Code Total Drama

Disclaimer: I don't own Total Drama or Code Lyoko.


Chapter 37

Heather awoke to find herself in the middle of the room. Apparently she had collapsed sometime last night with no memory of what happened.

"Enjoy sleeping, little girl?" Shadow's voice came out of her mouth.

Heather's eyes widened as she heard his voice again. She looked at the mirror and took a look at herself. Everything looked normal, but as the memories came back she started to remember. That was when her reflection smiled back at her. She backed away from her reflection as the smile was colder than ice.

That was everything around her changed. Suddenly she found herself in darkness with a screen showing the room through her eyes. Shackles formed on her legs and wrists and pulled her down to her knees. That was when Shadow appeared in front of her.

"So glad you decided to wake up."

"GET THE HELL OUT OF MY BODY!" Heather screamed as she struggled against the restraints.

"Now why I do that after all the trouble I went through to put a copy of myself into you?"

"Get out, get out, ge-" Heather shouted before she was gagged by a black ball.

"There, now that is done, perhaps I can get started on my plan. I wish I could possess you like XANA could since he never puts up with this from his victims but since I can't use a tower or create spectres this was the best way."

Shadow turned and looked at the screen.

"Now let's see if this works. Stand up."

They watched as Heather's body obeyed Shadow's command and stood up.

"Go to the door."

Once again Heather's body moved to the door and stopped in front of it.

"Perfect." Shadow smirked as Heather struggled harder against her restraints.

Xxx

Noah whistled as he casually tapped away at his key board. "And...here we go." He closed the window. "Now just to run a simulation and-" His computer got blue screened by the very program he made. "And I end up wiping out all of Lyoko by accident, swell."

"How are things going Noah?" Gwen asked as she approached the genius.

"Well I've given myself the blue screen of death a few times, but aside from that I'm good." Noah said.

"What are you doing anyways?" Gwen asked.

"I'm trying to work off of an old program used by Jeremy Belpois," Noah explained as he shut his laptop down. "Awhile back Aelita showed me a program he intended to use to destroy large groups of monsters. Now back then they only got a few at a time, with how many we're getting I felt it necessary to look through the program. The key flaw was that it went after Aelita also, since she had a connection to XANA in her. I'm trying to develop a better Hunt and Destroy program that will avoid that little fiasco...and instead I end up having it go for the core of Lyoko where XANA makes his connection to the towers from. That results in Lyoko collapsing and causing a total system loss, followed by the super computer being irreparably damaged as an after effect I made to neutralize anything XANA's possessed in the real world. As you can see this would not work well for us."

"This is the Marabounta, isn't it?" Gwen asked looking at the screen.

"Yeah." Noah nodded.

"Noah I don't want to criticize you, but the history of people using a program like this have a streak of bad luck." Gwen said.

"And how do you know that?"

"I know for a fact Aelita told us about it. This is a multi-agent program, and recent history shows a multi-agent program tends to uh...turn on its creator. There's Project Carthage, the time the Marabounta tried to kill Aelita, and well...XANA of course." Gwen explained. "Bottom line: Multi-Agent program equals 'big owie' for us."

"Relax, I happen to know what I'm doing here." Noah said.

"Pretty sure Jeremy and Aelita's dad thought the same thing."

"Yeah, but there's a difference."

"What, are you smarter?"

"Yes, but no." Noah said. "They had no history to base it on, there hadn't ever been a multi-agent program up until Schaeffer made XANA and Jeremy was just dabbing at it. I have material to work with and modify, and I am not going to unleash it at the first chance I get just so it can turn on me. I intend to make...a few dozen layers of safeguards so when it is ready, if it even thinks of turning on us it will destroy itself from the inside out. A few dozen self destruct programs guarded by many firewalls and various security programs of my own making, all of which will be guarded by another layer of self destruct and security files, it becomes a powerful but rather fragile web. Try to take one out; the rest of it will collapse on you."

He pulled up a shape on his computer when it rebooted. It was of a triangle with many lines connecting within it. "Picture it like that." A shape appeared in the middle of it, in the shape of a man. "The man is trapped. There are no walls to the pyramid, but those wires prevent him from leaving, so he tries to take one out." The man grabbed one wire and tore it out of its bases. "And ZING!" The rest of the wires went taut and snapped straight. The man stiffened as many passed through him, and he fell as digital pieces. "Cut to pieces when you try digging your way to freedom. Boom baby."

"Noah, I said it once, I'll say it again, you're one accident away from being a mad scientist." Gwen said.

"I have a white lab coat and an evil laugh prepared for that scenario." Noah shrugged.

"So quick question here...you may have put in self destruct codes but can this program...evolve?"

"Nonsense. I designed this baby with a life span. When I insert it into a network, its life starts and it has seventy two hours to live before it creates a minor copy of itself and destroys itself. The minor copy is like a newborn baby, right back to the basic coding I used. It will do the same thing over and over again. And if I want I can remove it and put it on a disc. I have no intention of letting this thing get away from me." Noah said. "Schaeffer made XANA, so I'll make the one thing that's even better than XANA, a XANA that actually does what its told and knows when to lay down and die."

"One more question: Has Aelita agreed to this?"

"I'm sure she'll say yes."

Xxx

"The answer is no." Aelita said.

They were now all in the mall, meeting with Aelita and Noah just finished explaining his plan.

"I know you're hesitant but I've checked and made sure nothing will go wrong." Noah explained.

"Out of the question, Noah. I've seen these codes and a lot of them look like the same codes that were used in XANA's creation." Aelita said looking at Noah's laptop.

"So I had to use some of your dad's work but it's the only way it can work since the program will need to work as fast as XANA." Noah said.

"And with each battle's its intelligence will grow and when its memories are passed onto its offspring it will get smarter with each new generation." Aelita said.

"And that's why my character will have a wireless communications link with the program so I can keep an eye on it."

"I don't know, Noah. This just does not seem like a good idea." Bridgette said.

"It's true, Noah. You know the laws of Murphy right?" LeShawna asked.

"Relax, I know what I'm doing."

Meanwhile inside Heather's head Shadow's copy smiled evilly.

