Disclaimer: I do not own Code Lyoko or anything in the DC Universe.

Guest Starring: Lex Luthor

Fallout

The attack had been averted by the Lyoko Warriors, Clark and Kara. The Lyoko Warriors were in Jeremy's room. Nicole was there as well. Bill stood in the center if the room as everyone stared at him.

"What was the Ice Castle that's in the Ice Sector." asked Jeremy sitting in front of his laptop.

"It's the Fortress of Lyoko. I am the only one that can access it." explained Bill.

"How come?" asked the pink haired girl.

"I'm not sure yet. I'm still waiting for Grandpa to give me answers." replied Bill.

"I take it that you united the crystals together." said the blind girl.

"Yeah, how did you know?" asked Bill.

"Because mine is gone." stated Nicole.

--

On Lyoko in the Ice Sector the Digital Sea began to turn red forming the Eye of Xana. The Rolossus rose out of the Sea. The creature began to mutate into a human. A Dark Knight with the Eye of Xana on his chest appeared.

"Come fight me now." Rob stated while his eyes were pure red.

--

At LuthorCorp Lex Luthor sat planning his next attack against the Lyoko Warriors.

"Mr. Luthor there's someone here to see you." informed one of his men.

"Send them in." Lex replied.

A man in a business suit slightly Japanese looking and wearing a golden ring around his neck walked in to Lex's office.

"You?" Lex said. "I've seen you before. Who are you?"

"I am Hayat Ishiyama." the man smirked. "And I can't let you help Xana kill my daughter and her friends."

"They are terrorists like the Green Arrow." explained Lex.

"The Green Arrow is not a terrorist. And neither is my daughter." replied Hayata.

"Then who is." asked Lex.

"Milton Fine." answered Ishiyama.

"Liar!" Lex yelled pulling a gun on Hayata. "You're a terrorist!" he added before shooting Hayata Ishiyama in the heart. The poor man collapsed to the ground.

--

Over in the Dorms of Kadic Academy Bill's eyes turned pure white.

"I have to go." he said before teleporting out of there.

"Where'd he go?" asked Odd.

"Don't know." replied Nova.

--

Back at LuthorCorp Bill appeared in between Lex Luthor and Hayata Ishiyama's body.

"You monster!" Bill yelled staring into Lex's eyes.

"What exactly are you, Bill? I've never seen anything like that." Lex said amazed.

"Your worst nightmare." Bill replied pulling his crystal out of his pocket. "And now I'm taking you to a place where you can't harm anybody else."

"And where is that?" asked Luthor.

"Lyoko." stated Bill using the crystal to teleport him and Lex.

--

Yumi and Nova were walking towards Yumi's house. The blonde haired Japanese girl was going to spend the day with her cousin.

"It's been awhile since we hung out just you and me." said Yumi.

"Yeah, it's nice just for cousins to hang out." replied Nova.

"I know especially with everything that has happened." said Yumi.

A see through spirit came before Yumi and Nova. It looked like Hayata Ishiyama. Nova looked at her father as Yumi stared at her Uncle.

"Yumi, Nova. Both of you must get a hold of the others and go to the factory." informed Hayata.

"Why father?" asked Nova.

"Bill is taking Lex Luthor to Lyoko." explained Ishiyama.

--

On Lyoko in the Ice Sector inside the Fortress of Lyoko Bill and Lex Luthor landed. Lex looked around the Fortress.

"What is this place?" asked the virtualized billionaire wearing a virtual suit.

"The place of your demise." replied Bill as his eyes remained pure white.

"This is Xana's home world." said an amazed Lex Luthor.

Bill stuck his hand out towards the ground next to Lex causing a hole to the Digital Sea to form. "It's over, Lex."

"No." Lex shook his head as Bill walked towards him.

"Bill, stop it. Lex Luthor may be a bad man but he does not deserve to die." Franz Hopper proclaimed.

"Bill might listen if I were him." replied the black and gold warrior.

"Then who are you?" Hopper asked.

"None of your concern." the boy replied.

--

Yumi, Nova, Ulrich, Odd, William, Aelita, Nicole and Jeremy arrived to the Computer Lab at the same time. Jeremy sat down right in front of the supercomputer.

"I need to get you guys into the Fortress of Lyoko but I have to break the code first." explained Jeremy.

"Well, then hurry and do it, Jeremy." ordered Nova wanting to stop Bill.

