't it," Odd responded, posing to look more like a knight. This got even more laughter.

"Odd," Yumi declared, "Between your ego and your stomach, it's no small wonder that you can get anything done."

"Yeah, that was a good comeback Sissi," Ulrich stated, "Now why don't you go on the other side of the cafeteria and come up with another one. It should only take you about another month or two." This brought even more laughter.

"No need to be so coy with me, Ulrich dear," Sissi responded, "I know what you really think of me."

"Yeah, I think of you more like an annoying itch than a person," Ulrich retorted, causing even more laughter to occur.

"Why don't you just leave your friends and come sit by me," Sissi said coyly.

Xavier then said, "Isn't it obvious that they don't want you around-Sissi is it?" This actually startled everybody in the area, Xavier hadn't actually said anything this entire time up until that point. His voice sounded familiar to the Lyoko group, but they couldn't quite place their fingers on where they had heard it before.

"Why don't you stay out of this," Sissi challenged this new comer.

"Why don't you leave them alone like they are indicating that they want you to do," Xavier responded coolly, with an eyebrow raised.

"Are you presuming to tell me, the principal's daughter, what to do," Sissi stated.

"You may be the principal's daughter, but that does not make you the absolute authority around here," Xavier responded matter-of-factly.

"He is right," Erethyr added, "So why don't you just sit your pompous ass on the other end of the cafeteria. Or would you rather make another scene like the other day."

"You wouldn't dare," Sissi proclaimed.

"How much you wanna bet," Erethyr retorted.

"They have told you flat out to go away, and yet you insist on making a scene. Just how fucking stupid do you have to be to not get the idea," Xavier stated. Everybody that was listening in on this conversation was actually surprised at how much gall the new kid had to diss Sissi on his first day.

"This isn't over," Sissi declared, strutting off to a nearby table.

After she had gone away Aelita was the first one to talk to Xavier. "Wow, your first day here and you're already becoming a thorn in her side. That has to be a new record."

"I was just trying to help out," Xavier stated.

"Well, after that," Ulrich stated, "you're good in my book."

"That's good to know," Xavier replied.

"Why don't you hang out with us," Jeremie stated, "It's always nice to have new friends that also hate Sissi."

"What can I say," Xavier responded, "I just don't like those that think that their better than everyone around them."

"That's always a good thing," Odd stated between mouthfuls of food.

"Anyway, I have to go now," Xavier stated, standing up, "I've got some things I need to take care of. Besides, my schedule for the rest of the week just has me as a student for the first half of the day. See you later." Xavier walked out of the cafeteria and off of the school grounds.

"He seems like a nice guy," Yumi stated.

"Yeah, but I can't help but get the feeling that I've seen him somewhere before," Erethyr muttered.

"I know what you mean," Aelita commented, "Something about him seems too familiar. Maybe the hair of the voice, I just can't tell."

Jeremie's laptop started beeping so he pulled it out and took a look at what was going on. "Trouble," was the only thing that he said and the entire group got up and put away their trays before going out onto the school grounds and running to their manhole cover in the forest.

When they got down there, they each took their transportation of choice. Jeremie and Aelita were on their scooters. Ulrich, Odd, and Yumi were on their skateboards. Erethyr, on the other hand, hastily put on a pair of roller blades and caught up to the rest of the group. They weren't that far ahead of her, but it didn't take all of them very long to reach where they were going.

They came out of the sewers right next to the bridge that connected to the abandoned factory and made a beeline for the freight elevator. Jeremie stopped at the computer lab while the rest of them went to the scanner room. "I'm sending you guys to the desert sector. Conveniently, XANA's already there confronting the enemy."

"Well, he does still know what the fuck goes on in Lyoko," Yumi stated, "Damon might be right to trust him."

"How can you say that after what he has done to all of us in the past," Aelita proclaimed as though she had just been accosted.

"I don't know," Yumi tried to justify herself, "That new kid got me thinking about stuff. What's his name again?"

"His name's Xavier," Odd stated as he Ulrich and Yumi all got into scanners, "But he's nothing like XANA."

The scanner doors closed and they appeared on Lyoko, with Aelita and Erethyr appearing shortly thereafter. "I'm programming your vehicles now," Jeremie stated, "I've even got you your own Erethyr."

"SWEET!!! What is it Jeremie," Erethyr shouted.

"You'll see," Jeremie said simply as the overbike, overboard, and overwing appeared normally. A new vehicle appeared, however. This one looked like a black carpet with red trim and tassles.

"You sent me a rug, just what I've always wanted," Erethyr declared sarcastically.

"Step on it, you might just like it," Jeremie proclaimed.

"Alright, I've got nothing to lose-except my dignity," Erethyr replied before stepping onto the carpet. It rose and hovered just off the ground. She instinctively spread her legs out just like Aladdin to keep her balance. "I take it back, this is pretty nifty Jeremie."

"I made it specifically for you. As long as you're on it, it will maneuver like the overboard and fly like the overwing," Jeremie explained.

"That is actually kind of sweet, but I didn't get you anything," Erethyr quipped.