"Maybe we should give it a chance." Heather said. "We do need an ace in the hole, maybe Noah does know what he's doing."

But the real Heather could only sense one thing: Shadow wanted that program for a reason, meaning it was bad news. She tried to open her mouth and scream at them not to use it, but it was no good.

'Don't use it! It's what he wants!'

"Be quiet." Shadow said as he shocked Heather inside her mind.

She fell over in pain as she struggled to take back control and warn them.

"It's no use. Your voice can't reach them."

"She has a point; maybe it wouldn't hurt to try it." Trent said. "I mean, you've stopped a rogue program before, if it goes buggy we'll just destroy it and return to the past."

"It's too dangerous." Aelita insisted. "Combating one XANA is hard enough, can we really afford end up fighting two of them?"

"Good point there," Duncan said. "I say we trash the idea."

"But XANA doesn't have all the features Noah's installed. He's practically made it the internet's Fort Knox." Cody added. "I'm just considering both sides of this. I mean on one hand it looks like a big help, but it's also a big risk."

"Nothing ventured, nothing gained." Noah said.

"Well how about we take a vote." Courtney said. "To just take a test. Who votes we test it?"

She, Heather, Noah, Geoff, Trent, Izzy and Cody raised their hands.

"Against?" Aelita asked.

She, Duncan, Gwen, LeShawna, Bridgette, and DJ raised their hands.

"Eight to six, we test it out." Noah flipped the disc into the air and caught it, a neutral look on his face. He at least had the decency not to rub it in. "And if anything happens you can kick my ass later...and for the record, nothing's gonna happen."

The boy pulled out his laptop. "We'll need somebody to go to Lyoko, for when the program manifests. But the one question is do we wait until the next XANA attack or should I just launch it now? I managed to go over four successful simulations in a row and I can guarantee this won't attack your avatars or blow up Lyoko and fry the super computer."

"I still say it's a bad idea poindexter." Duncan said, arms crossed. "You mess with a bull, you get the horns. You mess with the uh..multi-agent crap, you usually get shocked, blown up, beaten up, cut up, or screwed up. And me, I like me the way I am, none of the above."

"Relax, I'll run to my room and set up a last few things." Noah said, sliding the disc into the lap top. "After that I'll take it to the lab and run that test. Again, I need at least one person to go into Lyoko and get me a good visual of it. Nothing better than the human-er...digital human eye."

"I'll go with you." Heather volunteered, standing up.

"Awesome, starting to like you now." Noah said. "Let's go."

They left.

Duncan looked at Aelita. "They're gonna screw up, aren't they?"

"Believe me, I hope this works as much as anybody else...but deep inside I agree with Duncan." Aelita sipped her drink. "Get ready to start running the moment Noah calls us."

"You know Aelita, you're technically the boss, can't you stop them?" Gwen asked.

"I may not like it, but I've seen when a program works it can help a lot. Jeremy created the same multi-agent program Noah based his off of and that destroyed XANA's copy. Maybe this can work." Aelita sighed. "I just need to make sure it doesn't connect to the restricted section. Can't affect anything from there."

"...I agree with you about that running part." Duncan said.

Xxx

Noah whistled as he walked into his room with Heather. "Okay Heather, let's just hook this up and get the wheel rolling on this."

He took the disc out and put it into his laptop. He sat down. "Hey Heather, look at this for a second."

Heather walked over as Noah opened a screen.

"This is an emergency Disarm code. Sometimes the program would accidently destroy itself in a simulation, about one out of five times. I want you to input the disarm coder if it starts to spontaneously destroy itself." Noah said. "It's a safety precaution, but luckily the only way to input it is manually approaching the program's Lyoko Avatar to do it by hand." He pulled up an image. "Here's the avatar."

The Avatar looked like a middle aged human with blonde hair and wearing sand coloured clothing. He also had gold armour on his arms and chest. He had no visible weapons ,and was bare foot.

"The input command is accessed from here." The Avatar turned and showed a small blue device with a red gem on the back of the program's neck. "Tap it, and an interface will open. Input the code and the self destruct systems will go into maintenance mode until I can fix any problems."

"I'll keep an eye on it." Heather nodded. "Oh, and what should I call it?"

"The program? Uh...never bothered to come up with one, too busy for that...how about..." Noah sighed. "Oh just call him Smith or something."

"Smith, right." Heather rolled her eyes.

Noah pulled out the disk and put it in his bag. Once finished they walked out of the room and headed for the factory.

Xxx

The elevator doors opened and they stepped into the lab to find everyone there, waiting for them.

"Hey, everyone ready for the party?" Noah asked.

"And ready to run screaming." Duncan said as Noah walked over to the computer and handed the disk to Aelita.

"Heather, you ready?" Aelita asked.

Heather nodded. "I'll head in."

Heather walked into the elevator and when the doors closed she smiled evilly.

'Don't use it! Aelita, Gwen, Cody, Bridgette, someone help!' Heather screamed inside her mind.

Xxx

Heather manifested in mid air, and landed expertly. She stood in the middle of the desert region. "Alright, I'm here."

"I'm uploading it...now!"

Another image appeared in mid air, and fell next to Heather. The blonde haired boy, Smith slowly stood up. He opened his eyes and looked at Heather. "Use identity: Heather."

"Alright we have a five second old baby who has three days to live so let's make the most of it." Noah said. "Oh and Heather, be careful with that code. If it turns out Smith is pulling a fast one, it will also disable his life span limit."

"You got it Noah," Heather smirked, her eyes turning into XANA symbols.

Smith backed away. "Warning! User alert, corruption detected!"

Xxx

"Looks like the things broken already, genius." Duncan said as they watched it on the screen.

"It can't be. The program's working fine!" Noah said.

"Well it's about to tear Heather apart!" LeShawna said, pointing at the screen.

"Noah's right, it is working. Heather has XANA coding in her!" Aelita said, showing an image of Heather's avatar.

"What? How?" Gwen was at Aelita's side, looking at the screen with an alarmed look.

"I don't know. There's no way she was possessed because there was no activated tower." Aelita replied.

That was when another icon appeared on the holo-map.

Xxx

Smith turned and saw Shadow sitting on a boulder, smirking at it. Smith made a golden bladed sword appear in his hands. "Hostile identified, engage!"

