As what the CEA called him, dictator and military leader Toby Miller stepped into the central room of the base. When the building was a office building, it was the reception area for guest. Odd Della Robbia owned that building, before he was killed, the company going to his second son Charlie. His older brother Odd jr was lost sector six being sent to an unknown point of time. Charlie later died, being shot by Toby Miller himself in the back. Charlie saved Lili Miller from her father, where she was trained and taken care of by her grandmother on her mothers side. Her cousin Travis was trained with her.

Travis and Lili would spar everyday for their training, their grandmother Yumi Stern watching over them, teaching them what she knew. For five years they trained, and went underground to escape Millers attempts to finish what he started. It started when he Travis's father was killed not by Toby Miller, but by Xana before he began to act as Toby Miller. Travis developed in a incubator after xana's failed attempt to kill her while she was pregnant. Travis was raised by his grandmother on his mothers side, who was also killed my Toby Miller.

After five years of training, hiding, running and the occasional fight with Miller's patrols, Yumi Stern was buried. When the war started, they began to rebuild the lab, in hope to hack into Carthage, a computer program that gave Toby the world on a silver platter. During the reconstruction of the scanners, Yumi lifted a piece of equipment, far to heavy for someone her age to lift, her being almost seventy at the time. What she dropped landed on an unstable piece of equipment that exploded. She was dead before the explosion, dying of a heart attack. The blast took Travis' left hand.

A year later, the system was back together, and the war was over. CEA had won. They made their capital in France to monitor Carthage. Travis however hadn't given up. He wanted revenge for everything that Toby Miller had done to him. Bringing people together, he formed a resistance group against the CEA. When he had two hundred people, the CEA got nervous, and sent a small army to destroy them.

The city was evacuated before the battle, which was lucky because the city was turned into ruins, lyoko putting up more of a fight than expected. Leaving the city, lyoko claimed the ruins as their base of operations.

Ten years later, Odd jr arrived coming back through sector six. When he sent him, xana was fairly certain he was sending to a place that couldn't receive him, and he'd be forever lost within the computer. Odd jr came out and the next day was shot. Travis meet and killed a relative in the same day and then found out his wife was a double agent. And now his base was under enemy control. And in about ten seconds, he going to claim it back.

------

Toby Miller stepped into the grand hall of the lyoko military compound. Toby Miller, an old man now was still walking easy, and didn't look as old as he was. Medical science had worked wonders for him. He was nearly sixty, but felt and looked thirty. The compound was three floors, and had four elevators. Three of the elevators formed a triangle and gave access to all floors, except one. The elevator in the center of the compound led to one room. The lab.

Walking toward the elevator he was smiling when he saw Amber standing next to it. Stopping in front of her, he looked at her for a moment then hugged her.

" Well done Amber. Who ever thought I'd be proud to call a seductive slut like you my daughter."

" Thank you father. I've already activated lyoko for you. Now we can get this underway."

Amber said with a smile stepping into the elevator. " I've already set it to accept our retina."

" Did you set it not to accept the lyoko generals."

" Not necessary. I've already dealt with them." Toby Miller looked at his second daughter he had from cheating on Lili's mother.

" Are you sure they're dead. Did you see them fall and not get up?" Amber tried to think of the best thing to say. What if they were still alive.

" No." Toby slapped Amber then stepped into the elevator.

" You fool. They have cheated death more than once. What makes you think one of your soldiers who could handle Travis even if he's bound. You of all people should know what's he's capable of." Amber rubbed her face then stepped away from her father.

" If he was still alive, he'd of done something by now." As if on cue the large doors to the room where blown open with explosives. Several smoke grenades were thrown in as every soldier tried to see what was happening.

" Shit," Amber said aloud then ran into the elevator.

Travis and his soldiers charged the room with heat goggles and began to open fire. Toby Miller ran his retina as the elevator door closed and began to the lab. The CEA soldiers fired wildly as Travis rushed a guard, shooting him down with his shotgun. Pumping it he fired again. Firing, and pumping, firing and pumping he shot every soldier he saw. Firing his last shell, he pulled two pistols and began to fire at the soldiers on the second floor balcony.

Taking a shot the leg Travis went down as Lili and Sargent Davis covered him. " I'm fine." He said, standing up, continuing to fire. The smoke was beginning to clear as the soldiers began to find cover against the large amount of CEA soldiers. A soldier went down, then another.

