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

Summary: It started with the final battle against Xana when a seemingly new foe appears out of nowhere. Now the gang must continue to fight when they discover the origins of Project Carthage.

Deep with in the blue colored hue of Sector Five the artificial intelligence that controlled it sat in a large chamber. In front of her was countless glowing screens that showed pieces of the real world manifesting themselves into Lyoko. She smirked as the Statue of Liberty appeared in the Mountain Sector. The chamber looked like a church type room with blue colored columns in two rows leading up to a throne.

On the throne sat Project Carthage comfortably as she observed the digital realm. More and more pieces of the real world were appearing in Lyoko with each second. Thanks to Will she had gained complete control of the supercomputer and Lyoko.

"Well, it seems congratulations are in order, Will." said Carthage.

Will stepped out of the shadows and looked up at the AI.

"Whatever you say. But I think its time for a change." said Will.

Carthage raised an eyebrow.

"You're just like Xana, the only difference was that you created your body from the data from those punks while Xana got his body from possessing the samurai. I am getting tired of playing the puppet. So now things are going my way!" said Will.

He raised his sword and it glowed bright.

"Arc Beam!" shouted Will.

Will swung his blade with all of his might and let loose a wave of purple energy that flew at Carthage.

"Pathetic . . . White Oblivion!" shouted Carthage.

Her figure glowed an eerie shade of white. She released a wave of white energy that broke through Will's attack. Will could only gasp in shock and fear as the wave hit him. He screamed bloody murder as the energy wave cut through him and his body was ripped apart into streams of data.

Carthage raised her hand at the now deleted Will and the streams of data that was left behind gathered itself up and was absorbed into her. She simply smirked and sat back down on her throne.

"One down, four more to go." muttered Carthage.

She looked at the screen as it showed the Lyoko Warriors. She raised her hand as an invisible screen appeared in front of her.

S-C-I-P-I-O

The Lyoko Warriors panted as they ran through the Ice Sector. They looked on in sadness at the people and buildings that were virtualized into Lyoko and frozen in time. The icon of Carthage flashed and pulsed on the foreheads of the virtualized humans showing that they were under the control of the AI responsible for all of their trouble.

"This is no good. Without Jeremy we can't get to Sector 5 so we can stop all of this." said Yumi.

She sat on the ground and pulled her knees to her chest. Ulrich sat down and wrapped an arm around her shoulders in an attempt to comfort her. Aelita gripped her left arm with her other hand as she looked on. That was when a familiar shining orb appeared in sky and floatet down.

"Look! The Transport Orb!" shouted Odd, pointing up.

He pointed up just as Ulrich and Yumi stood up. The orb closed over them and vanished inside. They soon found themselves in the Arena.

"That's strange. Why aren't the walls and ceilings moving?" asked Odd,

"Carthage is messing with Lyoko's programming. We better hurry and get to the core of Lyoko fast." said Aelita.

Project Carthage watched as the Lyoko Warriors ran through the blue corridors of her domain.

"Ready or not, here I come."

"I knew this was too easy!" shouted Yumi.

They had entered a large room where they were attacked by wave after wave of Kankrelats and Creepers. They jumped to avoid the hail storm of lasers that flew at them. Ulrich and Yumi blocked the incoming lasers while Odd and Aelita fired back at the unending hoard hoping to decrease the enemy numbers.

"How can we handle this?" asked Odd.

He kept on firing but for every monster he destroyed two took its place. Aelita suddenly got an idea and ran up to Yumi.

"Yumi, get ready to use your telekinesis." said Aelita,

"What good will that do?" asked Yumi.

"Just do it!" snapped Aelita.

She obeyed and Aelita grabbed Yumi's hand as she started focusing her powers. Suddenly every monster in the room was lifted into the air and was crushed instantly. Yumi dropped her hand and looked at Aelita in amazement.

"How did you do that?" asked Yumi,

"I have no idea." said Aelita.

They heard a clapping sound. The gang turned around to see the source of the sound. On a blue colored throne sat Project Carthage smirking down at the group. They pointed their weapons at her while all she did was smile.

"Well, well, well. Looks like the gang's all here." said the AI, chuckling.

"It's over, Carthage. Give up and we'll spare you." said Ulrich.

Carthage giggled while holding a hand over her mouth.

"Forgive me if I disagree. From my point of view you are in a world of trouble." said Carthage.