He leaped at Shadow and swung his sword down. Shadow back flipped out of range, and Smith cleaved the boulder in half.

"Real strong program you have Noah, I like it." Shadow said. "But it doesn't look like its unleashing its full potential. For one...it's only identified 'one' hostile."

Suddenly two shuriken buried themselves into Smith's back. The program gasped and spun. A wave of golden energy blasted at Heather. A smoke shield appeared to block but the gold energy ate through it and dissolved it but Heather dodged just before she was hit.

"Perfect! Not only is it strong, it can neutralize XANA's data." Shadow laughed, drawing his sword. "I love it! Now let's take it for a spin."

Smith swung at Shadow, who parried. They quickly traded several blows. Smith slashed Shadow across the chest, cutting out a chunk of life points. Shadow shook off the damage and slammed the hilt of his sword across the program's face. It fell, but rolled to its feet.

"Neutralizing corruption." Smith slammed his hands together, charging another blast.

Shadow smirked. "Shadow Sprint!" He managed to avoid the blast.

Smith looked around cautiously. Shadow came down from behind, but Smith spun and shot a smaller beam that blew part of the cloud away. Shadow grunted and reformed. "Well it's strong, fast, not as good as XANA yet but it has potential!" He smirked. "Looks like my control is weakening thanks to that fancy light show of yours, but I still have enough for this...oh Heather!" He called in a sing song tone.

Suddenly Heather tackled Smith. She tapped the blue button on his neck. The interface came up as Smith struggled. Heather put the code in.

"Warning, disarm code initiated, self destruct systems inoperable." Smith announced in his deadpanned tone.

Xxx

"The self-destruction has been deactivated." Aelita said, the screen showing Smith's stats.

"But why?" Trent asked.

"It doesn't matter now. Fire up the scanners, I'm going in there." Gwen said, heading to the elevator.

"Wait for me!" Izzy said following her.

"Better lend a hand." Duncan stepped in with them.

Xxx

"Now for the coup de gras!" Shadow laughed as Smith elbowed Heather in the face and then sent her flying across the platform.

Smith stood up and gathered more energy into his hands. Shadow vanished into a cloud of black smoke.

"Neutralizing corruption." Smith fired, but Shadow was gone by then.

Smith looked around, drawing his sword again. He didn't noticed tendrils of darkness coming from a small crack in the earth near him.

"What the hell are you?" Smith looked up and saw a pair of Mantas hovering over him. On one was Lilith, while the other carried Ryder.

"Corruption detec-tec-tec-tec-tec-tec-warning, corruption detected in system!" Smith looked down as Shadow's tendrils slid up his legs. He struggled ,but then they began to fuse with his flesh. Smith slashed with his sword and hit nothing.

Finally, he went limp, his eyes going from gold to black. His hair turned black also. Soon Shadow stood in his place. He looked down at his hands with a smirk. "Jack pot!"

Xxx

"What happened to it?" Bridgette asked.

"They've somehow merged together!" Noah said with wide eyes as how badly things had been messed up. "Oh man! This is so bad!" He ran his hands through his hair, messing it up.

"We have no time to waste then." Aelita said as Gwen, Izzy, and Duncan got into the scanners.

Xxx

"What just happened Shadow?" Lilith demanded as she leaped down and landed in front of him.

"OH I just got myself...a new body." Shadow chuckled. "And a hell of a lot more power than XANA would ever dare give up."

"I don't like where this is going." Ryder muttered.

"I see you also infected a Lyoko Warrior." Lilith looked to Heather, who was just beginning to get up.

"Yes. She's come in handy, helping me take over their latest weapon." Shadow said with a smirk as Heather got up and walked over to them.

He fired a single sphere of black material that slammed into Heather. She gasped and her eyes turned entirely black.

"That should make my control over her better."

Ryder whistled. "Damn, that was some powerful attack."

"Yes...it was." Shadow smirked as he faced Ryder and Lilith.

For a moment the three Generals stood there. Ryder looked between Lilith and Shadow. "Changed my mind, I still don't like where this is going."

"So what are you doing Shadow? You came here without XANA's permission." Lilith said, arms crossed.

"Oh, I'm so flattered that you're concerned...mother." Shadow sneered. "Go tell XANA our partnership is over."

"You're walking away from the boss? Dude, that's suicide." Ryder said.

"Oh, and I supposed what Lilith is about to do isn't?" Shadow looked to Lilith as she raised her bow, an arrow ready. "Unlike you all, I am not some pawn he created."

"No, you're a pawn the Lyoko Warriors created." Lilith snarled. "I should have deleted you when I had the chance, traitor!"

She fired the arrow.

Shadow casually raised one hand...and the arrow exploded on impact, sending out a wave of energy that knocked Lilith and Ryder off their feet and halfway across the platform. When they got up, Shadow stood there, an energy field around himself.

"Now I am unstoppable!" Shadow laughed.

"Wrong there ass hole." Noah snarled. "I can't delete you, but you ain't going nowhere!"

"What do you mean by that, book worm?" Shadow demanded.

"I inputted a piece of Smith's digital code into the super computer when I put it up, and it can't be removed! You're stuck in there, just like XANA was at Square One!" Noah snapped. "Real smart move, genius! When I get in there I'm going to make you pay for laying one hand on my program!"

Shadow snarled. "You pompous brat!" He calmed down. "Very well, eventually Aelita will have to come here. And when she does, I'm going to delete her and anybody else after I get what I need from her so I can get out of here."

"Ryder, we have to report back to XANA." Lilith stood up. "Get Yuki and regroup."

The two Generals vanished. Shadow looked around the desert. "So, I'm stuck here, just like XANA was..." He saw a nearby tower. "I guess that means one thing then."

"Shadow!"

He turned and saw Gwen, Duncan, and Izzy running towards him. Before they could get near him Heather appeared between him and them.

He smirked and walked over to the tower. He entered it, and stood on the platform. "If XANA wants a war, I'll give him and the Lyoko Warriors one." He spread his hands, and sent out tendrils of corrupted data into the tower. The blue aura turned into a black, smoke like mist.