" Get to cover!" Travis shouted as he ducked behind a large wooden box. Three more went down and one was hit and began to crawl into cover. Odd jr ran into the fray and dragged the soldier behind a pillar that wasn't that good for cover, but better than being a sitting duck.

Travis saw that he snipers on the top floor were taking the soldiers out. Seeing the soldier he gave the sniper to he called him over as he began to run to Travis. Taking a head shot he fell with a gun in the center of the floor.

" Dammit. Rest in peace." Sargent Powel, a large black man ran into the floor and scooped the gun up, everyone left providing cover. Diving over the box he crawled next to Travis, Lili and Davis. Handing the gun to Travis he began to fire back at the snipers, though they were protected fairly well.

Travis readied the sniper then quickly aimed and fired hitting one of the snipers square between the eyes. Putting his head back down he readied the next round. Signaling to Odd jr, who nodded and began to fire at the snipers. Getting their attention Travis fired the next sniper who was hit the chest, alive, but barely breathing. Taking the final shot, he fired and the bullet sent through the snipers scope, hitting him in the eye and through his head.

CEA reenforcements arrived from all entrances and balconies as the battle continued. Odd jr began to drag the soldier into cover before the soldier was shot. Leaving the body he ran into better cover, bullets all around him barely missing. Taking a few deep breaths he picked up a loaded gun on the floor and poked out of hiding, taking down three soldiers before returning to hiding.

Only two lyoko were left besides the generals and sargents now as Travis thought of something. " The lab! We need to get to the lab!" Travis shouted to everyone.

" The elevator is down!" Lili shouted back, poking her head over and shooting some before ducking back down. " We'll get slaughtered!"

" Better running than hiding!" Travis shouted again. Speaking into the radio he said, " Everyone who's left, when the elevator is up, get in. Provide cover on three." Everyone spoke back they understood. Travis readied himself for this suicidal tasks.

" One," Everyone readied their guns. " Two," Lili began to sweat, hoping he'd come back alive. " THREE."

Travis broke out of the hiding and ran toward the shaft pistols up. Everyone came out of hiding and provided cover as Travis made a mad dash, even with his leg.

Lili's aim was never better as she fired down the shoulders, one round for each. Taking a shot to the shoulder Lili fell back as Davis looked down at her.

" Cover Travis!" Davis nodded and continued to guard Travis, who still had ten yards to go. Travis aimed his guns and shot at the screws holding up a screen to the vents. Travis reached the end and dove, still firing as the screen broke off and fell down. Travis slid on his stomach into the shaft as the bullet hits the end of it. Taking a few deep breaths be crawled into the shaft and found a hidden control panel. Pressing up, the elevator was on it's way.

" It's coming, get ready to run," Travis said crawling back. He heard the sound of metal on metal, only to see a grenade rolling toward him.

" Fuck!" Travis grabbed the grenade and throw it the other way. The grenade got ten feet before it exploded, Travis, covering his head.

Lili saw the explosion and screamed, " TRAVIS!" Lili grabbed her guns and ran toward the shaft.

" Lili!" Everyone shouted at her. " Shit cover her!" Everyone covered again as Lili made her way to Travis who's condition was unknown. Diving into the smoking vent she shouted his name.

" Travis!" Lili crawled through the smoke till she reached his hand. Pulling out a item from her belt she pulled the pin as it began to suck the smoke in. She saw Travis was on his stomach, still conscious, but hurt.

" How bad?" She asked, needed to know if he was going to die or actually still had a shot.

" I'm fine," Travis groaned as they heard the elevator dock. Everyone began to run for the elevator as the gunfire still rained down on them. Lili dragged Travis in the elevator from a hatch next to the vent as everyone got closer. The lat two soldiers went down as everyone else kept running. Odd jr took a bullet the leg and went down.

Sargent Davis ran in the fray and helped him up and began to crutch him to the doors. When he was almost there, a bullet hit him in the head as he fell back and Odd jr fell forward into the elevator.

The doors closed as Travis lowered his head and said, " Goodbye Davis, you were one of the few I trusted."

----

The elevator started down as Travis looked at who was still standing. Odd Jr, Lili, and Powel. Lili was shot in the shoulder, Odd jr in the leg, Powel seemed unharmed, and Travis himself had a leg wound and had a grenade blow up ten feet away from him. Him arm was bleeding, as was his forehead. Travis took off his armor then looked at it. Several shots were stopped by Lili's and Kat's latest design. Even in the grave Kat was still there.