A wave of white energy enveloped her and they soon vanished leaving Carthage floating in the air. She wore white armor with blue trims that covered her chest, forearms, and shins. Underneath her armor was a light blue shirt and leggings covered her body.

"Let the fun begin!"

She floated into the air and smirked down at the warriors. She pounded the ground with her fist and sent everyone flying and pieces of the floor came off. In quick succession Carthage fired multiple white beams at the group, making them dodge each time. When the beams hit a piece of the room nothing remained.

Ulrich immediately ran at Carthage and tried to swipe at her with his swords. He swung again and again but each time his swords missed. Carthage jumped back and hovered in the air. She then shot out a ball of white energy at Ulrich.

Ulrich held his swords out as the blast hit him dead on. He emerged from the blast without a scratch and charged again. He swung his blades as they glowed blue.

"Thunder Blade!"

The large blue arc of energy raced towards Carthage who stood her ground. As the attack was about to hit and the attack stopped inches from striking her. With another wave of her hand Carthage dispersed the lightning blue energy wave.

"Is that the best you have?" mocked Carthage.

Instead of responding with words Ulrich attacked with endless sword thrusts. However none of the attacks hit Carthage who still managed to dodge each blow. Carthage raised her hand and a wall of unseen energy hit Ulrich and sent him back.

"This is too easy. Begone, insects." said Carthage.

She raised her hand and sent out an invisible force at the Lyoko Warriors. They were sent flying back and hit the wall hard. Carthage than appeared in front of Ulrich.

"You go first."

She put her hand iin front of Ulrich and a swirl of white energy appeared in her palm. It blasted out of her hand and headed towards Ulrich. The samurai reacted by swinging his sword and the attack was reflected off his blade and back at Carthage. However Carthage reflected it back at him as well and soon enough it was a dangerous game of tennis.

Moments later Carthage mistimed her attempt to reflect the blast back and was it by her own attack. She dropped to the ground stunned. Ulrich and the others than ran up to her and attacked. Odd, Yumi, and Aelita fired at her with arrows, disks, and energy fields while Ulrich slashed away at her. Carthage retalliated by slapping Ulrich off his feet,

"Ulrich!" cried Yumi.

She tried to run to him but Carthage grabbed her arm.

"Sorry, but you're not going anywhere." said Carthage, spueezing her arm hard.

Yumi gasped as she fell on one knee.

"Poor, Yumi. It must be frustrating being so weak. Falling into the Digital Sea so many times only to be saved by sheer luck. Failing to save Ulrich's body when it destroyed Lyoko's core. Poor, poor Yumi." said Carthage, smirking down at her.

Yumi muttered something that was not heard.

"I'm sorry. What did you say?" asked Carthage in a sing song voice.

"Let . . . Me . . . GO!" roared Yumi.

Her face shot up and her eyes were now glowing red. Carthage was takn by surprise as Yumi delivered a massive uppercut that sent her flying through the air. She hit the wall and left a giant hole in the wall with cracks everywhere. Everyone stared at the hole and Yumi.

That was when Carthage erupted out of the hole with her eyes glowing white. She roared and dived at Yumi. The geisha flew upt to meet her with her eyes blazing red. Ulrich got a good look at those eyes.

He had seen them before.

Yumi and Carthage fought with punchs, kicks, beams of light, and disks that glowed red.

"Give up, Yumi. You can't win." said Carthage.

She fired a white sphere at Yumi but Yumi formed her own red glowing sphere. The attacks impacted each other and exploded. Yumi flew through the smoke and hit Carthage in the stomach. Carthage was flung back into the wall.

Carthage floated back up with her hair flying all around her face and white flames covering her body. Some of the flames shot from her body and engulfed the pieces of Sector 5. With a wave of her hand Carthage sent the flying debris at Yumi.

The debris slammed together and all was silent. Carthage sighed in relief and smirked as she basked in her victory.

CRACK!

Her smirk vanished when the debris cracked apart and vanished into dust. Yumi stood there as though nothing happened. A blood red misty aura surrounded her body.

"Why? How? You never had this power." stuttered Carthage, trembling.

Yumi opened her eyes and they glowed red with her aura.

"Who said it was Yumi fighting you, Carthage?" asked Yumi.

Everyone gasped when they heard her voice change. Her soft strong voice was replaced by a voice they thought to be dead. That was when Yumi shifted. Her body was engulfed in a cloud of black smoke that hardened like a shell around her.