Xxx

"This is impossible. Shadow shouldn't be able to take control of a tower even if he's taken over my program." Noah said.

"He found a way. But he didn't activate the way XANA would. He corrupted it." Aelita said.

"Is there much of a difference?" Courtney asked.

"No. If I input the Lyoko code it'll still shut down." Aelita said. "Let's hurry and get there before Shadow learns what he can do with that tower."

Just as Noah was about to follow them to the elevator Courtney put his hand on his shoulder.

"Hold on, should we even let you come? You pretty much gave Shadow that power."

"Hey, I didn't plan it, all right? You can kick my ass after we solve this." Noah replied.

"He's right. We need all the help we can get. Cody, take over and find out what Shadow is doing." Aelita said as she, Trent, Courtney, Bridgette, and Noah entered the elevator.

Xxx

"Scanner, Trent. Scanner, Bridgette. Scanner, Aelita. Virtualization."

All three warriors landed on their feet and stood up. In the distance they could see the tower surrounded by the black misty aura. A moment later Noah and Courtney landed on their feet and then Aelita and Noah were the last to arrive on Lyoko.

"We're all here. Let's get to the tower." Aelita said.

They headed to the tower, looking out for monsters.

"Are there any monsters?" Trent asked.

"Smith never had any monsters created. I just created it so it couldn't have created any." Noah said.

"Why bother with monsters when I can take you out myself?" Shadow said as he stepped out of the tower with black ripples seen as he came out.

Shadow's appearance had changed since he merged with Noah's program. He now wore a black cape that covered his entire body, silver gauntlets were seen on his hands and eyes were now pitch black.

"Ooh, new wardrobe." Duncan said sarcastically.

Shadow scoffed.

"I see some things never change. But now that you brought Aelita here I can take what I need."

"You want the keys I have, don't you?" Aelita asked but she already knew the answer.

"Yes. All though this new body has given me a power beyond anything I could have hoped I did not count on it that it's code would be inputted into the computer, keeping me here." Shadow replied, smirking.

"How did you possess Heather?" Gwen demanded, noticing Heather standing next to Shadow.

"Oh? That was easy. During her last trip here when I devirtualized her I was able to inject a special program into her. A copy of myself into her head that took control of her body, leaving her trapped in her mind. I could have done the same to the other one if Lilith had not devirtualized her." Shadow smirked evilly at Courtney. "It's sad. The two of you act so tough on that little show to win money but when it comes to real live the both of you ran and hid like two little scared girls. Both of you are just a couple of cowards under those little masks you put on."

"Watch your mouth!" Bridgette snapped, stepping on front of Courtney.

"Why? You know it's true. You warned the both of them that if they didn't take those training sessions they could end up possessed and they still ignored your warnings because they were so afraid." Shadow replied, glancing at Heather. "It's really sad, you should have just erased their avatars from the supercomputer and use the Return to the Past to wipe their memories of this place but instead you waited for them get their act together and practically handed this one over."

"Yeah, well your playtime is over." Gwen snarled. "Release her or I'll cut you up."

Shadow chuckled. "Come and get her, but I think you should know about what I'm using the tower for."

Xxx

Meanwhile back in the lab Cody noticed a pop up window with a warning screen.

"Great, now what?" Cody asked as he looked it over. "Oh crap!"

"What is it?" Geoff asked.

"Life points have gone active! If they lose all their life points its game over for good!"

Xxx

"Aelita, life points have gone active!"

"What's that mean?" Courtney asked.

"If anyone is devirutualized it's over for good." Bridgette said.

"So keep your life points above zero." Gwen said.

"That's right. So if I decide to cut her in half she would disappear forever." Shadow said as his sword materialized and he held it at Heather's throat. "That is unless Aelita is willing to trade her keys for this girl's live."

"Why do I get the feeling you are not doing this for XANA?" Aelita glared when Shadow's smirked widened.

"No. While XANA offered me the chance to even the score with you, Jeremy, and William that was the only reason I decided to fight for him. Even though I knew that once it was over XANA and I would have no use for each other. This program your friend has created is designed to erase any and all data associated with XANA. So why not give me the keys and I will finish XANA off for you?"

"You've got be to joking." Aelita said. "You'd think I'd fall for such an obvious trick, especially from someone like you."

"I guess that means I'll have to take them the hard way. It just so happens when I joined XANA I gained a few things like this."

In a stream of black coding a Scyphozoa appeared but Aelita did not seem to fear it.

"You obviously have a bad memory. XANA already tried to take the keys and the security program protected me. Even if you have left XANA's side I know that you still have his codes within you. Attempt to steal my keys will mean the end of you."

"That may be true but once I capture you I'll have all the time I need to find my around the security program."

"And seeing as that won't happen I have all day to kick your ass." Duncan drew his sword.

"I'm a lot stronger than before, punk." Shadow smirked.

"Okay seriously, I swear to god I'm getting rid of this damn Mohawk after this is over!" Duncan growled.

"For this girl, it may just be over." Shadow said as he prepared to cut Heather in half.

"No!" Gwen glowed green and activated her wind spell, thrusting her hands forward and blew Heather back away from Shadow.

Activating her flight ability she flew over Shadow and landed behind him. Pulling out her scythe she swung it but a pair of shuriken slammed into her back, knocking her forward. Spinning around she avoided Heather's foot colliding with her head. Getting up she held her scythe out.

"I don't want to fight you, Heather."

"Oh? That's too bad . . . For you. I want to cut you up into a million tiny digital pieces!" Heather sneered as she charged forward.

"Gwen!" Trent shouted as he ran to help but Shadow stood on front of them.

"Let them fight while I tear you all apart then I'll deal with Aelita."

Shadow raised his hand and shadow like creatures sprouted from the ground. They were humanoid with clawed hands and yellow eyes.

"Thanks to Noah's program I will be unstoppable. I will destroy, this world, and anyone who stands in my way!"

The shadow demons all jumped together in one large mass but at that time Aelita had fired her plasma beam and the shadow demons in were obliterated. However as soon as they were destroyed many more took their place. They charged at them, attempting to slash them with their claws.

"There are so many." Bridgette said.

"Just more targets." Duncan said. "Who wants the hundred on the right?"

