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

The Rescue

Carbon Copy
City Sector
Central Processing Tower

XANA sensed a presence that he had felt before and sensed it as it touched Aelita and realized what it was. "I recognize this program…Hmmm….Noah, are you so desperate to rescue your friends that you would rely on that obsolete program?"

It was actually amusing to see how far Noah and Sparx would go.

But as he sensed Noah and Sparx's presence in Lyoko he sensed something else.

"A new unknown human signal?" XANA whispered and smirked. "So Noah, you've also recruited another human to aid you. You truly are desperate."

It wouldn't matter if Noah rescued Aelita and the others or not. Everything was going according to plan so there was no need for XANA to get involved. He could simply sit back and watch as Kilobyte receives a surprise visit.

It would force Kilobyte to keep on his toes and show XANA any weakness the so-called Cyber-Stalker had.

"Hmph! Kilobyte will soon learn the folly of underestimating so-called mortals. If they could create beings like us they can be almost capable of anything." XANA mused. "It would certainly save me some trouble in the long run."

After all eventually he would get rid of Kilobyte himself to remove any threats to his plans, the one true future he planned for the planet Earth.

And Kilobyte was not part of it.

Xxx

Lyoko
Forest Sector

"All right. I know where they are. It's going to sound crazy but I they're in a foreign digital world. One that is different from Lyoko." Noah explained to Sparx and Mark.

"Different from Lyoko?" Sparx asked.

"Are you talking about the Sixth Dimension?" Mark suddenly asked.

Sparx looked at Mark but didn't ask what he was talking about.

"No, I'm talking about a digital Replica XANA created that's separate from Lyoko." Noah explained. "XANA's created hundreds of these before but now he's created a new one and modified it to be a prison."

"Okay, I get the picture. So how do we get there?" Sparx asked.

Noah held out a hand. "Through me."

"What?"

"I merged my avatar with a program that's essentially the same as XANA and I'm not bound to the supercomputer like he originally was. I can leave Lyoko by altering the form of my avatar and adapting it to the digital sea. That's how we find the Replica." Noah explained. "Just touch my hand and I'll take us all there."

Sparx and Mark looked at each other before slowly touching Noah's hand. As soon as they touched his hand Noah's form turned into a golden mist and both Mark and Sparx changed with him an instant later, becoming a large golden mist that flew down into the digital sea. The mist hovered in front of the gate as it opened, allowing it to enter the World Wide Network and showing Mark and Sparx a world they had never seen before.

An upside-down city that seemed to be endless.

'What is this place?' Mark's voice asked. 'Wha-How can I speak like this?!'

'Relax. It's just our mind communicating in this state.' Noah's voice answered. 'And welcome to the Internet.'

'The what?' Sparx's voice asked.

'The World Wide Information Network. This is how it looks.' Noah's voice explained. 'An upside down city that probably stores all information in the world, useful, fictional, and otherwise useless. Now let's set out to find that Replica.'

The golden mist set out into the digital sea. Watching and observing the digital environment. After a considerable amount of time the mist came upon a massive sphere like structure, similar to the one that contained Lyoko.

'There it is.' Noah's mind spoke.

'Is that it?' Sparx asked.

'A Replica.' Noah answered. 'Now we find our way inside and then we rescue everyone. Be careful though. XANA doesn't like it when we show up uninvited.'

'So, big monster party?' Sparx asked.

'Big monster party.'

'Well then what are we waiting for? Let's go!'

The cloud opened the gate and entered the Replica.

Xxx

Replica
Tower Chamber

There was a blast of light that traveled up onto the platform of the chamber where the Replica's tower resided and upon landing on the platform in front of the tower it vanished, leaving Mark, Noah, and Sparx standing on the platform.

Mark looked down at himself and then looked around. "That was…"

"Like traveling between dimensions." Sparx finished as she looked around. "So where is everyone?"

"Well, we need to find them." Noah pointed to the exit. "I think I know where to go next."

Xxx

Prison

Aelita stood at the very end of the cell and looked carefully around.

"What is it, Aelita?" Bridgette asked.

Aelita smiled. "They're here."

Just as she finished that sentence the door opened and in walked Noah who was followed by Sparx and Mark.

"Noah!" The entire Lyoko group called out, earning the attention of the other prisoners.

"Mark?" Fiona Hollander gaped upon seeing her son.

"Mark?!" Samantha and Kat, Mark's former and current girlfriend exclaimed when spotting him.

"Hollander?!" Wayne and Heather Hoffs shouted.

"Who are they?"

"Are they here to rescue us?"

"Of course they're here to save us!"

"Hurry up and get us out of here!"

"Please help us!"

"They're all here." Mark said, happy to see that almost everyone who was missing was here.

"Yep, we did it. We found them all." Noah nodded in satisfaction. "Now let's hurry and get-"

"You are going nowhere."

The three spun around as the wall opened and in walked Kilobyte, glaring at them as his four tentacles slowly emerged from his back.

"Kilobyte." Sparx pulled out her sword.

"Did you really think you'd get out of here alive?" Kilobyte asked, his death gaze focused completely on the three rescuers.

"The day is still young, Doc Ock." Noah retorted.

"I am Kilobyte, the Cyber-Stalker and you are about to die." Kilobyte said as he sent a tentacle at Noah.