A few seconds later it cracked open and Yumi stepped out. Her body suit was now all black with red lines and her hair now had red streaks through it. But that was not the only change. On her back was the Eye of Xana.

Aelita gasped and trembled. Odd looked on in shock. Ulrich glared and gritted his teeth.

"Xana!" said Ulrich through his lips.

"It's been far too long, Carthage."

"Xana. I thought you were dead." said Carthage.

"Correct, I was dead. Just long enough to lure you out."

"I don't believe what I'm hearing. You faked your death and took over Yumi!" said Aelita.

"But how? Jeremy said his program would wipe you out!" said Odd.

Xana who was now using Yumi as a puppet turned and looked at his/her hated enemies.

"You forget Odd, that I had Yumi under my control for a short time. Did you think I would not have a back-up plan for if she regained her will? As for why I survived it was actually easy. The reason why I created the Volcano Sector as my core was so that I could have a place to fall back and situate myself.

A place with high security and no virus could enter. To make sure you believed I was deleted I shut down the Volcano Sector myself. Since it was off-line the multi-agent program could not reach it. And the reason why I control Yumi was because I placed a shard of my core into her through the mental link I created when I captured her.

I am a multi-agent system as well so I am capable of dividing myself. A shard of my core was in Yumi while the rest was placed in the multi-agent program Jeremy created itself."

"That's why you wanted it!" gasped Aelita.

Xana nodded and turned to Carthage.

"And now thanks to Carthage the entire world is pretty much mine for the taking. She took it over for me and weakened you all so this should be easy. All that is left is one thing."

Xana glowed blood red and red spheres erupted from Lyoko's Core. They flew out of Lyoko and into the Digital Sea.

"That was the signal. Now the Volcano Sector and and my core have been rebuilt."

Xana then turned to the Lyoko Warriors. Raising the hand of the body he now controlled Xana sent a wave of invisible energy that sent the warriors flying back. He then turned to Carthage.

"White Obilivion!" shouted Carthage.

With the last of her energy Carthage released a wave of white energy that flew at Xana. However the demonic AI smirked and held out his hand. Just as the energy wave was about to hit him it stopped when it touched his hand. Carthage gasped.

Xana then flew at her.

"I have need of your abilities. Your resources will be useful to me."

"What do you want?" asked Carthage while stuttering.

"Your data for my new body."

Carthage's eyes widened in fear. Xana pointed a disk launcher at her and fired. The red disk was charged with electricity that blasted through Carthage. She fell to the ground and her virtual body dissolved into nothing but data.

All that was left was a blue orb on the ground. Xana picked up and looked at it in the palm of his hand,

"Hard to believe something so small was actually the core of a virtual being."

Xana then did something no one expected. He opened his mouth and swallowed the orb. Suddenly he started to convulse as he fell over. There was a loud scream filled with agony. The scream was mixed with Xana and Yumi's voices.

The Eye on Yumi's back pulsed and glowed brighter red. Yumi's suit changed back to its normal state as the black colored suit fell of her like a snake shedding its skin. The blackness gathered itself up into an orb of darkness with the Eye in the center. The Eye glowed bright red as the orb began to crack.

It exploded in a flash of red light and everyone covered their eyes. When the light faded everyone looked to see Xana in his new form. He looked the same age as them only a little taller than Yumi. He wore a black suit that was much like his old one when he possessed Ulrich.

On his chest was the Eye and he wore black fingerless gloves. The black suit had red lines all over it. Xana's face now resembled Aelita's except his hair was purple with black highlights and his skin was pale white with glinting red eyes. Xana looked down at his new body and smirked.

"This worked out so well for me. I thank you all for your part."

Ulrich held out his blades as they glowed blue.

"Thunder Blade!"

He released two waves of energy that flew at Xana. The demonic virus only smirked as a red force field enveloped him and blocked the attack. He dropped the shield and looked to see Ulrich charging at him. In a flash of red light the same sword that Xana used when he possessed Ulrich appeared in his hand.

He blocked both of Ulrich's swords and shoved him back before delivering a slash to the samurai's chest. Ulrich ran a ran over the sparkling cut out of instinct instead of pain. He looked up and glared at Xana.

"It is no longer that simple, Ulrich. At long last the avatar which I have desired is now mine. Created by the data of Project Carthage which contained a complete DNA scan of Aelita combined with the DNA data of you and William."

"It does not matter how powerful you are, Xana. I can guarantee that this time you'll perish for good." said Ulrich.