Disclaimer: I don't own anything belonging to Code: Lyoko, Total Drama, or Ace Lightning. Code Lyoko is property of Moonscoop, Ace Lightning is owned by BBC and Alliance Atlantis, and Total Drama is the property of Fresh TV.
Xxx
Noah 2.0
Plans and Surprises
"Hey Mark. I heard about Chuck. Really bad news but don't sweat it mate, I'm sure he's fine. He's a lot more resourceful than he looks."
Mark sighed. "I hope so, Pete. I'm going to try and find Sparx and see if she knows anything. I just hope she's all right."
Xxx
The Factory
Sparx's Room
Sparx barely had the time to jump to the side, dodging the black and gold lance that speared through the wall, leaving giant hole. Sparx pulled out her sword and fired a bolt of purple lightning at Nephilim who pulled his lance out and blocked Sparx's lightning attack. Nephilim roared and flew at Sparx who jumped through the nearby window, falling to the ground in front of river perfectly on her feet while a fall like that would have hurt an ordinary human.
Sparx then quickly whistled. "Lightning Flash, to me!"
Her ride flew down just as Nephilim crashed through the wall, roaring as he fell towards Sparx who took off at high speed into the sky.
"You can ride but you can't outfly me!" Nephilim grinned as he flapped his wings and shot after Sparx.
Xxx
Rick grinned as he watched the fleeing Sparx through Nephilim's eyes. "Everything is going according to plan."
"Yes. Nephilim will assimilate Sparx and then Lord Fear and we will have the advantage over XANA and Kilobyte." Lyon stated.
"We better hurry." Rick nodded.
Xxx
"Nephilim…" The Generals of XANA watched as the Master himself stared at the image of Nephilim in the skies above France. "I had not expected him to be recreated. And yet he does not bare the majority of my codes as his previous version did."
"Lyon must have recreated him somehow." Lilith commented.
"I am not one to tolerate such treachery." XANA stated.
"So what is he now?" Sora asked, tilting his head slightly.
"A new form, created from a new source of codes combined with Project Carthage. Another attempt by Lyon to gain control." XANA turned away from the screen as it vanished. "Nephilim represents a danger to our alliance and I do not tolerate such wild cards."
"What are you going to do?" Jinx asked.
"Destroy them…All of them." XANA smirked slightly. "If Lyon believes he is ready now that he knows the truth this time he is as foolish as he is arrogant."
"Are you going to tell Kilobyte?" Lilith asked. "If he and Nephilim team up they might become too powerful even for you."
"No. Let him remain in the dark for a little while." XANA turned away. "This gives us an advantage to accelerate our plans."
XANA was truly interested in seeing the outcome of this new predicament and he was sure he would benefit from it either way.
Xxx
France
Paris
Street of Paris
"I tell you, Mark, we are going to have a great time here." Simon Hollander said as he and Mark walked down the street. "There is so much we have to see."
Mark would have tried to have a good time if he wasn't so worried about the fate of Ace who was still in the Sixth Dimension and Chuck who was missing somewhere. Duff Kent had come forward, being the one who reported Chuck's bike near the entrance to the carnival and had cooperated fully with the authorities who searched the carnival but Chuck was nowhere to be found. This was enough for Mark to consider that even if neither Lord Fear nor Sparx were still in America there was still something wrong back on Conestoga Hills.
"Hey look!"
"What are those?!"
"They are fast!"
Mark's head shot up, seeing the familiar outline of Sparx on the Lightning Flash being chased by something with wings. "Oh no…"
"Blimey, is there a stunt show going on?" Simon asked thoughtfully.
Xxx
Total Drama Studio
Living Area
"Guys! TV!" Geoff shouted throughout the studio. "You'll want to see this!"
Geoff attracted more attention than he should have but it didn't matter as contestants and TD staff came into the room, wondering what Geoff was shouting about. A news recording of what appears to be a 3-D digital girl being chased by a lizard like monster with wings.
To some a very familiar monster.
The TD Lyoko Warriors all shared nervous glances as they stepped back from the crowd watching the television and headed for the exit.
No one noticed them leave.