" Get ready," Travis said when the elevator began to slow down.

The door open and all four readied their guns. Travis stepped into the lab first and aimed around the room. Signaling for them to move in Travis spun around, getting a three sixty looked of the room. Turning once more he felt cold steal on his head.

" Shit," Travis said aloud.

" Hello dear." Amber said to him. " Still alive are we?" Lili aimed her gun at Amber as she kept her gun on Travis. " Back off sis, I'll shoot him."

" I'm not your sister," Lili said to her.

" Please. Our father was cheating on your mother for most of their marriage. Your mother was nothing more than a clueless whore." Lili fired as the bullet hit Amber's ear. Letting the gun down Travis grabbed her wrist and sent his knee into her gut. Travis elbowed her in the back and she fell to the floor.

" Nice shot," Travis said to her.

" Nice, I missed." Travis smiled then began to walk to the computer, after kicking Amber once just to get it out of his system. Sitting on the chair Travis read on the screen, ' Departure code reencrypted, sector six fully operational.' Reading another alert he read, ' Project life complete.'

" What the hell is project life?" Travis asked to no one in particular.

" It's what keeps me young Travis." Said a voice at the scanner ladder entrance. Everyone aimed their guns and saw Toby Miller, but it wasn't him. Toby looked at least ten years younger and much healthier.

" I take a few people, shove them in the scanner, drain their life force and add it mine." Travis aimed his gun and was about to fired before Amber did. Travis hit the ground as Lili unloaded a full clip into Amber. Toby Miller dropped back down as Lili ran to Travis.

" Where are you hit?" Lili asked Travis.

" Lower back. Fucking bitch." The sound of the elevator stalling made Travis look at the elevator. He had applied the locks before leaving it, but the locks weren't going to hold for very long.

" Odd, Powel, Lili, go after him. I'll go up and buy as much time as possible."

" Travis no." Lili said to him.

" It's all we have Lili. We can finish this here and now." Lili looked at him, as she tried to stop his bleeding.

" Go. Get me to the elevator first." Lili cried a few tears then helped him up. Half walking half dragging him to the elevator. " Close the door. When the locks break is when this starts." Lili pressed the door, and didn't exit the elevator. The locks broke as the room began to shake, then glided up. " I gave you an order."

Lili took a step toward him then said, " Fuck you and your orders." Travis laughed silently as Lili got closer. " I need to tell you something before we do this."

" You love me." Travis said to her. Lili looked at him. ' Kat.'

" Did Kat tell you?"

" No. What else could you possible say to me before our dying moments. Your very cliche you know that." Lili smiled then leaned her head in. Lili kissed him, and Travis actually kissed back.

" Do you love me?" Lili asked him. Travis knew his answer, so said it.

" No." Lili wasn't expecting that answer.

" You're a bastard. I'm about to die and you don't give me good news to die with."

" Would you expect anything less from me?" Travis asked her. Lili shook her head. " Then shut up." Travis pulled two pistols out then saw that his ammo clips were out. " How much ammo you got?"

" Not much. Just this," She said holding up the empty pistol. Travis handed her his two last pistol then readied his. " How we doing this? Hide in here and fire under cover."

" We aren't going to live this. I don't know about you, but I'm going out in the center of that room with a smile." Lili giggled then stopped when the elevator stopped.

" One more, please." Travis didn't ask for what she need one more of, he just kissed her deeply. Then he placed something on the ground of the elevator.

" Ready?"

" No."

The doors opened and they both ran out, pistols up and firing. Running sideways Travis shot to the left and Lili shot the right then they stopped in the room as they stood back to back firing. Travis used his rounds carefully, shooting easy targets in the open. Lili fired her first gun out of ammo then through it to the ground as she fired the last one. Travis took another shot to the leg as he fell to a knee and kept firing. Taking two to the chest he fell to this back still clutching his gun in his hand firm. Lili dropped a second later, spinning as she fell to her bloody chest where she was hit.

The gunfire ceased as Travis and Lili lay there. Travis rolled his head over and looked at Lili who was looking at him. " Travis," Lili groaned as she reached for him. Travis dropped his gun and grabbed her hand.

" I love you." Travis smiled, then noticed he wasn't as much of an ass as he thought her was.

" Lili," Travis began, his breath fading. " I love you."

" Liar," Lili said with a laugh. They were going to go any second.

" See you on the other side," Travis said to her as they both couldn't keep their eyes open anymore. Then at the same exact time. They died.