--

Back on Lyoko Bill laughed at Lex Luthor and Franz Hopper in the Lyoko Fortress.

"Bill!" a voice called. "Stop all of this now!"

The black and gold warrior turned to see Xana's Dark Knight standing in front of him. "You."

"The Bill I know would never kill a human." stated Rob.

"I'm not the Bill you know." the boy replied.

"Yes, I can see it now." said Rob. "Bill, fight him. Don't let him control you."

Bill's eyes returned to their normal color. "Rob, is that you?"

"Yes. I'm fine. I'm here to stop you from doing something you'll regret." replied Rob.

"Like what?" asked a confused Bill.

"He's controlling you." said Rob walking towards Bill.

Bill's eyes turned pure white again smirking at Rob. "And there's nothing you can do about it."

--

In the Computer Lab the Lyoko Warriors were waiting as Jeremy tried to crack the code to get them inside the Fortress of Lyoko.

"Rob's on Lyoko." informed Jeremy.

"But I thought he was dead." replied Aelita.

"So, did I but he's in the Fortress with Bill." stated Jeremy.

"That's crazy." said Odd.

"We need to hurry up and get to Lyoko before something happens." stated Ulrich.

"Let's get down to the Scanner Room." replied William. "We'll go the old fashion way."

--

In the Fortress of Lyoko Rob had taken his spear out to confront Bill. Whoever was possessing Bill took his sword out to defend himself.

"The only reason you entered his body is so you could have his power." Rob stated getting ready to attack.

"Very observant." laughed Bill.

Rob swung his spear at the black and gold warrior who ducked out of the way. Bill spun around striking Rob's spear with his sword making Rob do a back flip. Xana's Dark Knight smirked at the possessed Lyoko Warrior.

"Bill's holding you back." said Rob.

"How do you know?" asked Bill.

"He wouldn't attack me like that." replied the Dark Knight.

"What am I dealing with?" Lex asked himself.

--

In the Scanner Room Ulrich, Odd, Aelita, Yumi, Nova and William were waiting for Jeremy to start the virtualization process.

"I didn't break the code so get ready for a little walk." informed Jeremy.

"That's fine." replied Aelita.

Ulrich, Odd and Yumi got in the scanners first and waited as the doors closed.

"Transfer, Ulrich. Transfer, Odd. Transfer, Yumi. Scanner, Ulrich. Scanner, Odd. Scanner, Yumi. Virtualization." Aelita, Nova and William followed in after the scanners opened back up. "Transfer, Aelita. Transfer, Nova. Transfer, William. Scanner, Aelita. Scanner, Nova. Scanner, William. Virtualization."

--

"I'm through playing around with you." said Bill.

"So am I." replied Rob. "Spear Throw!" he added before throwing his spear at Bill.

"Sword Slice!" Bill replied slicing Rob's spear away followed by a flip. Kicking Xana's Dark Knight in the face.

"It's time we let Bill solve this problem on his own." Franz Hopper proclaimed.

The Lyoko Warriors ran into the Fortress of Lyoko to see Bill looking at a fallen Rob on the ground.

"Bill, cut it out." ordered Aelita.

"Sorry, mother." Bill smirked.

--

Back in the Computer Lab Nicole stood behind Jeremy as he was typing on the supercomputer.

"I broke the code." declared Jeremy.

"Send me then." replied the blind brunette.

"Can you make it down to the Scanner Room?" asked Jeremy.

"Yes." Nicole answered.

"Okay, then." said Jeremy.

The blind girl somehow managed to make it down to the scanners and get in one. The scanner closed shut. "Transfer, Nicole. Scanner, Nicole. Virtualization."

--

In the Fortress of Lyoko everyone was in a standoff. Lex Luthor watched weaponless.

"What's this?" Bill asked looking up.

The Ice Castle was brightened up by the virtualization of Nicole. Bill's body began to shine. The possessed boy looked at himself clueless.

"It's time." Hopper stated.

"I hope you can beat Brainiac, Bill." said Rob getting up.

A/N: So Brainiac has somehow survived and entered into Bill's body and now he must travel into his own mind to defeat him. Nova's dad has been killed by Lex and Lex is now on Lyoko, what will Lex Luthor do with his first hand experience with Lyoko? Can the Lyoko Warriors somehow stop all of this? And how come Nicole can see on Lyoko? Until next update.