With that said everyone launched themselves at the swarm of shadow demons. Gwen activated her wind aura and blew away any that tried to slice her. Courtney blocked their blows with her staff and stabbed and wacked any shadow demon that was near her. Izzy let out an Indian war cry as she punched, kicked, shot, and even bit any shadow demon near her.

She transformed into a bull and ploughed her way through the swarm. Bridgette, Duncan, Trent, and Noah spun around slashing the shadow demons with their weapons. Trent played his saw note and the saw came out of his guitar that cut through any demon close to him. Aelita held out her hands and energy spheres covered her hands as she reached out and pummelled any demon close to her.

Any shadow demon that touched her hand was eaten alive as pink energy ate through its shadowy skin.

"You cannot defeat them all." Shadow said. "It's only a matter of time before you all lose."

"Oh shut up!" Courtney shouted as she stabbed a demon through the chest.

Aelita fired another plasma beam that hit the swarm and tore through them. Smoke and dirt flew through the air as the attack went through center of the mass of shadow demons. The remaining shadow demons filled the gap in just a few seconds.

Many of the shadow demons were gone but a lot more still remained. Izzy transformed into an elephant and charged at the crowd, stomping the shadow demons underneath her feet, not giving them a chance to react as Izzy stampeded right through them, destroying them one by one.

"Now!" Aelita shouted as she fired her plasma beam.

Duncan swung his sword and unleashed a stream of green fire, Trent played his lightning note and fired lightning and Bridgette unleashed her energy that cut through the swarm again. A great number was destroyed but many still remained.

"Damn it! There's just no end to them!" Duncan said.

"But we're hurting them." Bridgette said.

"But not enough to stop them." Trent said.

"You can't win. Just save yourself trouble and give up." Shadow said.

"NEVER! Izzy never surrenders!" Izzy shouted.

"Fools, you cannot stop me. My resources are limitless." Shadow said, raising his hand again and summoned more shadow demons.

"Uh oh." Izzy said.

"Great." Noah said glumly.

"It's time to end this." Aelita said stepping forward.

She closed her eyes and opened her mouth letting out a soft song that caused the ground beneath her to ripple as if it obeyed her. The ground beneath the shadow demons suddenly began to fade and the shadow demons fell into the digital sea. Pillars of light blasted out of the sea, signifying the death of the shadow demons the moment they hit the sea. When Aelita opened her eyes and stopped her song the swarm of shadow demons was gone.

"Nice one!" Bridgette said.

"Now for the big guy." Duncan said.

"You may have defeated them. But you'll never defeat me. Say goodbye to your friends because I've gathered enough power." Shadow said. "Soon enough the connection between Lyoko and the supercomputer will be gone and soon all of you will be gone as well."

"Gwen, you've got to remember that now the life points are active if you devirtualized Heather it's over for good."

"I know, Cody." Gwen replied as she and Heather circled each other. "I won't kill her . . . But I am going to kick her ass."

Heather accepted her challenge and vanished in a cloud of black smoke and appeared just behind Gwen. The moment she was solid she grabbed Gwen from behind, wrapping one arm tightly around her neck. Gwen didn't waste a second as she snapped her head back as hard as she could before Heather could get a good head lock on her. The impact sent Heather back, stumbling with a hand on her head, firing shuriken out of frustration without aiming.

Gwen spun around, with her scythe ready . . . Only for Heather's foot to smash into her chest, the impact knocking her flat on her back. Before Gwen could regain her senses Heather's hand wrapped around her throat and a shuriken in her other hand, ready to cut her. Just at the last second Gwen regained her senses and latched onto Heather's wrists, holding the hand with the shuriken just inches above Gwen's neck.

Heather grinned wickedly, shaving downward with her enhanced strength; bring the sharp end of her weapon to Gwen's pale skin.

"Feeling scared yet, Weird Goth Girl?" Heather asked her voice colder than she had ever sounded before.

Gwen gritted her teeth as her figure glowed black. In the real world Cody winced Gwen lost half her life points to activate her Shadow Veil spell. Her figure went through the ground into Heather's shadow, making the possessed kunoichi land on the ground and Gwen rose up punching her in the face.

Shouting in anger Heather changed into black smoke again and reappeared a few feet away. Holding out her hands dark smoke swirled around her palms, taking the shape of two sharp blades.

"I'm going to enjoy this." Heather sneered and then charged at Gwen.

Twirling her scythe Gwen blocked and parried Heather's slashes which dodging any kicks or slashes sent her way.

Shadow fired multiple dark beams and in quick succession at the group, forcing them to dodge each time. Where the beam hit nothing remained.

"Let's get him!" Duncan shouted.

Everyone opened fire, energy beams, lightning, streams of fire, and explosive arrows at their enemy. Shadow whirled around calmly and created a shadow barrier that blocked their attacks. Duncan ran forward and slashed at him but Shadow dodged.

"Plasma Beam!" Aelita fired her beam at him.

Shadow fired a dark beam that cancelled out the attack. Bridgette and Izzy fired at him but like before Shadow cancelled the attack out.

"This is getting you nowhere." Shadow smirked. "You can't seriously expect to harm me. If this is best you can do than I guess all those times you avoided getting killed was because XANA never saw you as a threat."

"That's a lot of tough talk after all ass kickings you got." Duncan said.

"Don't make me laugh. You're nowhere near strong enough to take me. It's over for you here and now."

"We'll see about that!" Gwen shouted as she flew at him and swung her scythe.

Shadow effortlessly blocked it and flung her back.

"We've got to get to that tower!" Bridgette said.

"Good luck with him in the way!" Trent said.

"Guess we'll have to tear our way through." Duncan said. "There's only one of him and eight of us. We can take him."

"Oh? I guess I'll have to fix that." Shadow raised his hand and seven more humanoid clouds appeared in front of him.

The clouds materialized into copies of Shadow in his original form with their swords in their hands, ready to take them out.

"You just had to open your mouth, did you?" Noah asked.

"...How was I supposed to know he could do that?" Duncan replied.

"Like it? This is the power of a multi-agent program, to heal and separate into different forms! So what if you destroy this body? There'll be plenty more of me around to finish you off!"