"Let's just keep our minds on the mission,: Jeremie stated, "They are due southwest of your current position. I'm going to see what kind of damage is being caused. Whether it is by XANA or SAI, I don't know nor do I care as long as they are stopped."

Jeremie worked quickly and found out what was going on. Not only was energy being built up in three separate pylons, but the thunderstorm also seemed to be gathering strength as well. "Guys, I think that there may be a problem."

"What is it Jeremie," Aelita asked.

"Whoever is behind this is gathering power in three pylons. The thunderstorm also seems to be gathering a whole lot of power," Jeremie answered.

"This could be bad," Yumi stated and everybody pushed their vehicles as fast as they would go. They arrived on the scene in a matter of seconds.

XANA had been doing his best to hold off the opposing forces, but he was quickly getting tired. There were still over sixty enemies easily, mostly tarantulas and crabs. "Finally, the cavalry has arrived," XANA proclaimed.

"Listen, we're not doing this for you," Ulrich proclaimed, "We're doing this because a lot of people could get hurt or killed." At that time William decided to show up, but he had a girl in tow. This girl had long, silver hair that reached halfway down her back; black eyes that seemed to draw you in; was wearing a silver sundress; and was barefoot. The only thing that she was carrying was a silver umbrella.

"Who the fuck is that," Erethyr shouted.

"SAI," was the only thing that escaped XANA's lips. The entire group was in shock. Could XANA of been telling them the truth, was he indeed no longer their enemy. They put such thoughts aside, preparing for battle. The entire group hopped off of their vehicles, which instantly disappeared.

"I see no need to hide any further. XANA, I see that you are still alright. But I plan on remedying that malady of yours. What is it called…Oh, yes. LIFE," SAI cooed, making everybody's hair stand on end due to the pure murderous intent that laced her voice.

"Who is the one pulling the strings here," Yumi demanded.

"Why me, of course," SAI stated. With a grand gesture every one of the monsters and even William's markings changed. Instead of XANA's symbol, there was now a single silver eye-shaped marking-simple yet intimidating. "Well, well, well…I see that every A.I. is indeed here. Have you allied yourselves with such biological scum? They are very expendable. But this one in particular," she motioned towards William, "had his uses as an enforcer. Now he is useless to me. If you can stop my attack within the next two minutes, I might just let you have him back."

"You might want to hurry. The pylons have about two minutes left before they reach full capacity," Jeremie announced urgently.

XANA was now infuriated, and attacked with newfound vigor. He fired three arrows at a time now, destroying just as many monsters every time. Odd was helping with his Laser Arrows. Yumi was destroying as many monsters as she could with her fans, despite their evading her attacks. Ulrich and Erethyr closed in and were wiping the floor with the monsters. Every time a monster exploded, it emitted a silver light instead of the red light that they were used to. William just stood there, just waiting for the right time to attack.

Within a minute, all of the monsters were destroyed and Aelita was heading towards the silver-hued tower. William chose this moment to strike. He devirtualized Aelita just before she could enter the tower. SAI just grinned and stated, "Now how do you intend stop me without her to deactivate the tower."

"I'm gonna try something," Erethyr stated, "Do you think that you guys can hold him off?"

"With pleasure," Ulrich stated. Erethyr now headed for the tower, unopposed while Ulrich staved off William.

When she entered the tower, she floated up to the second platform and stuck her hand on the screen that showed up.


ERETHYR
"Three," SAI stated.
CODE
"Two," Jeremie declared hysterically.
LYOKO
The tower now shown its normal blue instead of the insidious silver it had been. The pylons were now quickly dispersing their pent up energy, as was the thunderstorm. With one thunderous crack, a bolt of lightning hit the bridge leading to the factory and made a gigantic hole in it.

"Bravo, with one second to spare," SAI chuckled, "Here's your William back, he's useless as a puppet now. I have other plans." With a twirl of her umbrella SAI vanished, leaving no trace of her ever being there.

Erethyr exited the tower and was quickly confronted by Ulrich, "How did you do that? I thought that Aelita was the only one that could do that."

"I can explain that one," Jeremie stated, "I saw the entire process and a hidden line of code was activated. As soon as Aelita was devirtualized, Erethyr gained the ability to deactivate towers. From that I can infer that due to sub-harmonic processing and quantum fields…"

"English please," Ulrich proclaimed, irritated at Jeremie for using scientific mumbo jumbo that he couldn't understand.

Aelita's voice came over the mic, "While my character card is refreshing Erethyr will be able deactivate towers. If my character card isn't refreshing and I can still fight on Lyoko, she can't do this. Apparently it is a back-up code for in the off chance that I get devirtualized before I can deactivate the tower."

"Why couldn't you just say that, Einstein," Odd jibed.

"Alright, so you weren't lying about SAI. And you even helped us get William back. Maybe Damon was right, you have changed," Erethyr declared.

"We may not put our lives into your hands just yet, but we will work alongside you. It is apparent that you honestly want to help us," Ulrich stated.

"Just how many monsters were there before we arrived," Yumi asked.