Noah however turned his right arm into a cannon and since his power was enhanced by his Smith program it fired a bolt of golden light that hit the tentacle, burning it greatly and causing Kilobyte to shout in pain. Sparx fired a bolt of purple lightning at Kilobyte's chest but it only forced him back a mere foot.

"You will pay for that. I will drain your powers!" Kilobyte shouted.

"We have to do it together!" Mark said, aiming his wrist cannons at Kilobyte and all three fired.

"Not this time!" Kilobyte rolled out of the way of the massive attack that blasted the wall behind him and lashed out with his tentacles.

"Don't let his tentacles touch you! He'll drain you of your power!" Mark shouted as the three split up, jumping in different directions to avoid being touched by the tentacles.

"Let's see him drain this!" Noah said as he rushed forward towards Kilobyte who could not believe a mortal was actually running towards him.

Too bad Kilobyte let his arrogance get the better of him as just he was ready to grab the mortal with his bare hand Noah phased right into Kilobyte's body.

"Wha-GUH!" Kilobyte shouted as he found himself losing control of his own body. "What-AH-have you-UH-done?!"

"I'm giving you a taste of what happens when you face the Lyoko Warriors!" Noah shouted through Kilobyte's mouth. "Try and drain all this power!"

Kilobyte screamed as his body started glow bright gold as he thrashed and struggled. He punched the ground, actually cracking it with his own fists as he continued to scream. The power of Noah and his Smith program was burning him away at the inside and he couldn't handle it. He tried to reassert control but Noah's Smith enhanced power was too great and it was literally working to rewrite his programming.

His data frame started to fluctuate and a second later it exploded in a flash of light.

"Whoa!" Sparx and Mark gasped as the golden mist faded and when it was gone, so were Noah and Kilobyte.

Xxx

Factory
Scanner Room

The scanner opened and Noah fell out onto his knees, gasping for breath. "Gah….That wasn't really a smart move."

Well, now he knew better now.

Xxx

Sixth Dimension
Circus Tent

In a flash of light and data streams Kilobyte's form regenerated in the center of the tent. As soon as he reappeared he collapsed to his knees, panting from the ordeal he had gone through. He had barely managed to survive such a feat and if he had been weaker that mortal would have destroyed his Nexus core and erased him from existence.

"That mortal defeated me…That mortal defeated ME!" Kilobyte shouted as he stood up and lashed out with his tentacles, destroying anything he touched.

That mortal had humiliated him in the worst way.

He didn't outsmart Kilobyte like Lightning's sidekick had done in the past.

He overpowered him with a program that made him more dangerous than even Lightning.

"He will pay…THEY WILL PAY!" Kilobyte reared his head back as he shouted up to the top of the tent. "I know you had a hand in this XANA! You knew! You let them come to kill me!"

There was no way XANA couldn't have known that the mortal had a dangerous power that could have destroyed him with his own programming. XANA let them come while allowing Kilobyte the chance to sample the future army so that the mortal could destroy him.

Kilobyte looked back down at the ground, gritting his teeth. "The first round is yours, XANA. But mark my words you will pay dearly for this. I make this vow that in the end, I Kilobyte, not you XANA will be the one to rule the mortal world and no one will stand in my way!"

And Kilobyte never broke his vows.

Xxx

"Noah, is he okay?" Mark asked after moment of silence.

"Nah, I got a bad headache." Everyone looked up at the sound of Noah's voice. "The strain of the two us fighting in the same body blew us apart. Hopefully that takes care of Kilobyte. But we better get to work before XANA sends company."

"How do we get everyone out?" Sparx asked.

"There's a switch at the far end of the room. Press it and then I can get everyone out." Noah answered.

Mark and Sparx followed Noah's directions, ignoring everyone's eyes on them as they walked to the other side of the prison complex and found a button shaped like the Eye of XANA.

"We got the switch." Mark said.

"Press it."

Sparx reached out and pushed the button, she and Mark watching as it slid into the wall and one by one all the cages opened. "Okay, now what?"

"Now this. Return to the Past now!"

Just as many of the prisoners were ready to bombard Mark and Sparx with questions there was a flash of light that reached out and blinded them.

Xxx

Mark blinked, finding himself back in the room he shared with his father. He looked around, trying to understand what just happened when his cellphone beeped.

He looked at the text.

Come to the factory. We have a lot more to talk about.

Noah

Xxx

The Mountains
Schaeffer Residence

"The new programs are ready. We can begin our move." Rick informed Lyon. "Nephilim will take down the Lyoko Warriors and then we can destroy Kilobyte and XANA."

'Excellent. Let's begin.'

Xxx

Woods
The Hermitage

"And if my calculations are correct this machine will create a portal and bring back all your alien friends." Horace Cheseborough said, stuttering slightly.

"Excellent." Lord Fear looked at the contraption that the science teacher had created. "With all my minions back on my side I will finally be rid of Ace Lightning and this world will be mine!"

Fear threw his head back and laughed so loud that his voice echoed through the forest.

Xxx

Carbon Copy

"Kilobyte survived…No matter. His usefulness to me is over." XANA mused as he looked over the data he had gathered from the last attack. "The preparations are in order and soon I will be ready."

All the pieces had been gathered and now all that was left was to make the first move.