Shadow's copies charged towards the warriors, ready to slice them all apart. Each warrior ended up duelling their Shadow drone while the real Shadow turned to Aelita.

"I don't need to extract the Keys from you. I'll just throw you into the digital sea and extract the Keys from your scattered data."

Aelita fired her plasma beam at Shadow who took it and fell backwards. Aelita thought she had hit him but Shadow rose back to his feet and fired a black beam at Aelita. She activated her wings and dodged just in time. Shadow flew at her and knocked her out of the air and she fell to the ground on her back.

Shadow landed on the ground and his sword materialized in his hand, ready to strike her. Aelita quickly fired an energy sphere that hit him in the chest and sent him flying back.

"All right, Aelita. Better hurry and get to the tower!"

Aelita nodded as she ran to the tower. But just before she could enter it three Dark Krabs materialized in front of her.

"What?" Aelita stopped and dodged a barrage of lasers.

Xxx

"I don't believe it!" Cody said. "Why would XANA's monsters help Shadow?"

Xxx

Shadow turned and saw three Dark Krabs protecting the tower.

'Why are they protecting the tower? Hasn't XANA realized that I have betrayed him . . . Or could it be he sent them to get rid of me?'

Aelita was running from the lasers as a Krab pursued her.

'What are you up to?'

Izzy yelled as she changed into a tiger and mauled the Shadow drone she was fighting and noticed a Krab chasing Aelita. Gwen finished off her Shadow drone fast and then threw her scythe at the Dark Krab and it slammed into the Eye. The Krab exploded and they ran over to Aelita.

"Someone want to fill me in? Why are XANA's monsters helping Shadow when Shadow just double crossed him?" Izzy asked.

"The hell if I know-and watch out." Duncan almost casually raised his sword so it was between Courtney and a laser blast as she came running up. She slid as she saw the laser, but it dissipated on Duncan's sword. "Aelita, you have any idea why our friendly neighbourhood maniac is helping the new kid on the block?"

"I don't know! Maybe XANA is looking to get rid of both of us at once." Aelita shook her head.

"If we take out those Krabs by the tower, think you can get inside without any more trouble?" Courtney asked.

Aelita nodded. "I just need a thirty second window."

"Consider it done." Courtney spun her staff in one hand.

"UH...Courtney?" Aelita's eyes widened.

"What?"

"Little late for the quick and easy finish." Duncan pointed behind Gwen to where four more Dark Krabs were approaching.

"Aw crap," Bridgette faced the new group. "Ok...Courtney and I take these four while Noah, Izzy and Duncan clear a way to the tower?"

"Can the others keep the uh...clones busy?" Bridgette looked to where Trent and Bridgette were blasting away at more of Shadow's clones.

"We got it! Just pray my hand doesn't get sore!" Trent shouted as he strung out lightning spells at the Shadows.

"All right, go!"

Aelita headed for the tower followed by Noah, Izzy, and Duncan while Bridgette and Courtney turned and faced the four approaching Krabs. The Krabs charged at them and fired their lasers. Bridgette spun her swords, blocking most of the shots aimed at her but a shot hit the ground in front of her, creating a blast that knocked her back. Courtney ran forward and jumped into the air while the lead Krab was distracted and stabbed it in the Eye.

The Krab staggered and exploded just after Courtney jumped off, back flipping through the air and landing on her feet. The other three Krabs continued to attack, keeping their distance, moving too fast for Bridgette to use her energy wave, and if they got close they used their claws.

Aelita along with Duncan, Noah, and Izzy ran for the tower that was still being guarded by the two Dark Krabs. However Shadow landed in front of them with his sword out.

"I don't think so."

That was when five more copies appeared next to him.

"Okay, I am getting tired of this." Duncan held his sword out.

"I know. I've wasted forty life points blasting the same guy." Noah said, his hands turning into blasters.

Izzy growled as she stood on all fours like an angry dog.

"I don't need them to get rid of you. These drones will keep Aelita away from the tower while I take care of you all myself." Shadow said.

'Now I believe I know XANA's plan. He wants me to get rid of the warriors so he can destroy the supercomputer and get rid of me. But all I need is get those keys so I can leave it and then I can face XANA on even grounds.' Shadow thought as he balled his hand into a fist and black mist appeared in it.

He fired a black ray that scattered everyone.

"Leave him to me. Get to the tower!" Duncan shouted as he charged at Shadow.

Gwen and Heather's fight continued as they both attempted to push the other back. Gwen ducked, and the blade coming for her head missed. Glowing green Gwen created a gust of wind that blew Heather back.

"Come on, Heather, snap out of it!" Gwen shouted as she blocked another strike.

Heather chose to respond with another swing, ready to cut through her. But Gwen was ready for her. She blocked the swing and slammed the blunt end of her scythe into Heather's chest. Heather released a short gasp of pain as she flew back but disappeared again, reappearing above Gwen, her connecting to Gwen's skull sending her crashing to the ground. Heather landed on the ground and rematerialized her swords. Gwen got back up to defend herself but to her shock the Scyphozoa appeared behind Heather and grabbed her.

"Cody, the Scyphozoa's grabbed Heather!" Gwen shouted as she charged to help but a few laser blasts to the ground in front of her stopped her.

Looking up she saw a squad of Dark Hornets surrounding the Scyphozoa as it placed its tentacles on Heather's forehead. Then she was still as it began to drain her. Cody typed in the commands and a window showed Heather's stats. Looking at it he saw Heather's brain activity was fine nor was it inserting a virus.

"Gwen, you won't believe this, the Scyphozoa's not stealing Heather's memories or putting a virus in her. It's taking the virus Shadow gave her out!"

"What?" Gwen asked with a shocked.

"Yeah, it's taking the data out of her but looks like its scanning her from head to toe for anything else."

The Scyphozoa released Heather and laid her on the ground. Gwen ran over to her as the monsters backed away from them. Tapping Heather's cheek softly the kunoichi sighed, exhausted from the ordeal she had been put through.

"Does that make you feel better?"

Gwen looked up and saw Lilith sitting on a boulder.

"Why did you save her?"