"I lost count after I destroyed two hundred," XANA stated flatly, getting shocked looks from the Lyoko warriors.

"So, if you hadn't helped…" Odd began.

"Your city would have been annihilated," XANA finished.

"And countless lives would have been lost," Erethyr added softly.

"So, I guess we have to thank you," Jeremie stated.

"No need. Through the eyes of others, I saw how beautiful that city could be," said XANA.

"I guess we'll see you later," Ulrich stated.

XANA beamed, he was actually gaining allies in his former foes. "Sure, I'll see you around."

The group waved to XANA as all five of them were devirtualized: Yumi, Odd, Ulrich, Erethyr, and the unconscious form of William. When they appeared in the scanner room, Aelita was waiting for them. They helped rouse the William. He had the same blue-black hair he did on Lyoko; but now he was wearing a black long-sleeved shirt over a red t-shirt, jeans, and brown laced boots.

"Uhn….What a ride…" William groaned as he woke up. Jeremie was in the computer lab getting rid of the specter of William that he had placed on Earth to replace the real William. The entire group quickly made their way back up there to see how Jeremie was coming along. William was being held up by Erethyr and Ulrich and helped over to where Jeremie was typing furiously.

"Welcome back," Jeremie stated as he finished what he was doing, "Now we just have to get you back there and into your dorm room."

"Sorry about what I did guys, I feel terrible. It was like I was there and doing everything, but I had no control over what I was doing. I was a prisoner in my own body," William apologized, "Is there any way that you could forgive me?"

"We already have," Yumi stated and everyone nodded their heads, "Just don't do anything rash like attacking the scyphozoa again. If Jeremie tells you what to do, even though he's only been to Lyoko three times now, try to follow his instructions to the best of your abilities."

"I guess I dead get a bit headstrong there," William laughed, "So, who is the new girl?"

"I'm Erethyr. And I was brought here by Damon before I got materialized. You might remember him; after all, it was thanks to you that he fell under XANA's control for that brief time period."

"Sorry about that, so that's what his name was; but as I told you, I had no control over my actions. I would like to make up for what happened, however," William pleaded.

"You already did by revealing Erethyr's latent secondary power," Aelita stated.

"What was that," William asked.

"If I ever get devirtualized, she can deactivate towers in my stead," Aelita explained.

"Alright, that's pretty cool. So, where's Damon? I'd also like to apologize to him," William declared.

"Why don't we go over to his place," Odd stated.

"Because we have to get back to school before anybody notices that we've been gone," Yumi declared.

"You just want more of Mrs. Lerath's cooking," Ulrich declared.

"I can't help it. My mind's in my stomach," Odd groaned.

"Your mind is your stomach, you purple pig with sweaty palms," Erethyr jibed; the entire group laughed at this as they made their way back to school. They just barely made it in time to make their classes

After school, they were going to Damon's house when they ran into Xavier.

"Hey, Xavier. What are you doing here," Erethyr asked, still disconcerted with how familiar he looked.

"I'm just walking around town. How about you guys, and who is that with you," Xavier asked indicating William.

"This is our friend William. William, this is Xavier," Yumi introduced the two to each other.

"Pleased to meet you," William stated, shaking his hand, "We're going over to Damon's. Want to come with?"

"Sure, I kinda want to meet the infamous Damon Lerath. I want to ffind out about this dodgeball game that took place recently," Xavier stated simply as he joined the group on there way to Damon's place. On the way, they explained what had about the dodgeball game in greater detail to Yumi, William, and Xavier.

When they got there Xavier said, "Man, he sounds like a badass."

"Yeah, I'd hate to get in a fight with him if he can do that much damage with a dodgeball," William declared. They knocked on the door and Mr. Lerath let them in and showed them to Damon's room.

"Be careful, he's been sulking all day long," Mr. Lerath warned them as he knocked on the door to Damon's room, "Damon, you've got guests," he called through the door before walked off.

They entered and the first thing that Damon said before he turned around was "I fucking hate the god damn rain!"

When he turned around he saw Xavier and his eyes widened with recognition. Xavier just nodded and Damon's face returned to normal. "Why do you hate the rain," William asked.

"Acute hydrophobia," Damon stated simply, explaining everything with just those two words.

"So, somebody as awesome as you at dodgeball is deathly afraid of a little water. I guess that nature has a funny way of evening out the playing field," William stated.

"So, what happened today? I heard on the news that some pylons were gathering a lot of power and the thunderstorm was worsening, but then all of a sudden the pylon's energy started dispersing. I heard the thunder though, that must have been one wicked lightning bolt," Damon commented.

"SAI attacked, she was pure evil. At least she gave back William for defeating her so expeditiously. She was going to wipe out the entire town, but instead only made a huge hole in the bridge," Erethyr responded before rushing into Damon's arms and kissing him on the cheek.

"So, who's your new friend," Damon asked, indicating Xavier even though he already knew his identity.

"His name's Xavier. He really helped us out in getting Sissi to go away without getting anybody into trouble," Ulrich explained.

Xavier's next comment shocked everybody in the room except for Damon. He just stated, "But all of know me better as XANA."