Xxx
Sparx swerved through the air, avoiding energy blasts from Nephilim as she tried to shake him through the cloud but losing him turned out to be almost impossible as he slowly gained up on her.
Xxx
"I don't freaking believe it. First a video game comes to life and threatens to destroy the world and now this!" Heather threw hands up in the air as the TD Lyoko gang rushed through the park. "I thought we were done with Nephilim for good!"
"We all did but that was him!" Trent responded, stopping in front of the sewer. "And he's in the real world now too."
"Could this be XANA's doing? His Generals have the ability to materialize in the real world without activating a tower?" DJ wondered as one by one they climbed down the latter into the sewers. "Could he have somehow resurrected Nephilim?"
"Maybe but I don't see the reason why." Cody said thoughtfully. "Nephilim's too dangerous to be used as a General. He might try and break free and infect XANA himself."
"We still need to warn Aelita." Gwen pulled out her cellphone. "As if things aren't crazy enough around here."
"I know, isn't it great?" Izzy asked with an excited grin. "Wait till I go Fox-Style on Nephy's lizard butt!"
"Earth to Brainzilla, Nephilim's in the real world now! We can't fight him in the real world!" Heather exclaimed.
"Heather's right. Without our powers and weapons we don't stand a chance against Nephilim out here." Bridgette said as the group stopped in front of the ladder leading up to the bridge in front of the factory. "We need a new plan."
"I might have one." Noah said, earning everyone's attention. "I did it before by looking through Jeremy's cookbook on fancy programs. But we better call Aelita and fast."
Xxx
Sparx had only managed to make it out of the city with Nephilim chasing over the mountains before an energy beam from Nephilim's lance hit the rear of the Lightning Flash and sent it and its owner spiraling down into the forest of the mountains. Sparx managed to jump and land on her feet as the Lightning Flash crashed in the ground and exploded in a blast of energy and light. Nephilim laughed as he landed on the ground, summoning back his lance as he advanced towards Sparx who quickly fired a bolt of lightning but Nephilim simply blocked with his lance.
"And now the first step to revenge."
Xxx
Factory
The Lab
The elevator doors opened and Aelita walked into the lab, seeing everyone had already gathered. "I got your message. Is it true what you said?"
"Yeah. Sorry but it's true. Nephilim is back." Noah answered with a solemn nod.
"Then there is a lot more going on than we thought we knew." Aelita walked over to the computer. "XANA wouldn't dare bring a threat like Nephilim back but we know someone who would."
"Lyon." Trent frowned. "I thought we were done with him."
"So did I but if he's somehow recreated Nephilim and he's attacking Sparx then he has a connection with whoever sent that monster after her and whoever activated her tower." Aelita quickly looked at the files Noah brought up. "The Translation Program."
"It's our only shot of helping Sparx." Noah said.
"I know." Aelita quickly modified the program and stood up. "That's why I've made my own modifications to the program just in case XANA materialized monsters to a place where you couldn't reach the scanners. We don't have a second to waste. Noah, monitor the program and make sure that XANA doesn't hack into it."
"Right." Noah quickly sat down in Aelita's chair.
"Only a handful of us can use the program and we have to make it quick." Aelita led the others into the elevator.
"So who goes?" LeShawna asked.
"All of us." Aelita simply said as the doors closed.
Xxx
Sparx rolled on the ground, out of the way of Nephilim's foot that nearly smashed her to tiny bits of data. The fight so far had not gone well for her. She was skilled, fast, and athletic but Nephilim outmatched her in sheer power and strength along with his own brand of skills that easily countered anything she used. And he seemed to have an unlimited reserve of power at his disposal while she was running dangerously low.
Nephilim laughed as he cornered her against a tree. "Game over, little Sparxy."
"I don't think so."
Nephilim spun around, catching a flash of light before bolts of energy slammed into him. He let out a scream as the ground around him scorched and burned. Sparx looked up, looking on in shock as the Lyoko Warriors stood ready, here in the real world.
"You're not welcome in this world, Nephilim." Aelita called out to the digital monster as he stared at the warriors.
"You…I know you." Nephilim growled softly.
"We're the guys who helped kill you." LeShawna said, holding her hammer in both hands. "And we'll do it again."
"Yes…You!" Nephilim took a step forward, causing everyone to ready their weapons. "You! You stood in my way before!"