"Simple, we wanted to remove one of Shadow's weapons but if we tried to kill her you would have fought us and defended her so we removed the virus. The mission I am here is to make sure Shadow does not have an advantage." Lilith looked at the battle. "And from the looks of it it's going to be over in a few minutes."

Shadow leapt into the air and swung his sword down. Duncan stepped to the side and swung his blade. Shadow spun around and his sword collided with Duncan's. A loud clang was heard as their blades collided. Duncan spun around and tried to hit Shadow from the side but Shadow blocked.

Duncan than swung at Shadow's leg but Shadow jumped into the air and swung his sword down. Duncan bent backwards, doing a flip and landed on his back before rolling out of the way of Shadow's next strike. Duncan thrusted his blade at Shadow's chest but Shadow disappeared in a cloud of black smoke and reappeared behind Duncan. Shadow swung his Duncan's backside, Duncan attempted to block but his sword was knocked out of his hand as Shadow slammed the hilt of his sword into Duncan's chin.

Duncan fell to the ground, rubbing his jaw. Shadow picked up Duncan's sword and rubbed the two swords together, making a screeching noise.

"I win, punk."

He swung both blades down but Duncan rolled out of the way and both sword hit the ground, making a small crater. Shadow moved to finish Duncan but a red bull slammed into him, knocking him off his feet and the swords flew out of his hands. Shadow growled as he threw Izzy off him and she hit flew into a boulder. Noah and Aelita fired lasers and energy spheres at Shadow which forced him back as Duncan ran and picked up his sword.

"Thanks." Duncan said.

"No problem." Izzy replied, changing back into her human form.

"Damn you . . ." Shadow growled as he looked up at them with his eyes turning completely black. "DAMN YOU!"

Shadow glowed black and he transformed into his 'true form'. His black wings spread out and he flexed his claws, his eyes glaring at them with hate.

"Great." Noah said, levelling his guns at Shadow.

That was when the next unexpected thing happened. Just as Shadow prepared to attack a barrage of lasers hit him in the back. Shadow let out a yell as he fell on his hands and knees and spun around to see that four more Dark Krabs along with three Dark Tarantulas had appeared and three Megatanks surrounded the tower and fired their lasers at it.

"Am I the only one a little confused?" Izzy asked. "Are they with us or against us?"

"Beats me, just get 'em!" Duncan jammed his sword down at Shadow, who rolled backwards and came up standing.

Shadow growled, forming a dark sword in one hand. He and Duncan charged. Duncan leaped up and swung his sword down, forcing Shadow to press his blade up to defend. With a clang Duncan forced the weakened Shadow down and then brought his sword up over his right shoulder. He slammed into Shadow's defences three more times before he saw an opening and angled his shoulder, slamming into Shadow and knocking him back. Shadow knelt, trying to regain his strength.

Duncan rushed at him. Shadow swung his sword horizontally, trying to cut his feet out from under him. Duncan leaped, and rolled over Shadow's exposed back, landing in a crouch on the other side of the monster. He then dug his sword into Shadow's side. Digital information bled out of Shadow, who snarled as Duncan jerked his sword free.

Shadow swung at Duncan as he got to his feet. The punk parried, and swung down. Shadow suddenly brought one hand up and caught Duncan's sword in it. He slowly stood up straight, forcing Duncan's sword down. Duncan clenched his teeth as he tried to resist the sudden burst of strength Shadow had.

"Out of all these children, you've been the most annoying." Shadow hissed.

"Gee, thanks!" Duncan then twisted, swinging one leg out in a sweep kick.

Shadow back flipped out of range of it, and Duncan got up, his blade free. Shadow lunged, and swung at Duncan, who braced his blade to Shadow's. As they struggled, Duncan swung his right leg up, slamming his right knee into the side of Shadow's face. The punk tried to repeat this, but shadow moved one arm between the knee and his face.

They pushed off, and Shadow swung down at Duncan, who rolled aside and came up swinging his sword in an arch that cut off shadow's sword hand. Shadow roared as he lost his blade. Duncan then flipped his sword into a reverse grip and jammed it into Shadow's chest. Shadow roared, digital data squirting out of him and dissipating into thin air as Duncan forced the blade deeper until it came out through his back.

Duncan then tore the blade free, spinning it once in his grip.

Shadow lay on his knees, hands on his chest. "Why..." He looked up. "I merged with the program...I should be unstoppable."

"You mean you don't know?" Asked a voice.

They all turned and saw Lilith sitting in a boulder.

"Lilith . . ." Shadow growled.

"The reason why you've lost is because you've wasted all your power." She shook her head as she looked down at him like a he was just a pest.

"What?" Shadow's eyes widened.

"Do you know why XANA has never been able to summon an army of monsters that could overwhelm the warriors or even come and finish them off with his avatar? That's because even though he is able to multi-task like he was created to do the more he divides himself the more power he uses between activating a tower and creating monsters. One example is that it takes the power of creating around thirty Spiderlings or Pyramids to create about twelve Krabs while it would take around the power of creating ten hornets to create three Megatanks. He could summon the strongest of his monsters but only in small numbers and he could summon a large number of his weaker monsters but the power used to create them could have been used to create a smaller group of stronger monsters." Lilith paused and then continued. "When summoning his monsters and activating a tower he divides his power depending on what monsters he uses and how much power he needs to control whatever he uses in the real world through the towers he activates. Once done he has to wait to recharge whether his attack is stopped and he needs a few days to recover. He can't even use his avatar because it too takes a large amount of power. When he trapped those kids in the simulation bubble he had already created his monsters and he had about eight hours to recharge as he waited for the next Total Drama episode that he could use his avatar and activate a tower at once. And later he sent out his monsters first before his attack in the mountains and waited to recharge before activating the tower."

Lilith then glared at Shadow. "You on the other hand Shadow, you were not originally created as a multi agent program and you wasted your power between creating those shadow demons, the tower and those copies so much that it was only through the power that XANA gave you that you lasted so long."

"And I'm guessing he didn't want this guy feeding off him anymore." Gwen guessed.

"You..." Shadow growled, trying to get to his feet.