"Having memory issues?" Trent asked, keeping his guitar trained on one of the Lyoko Team's worst enemies.
"I am not like my previous incarnation. I am my own being, not guided or corrupted by the codes of XANA." Nephilim pointed his lance at the group. "I have been reborn and I have my revenge on all of you!"
"Here we go…" Gwen whispered.
Nephilim roared as he spread his wings out and prepared to rush the group. However he turned his back to Sparx who quickly fired a bolt of lightning that hit him in the back, causing him to stagger forward. That was all the time and opening needed for the Lyoko team to attack Nephilim head on, firing bolts of energy into him as LeShawna swung her hammer and slammed it into his torso, sending him flying through the forest, causing trees to topple over as he slammed into them but kept shooting down the mountain.
"And always remember, you'll never beat us!" LeShawna shouted down the trail of knocked over trees.
"I really wish we didn't have to knock over so many trees." Bridgette sighed once the battle was over.
"Don't worry. We need to do a Return trip anyways." Aelita said as the group walked over to Sparx whose form was crackling.
"Thanks. But who was that?" Sparx asked as Trent helped her up.
"Nephilim, an old enemy we thought was gone." Aelita answered staring at the scorched battleground. "He was created by a man who might be responsible for the monster attacks on us."
"I thought Lyon was done for." Geoff commented.
"We all did, Geoff but only he could have recreated Nephilim and this means our problems have only begun." Aelita said solemnly.
No one disagreed with her.
Xxx
Schaeffer Residence
Lab
"Nephilim failed." Rick banged the keyboard in frustration. "He almost had Sparx cornered."
"No matter. The test proved to be a success. Nephilim is our counter to Kilobyte and XANA." Lyon replied.
Rick sighed but nodded. "You are right. We are ready now."
Just as he finished that the lab was engulfed by a bright light, signifying a Return to the Past.
Xxx
The Factory
The Lab
Following the Return to the Past Noah looked over the recording of Nephilim during the attack. Nephilim not only was in the real world now but he looked different than he did before. He didn't have anything that connected him to XANA like he did when he was originally created from XANA's codes meaning that Lyon not only was able to recreate Nephilim but he recreated him from a completely new and different source. And without a way to scan those codes there would be no way to see where this new Nephilim had come from.
It's not like Noah had a program that could actively scan-
Noah's eyes widened as he got an idea and thought it over. "This could work."
An entirely new upgrade to give them a better chance against Nephilim, XANA, and all the other bad guys crawling out of the wood works.
Noah had work to do.
Xxx
Sixth Dimension
Carnival of Doom
"HHHHHHEEEEEEEEEEEEEEEEEELLLLLLLLLLLLLLLLLLP!"
This scream was so loud that almost every creature in the Sixth Dimension should have heard it as the Earthling known as Chuck Mugel ran for his life from a trio of monkeys dressed as clowns. Chuck had no idea how to defend himself in the Sixth Dimension so he did the only reasonable thing he could do.
Running and screaming.
"This is so unfair!" Chuck groaned as he ran around a corner…
And bumped right into Ace Lightning.
"Chuck?" Ace asked as Chuck bounced off his larger form.
"Ace? ACE!" Chuck jumped to his feet. "I've been looking everywhere for you!"
"What are you doing here?" Ace asked, spotting the trio of monkey clones rushing around the corner after Chuck and he quickly blasted them. "Did Kilobyte send you here?"
"I don't know. One second I was going to the carnival to find a piece of the Amulet and the next thing I knew I was here!" Chuck panted hard as he tried to catch his breath. "I was trying to get you back but I don't know what happened."
"Kilobyte." Lady Illusion said grimly, earning Ace and Chuck's attention. "He must be making his move now."
"We need to get to the portal and fast." Ace said, pointing to the Haunted House at the far end of the carnival. "We get to the portal we can lock Kilobyte here for good."
Ace quickly led Chuck and Lady Illusion towards the Haunted House, not knowing that they were being watched by a single Hornet that instantly made its report.
Xxx
Kilobyte grinned as he watched the images of Lightning, the traitor and the mortal approach the Haunted House. "And the second phase begins."