"Don't bother Shadow, you brought this on yourself." Lilith sneered. "You were too caught up in your revenge and you ended up trapped in here, and after all XANA did to help to get you out in the first place. You pretty much took the freedom he gave you and threw it back at him, like an ungrateful spoiled child."

"This isn't the end." Shadow growled. "I won't die here."

"Oh shut up already," With that Duncan swung his sword and took off the avatar's head. Digital information shot out in a stream of light, going into the sky where a shadow portal formed. It vanished inside.

"...sadly that won't get rid of him," Lilith said. "Now that he is a Multi-Agent program he isn't bound to a single form anymore. It will be a whole lot of trouble to get rid of him."

"Great, that means I get to kill him again and again." Duncan sheathed his sword.

"Are you going to stand in our way Lilith?" Gwen asked cautiously as the Lyoko Warriors regrouped.

"...go ahead and deactivate your tower, I was only sent to make sure Shadow didn't gain an advantage over my master." Lilith frowned.

Behind her, the remaining monsters did what could pass for a bow.

"Well, glad to see somebody has manners." Gwen crossed her arms.

Aelita rushed towards the tower and went inside it.

"Oh, and Noah?" Lilith glared at the boy. "Thanks to you Shadow is not only a lot stronger, but now he's going to be an even bigger problem...but I suppose I can let you off since XANA was given access to see what you did to make that program. Needless to say he's interested in seeing what was used to create it."

"What?" Noah blinked.

"You mean you didn't know? Shadow still had XANA's data in him when he merged with your program. Which allowed XANA to get a pretty good look at your programming. Very ingenious actually. If not for Shadow's possession of that Heather girl it might have worked out." Lilith shrugged. "That isn't for me to say though. I've done my job; I'll now take my leave." She turned as a XANA portal opened, taking her and her monsters inside.

The tower's smoke like substance turned into a blue aura moments later.

"Well, that was fun," Duncan said.

"Let's just get back to the real world." Gwen said. "Noah, we need to have a long chat about that program you made."

Xxx

Gwen stepped out of the scanner when Cody devirtualized her and she along with the other Lyoko warriors who were temporarily kicked out of Lyoko gathered around the scanner Heather would be coming out of. The scanner opened up and Heather fell out, luckily LeShawna caught her and they brought her up to the lab. Once everyone was devirtualized they were all back in the lab.

Heather was still unconscious. Aelita had brought out a pillow and covers that had been kept here since Jeremy had a habit of staying up late and falling asleep when he was working.

"All right, I admit it, I made a mistake." Noah said as he stood up with everyone looking at him.

"Really? What gives you that idea?" Duncan asked walking around him and patting him slightly on the shoulder. "It's no big deal. We just had to fight a possessed Heather, a bunch of Shadow clones, and the dude's got a bigger ego now."

"There is also the matter that XANA was given access to your program's codes through Shadow so now he can find a way to counter it." Aelita pointed out.

"Yeah...I messed up." Noah sighed.

"Aw relax; you couldn't have known Heather was possessed." Cody said. "And right up until your program was possessed it seemed to be doing a good job."

"XANA might have had a look at the code, but maybe we can still put it to use...after adding a safe guard against possession taking place on Lyoko." Gwen added.

"You still want to use it after all that just happened?" Noah asked, amazed.

"Noah, you made a good program, it just got hijacked." Gwen said. "And you saw Shadow, he's shackled himself now. And XANA gets stronger every time anyways, it's just either a few bigger monsters or a lot more smaller ones to deal with."

"About that . . . With Shadow trapped here we could use that to our advantage." Aelita said. "Shadow was XANA's second in command; no doubt he has useful information."

"So we just need to get him to sit still and beat it out of him." Duncan smirked.

"So we track him down the old fashioned way." LeShawna said.

"I have an idea where he might be hiding." Aelita said. "It might be hiding in the center of Lyoko, Sector 5. Also he maybe a multi-agent program now but I know a way to beat him, especially if his avatar is his main body. Destroy it and the rest of him will die."

"What if we dump him into the Digital Sea? He said he'd retrieve the keys from what was left of you, so could we possibly retrieve any data from him after that?" Cody asked.

"Very unlikely unless we're looking to bring him into the real world." Aelita shook her head. "Multi-Agent programs are immune to the affects of the digital sea. They were designed to evolve by building their codes off of any digital environment. That's why XANA is able to travel the network so Shadow would be able to survive it."

"And isn't he 'locked' in Lyoko anyways?" Duncan inquired.

"Yes," Aelita nodded. "Lyoko served to contain XANA when he was created and since it was connected to him and contained him if it was shut down Lyoko would power down and XANA would go with it. When he obtained the keys it allowed him to open the gate to the web and leave Lyoko."

"And since a piece of Smith's digital code was put in the supercomputer Shadow is pretty much stuck in Lyoko and he can't get the keys you have now because of your dad's security program." Bridgette pointed out.

"So he shouldn't have a way out, right?" Geoff asked.

"Not unless he breaks through the encryption that bonds his code to the supercomputer." Noah said. "I designed the locks that keep him here and since I've been to Lyoko enough he can't possess me to gain the information."

"Shadow should be easier to fight than XANA since he is trapped here now." Aelita said.

"We better make sure none of us end up possessed or in danger." Gwen said looking at Courtney.

The CIT sighed. "All right, I saw what happened to Heather so I'll make the time and go train in Lyoko."

That was when Heather groaned and they looked at her. She sat up and screamed. "GET OUT OF MY HEAD!"

She repeated the same line over and over until Gwen grabbed her shoulders. "Heather, it's all right! It's over! You're safe!"

Heather stopped struggling and looked at Gwen.

"Gwen?"

"Shadow's gone. He can't control you now."

Heather shook as she hugged Gwen and cried into her shirt. On instinct Gwen hugged back and waited for Heather to calm down. Everyone looked on in sympathy as Heather calmed down.

"You okay, now?"

Heather nodded as she pulled away. The rest of the night was not very eventful. The TD gang went back to the studio while Aelita snuck back to her dorm. Gwen, Cody, and Courtney made sure Heather made it back to her room unharmed.

Heather was still a bit tearful but she calmed down with the help of the other warriors. As she went to bed she vowed she wouldn't let something like that happen to her again.