Code Total Drama

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


Chapter 49

Somewhere in the Internet a digital being was cruising through the network towards its target. It sensed the supercomputer was active which seemed a bit strange but it chose to not ponder this as it would find out why soon. Soon its enemies would know of its return.

Xxx

XANA sat in the center of the Sector 5 of his Carbon Copy as if he was meditating. With his eyes closed he planned his next move against the warriors. XANA looked up as Sora, Jinx, and Blade approached them while Lilith, Ryder, and Yuki stood behind them. Sora walked forward and bowed.

"Apologies, Master. We failed to stop them."

"It doesn't matter now as your battle was merely a test." XANA opened his eyes. "You preformed well against them when there was just three of you. Now with the others with you it'll be even harder for them next time."

"I hate to see the looks on their face when they have to fight all of us." Ryder chuckled.

"Yes. We've proven to evolve as fast the Lyoko Warriors do every time they come to Lyoko and fight." Lilith nodded.

"Indeed. For when Aelita returned with new warriors I did not expect them to be able to survive this long when I easily defeated the previous ones who had fought me for four years. After the battle with my copy which was destroyed I waited, planned, and changed everything but they evolved with us." XANA stood up.

"Despite the superior powers we have been give the warriors rely on skill and each other to win." Sora said.

"No matter. I believe the war will be over for good this time." XANA smirked but then he suddenly clutched his chest in pain and fell over.

"Master XANA!" Lilith and Yuki rushed over to him.

XANA started to hear and see things that he shouldn't have.

"I am your creator and master. You are the reincarnation of my first creation, the AI of Project Carthage combined with the remains of XANA."

"My name...Nephilim...I remember now. You said...that day...a combination of something normal and something greater..." The creature looked back Lyon.

"Yes, and now you truly are that. A combination of the Carthage AI, and the greater XANA, the AI version of a god." Lyon smirked. "And without Schaeffer, and XANA is now gone, you will find your work much easier for you."

"What happened?" Blade asked.

"I . . . Sense something that I have not sensed . . . In a long time." XANA stood up slowly, his Avatar glowing red. "We're going to have company."

Xxx

The Lyoko Gang had finished eating at the cafe, now full and feeling better after the long fight with XANA's new generals.

"Oh man I needed that." Trent sighed happily.

"Yeah. Who knew you'd work up an appetite from blasting AIs and monsters?" Duncan smirked.

"Be careful. The last thing we need is you guys getting as big as Owen." Courtney pointed out.

"Hey!" Izzy shouted.

"Relax, Izzy. I don't think she meant to insult your boyfriend." Bridgette calmed her down.

"So now what?" Cody asked.

"Well, the new scanner should up so I should start my next attempt to find the Carbon Copy. I should get back to the school before I'm missed." Aelita said as she headed in the direction of Kadic Academy.

Of course before she could turn to leave a voice shouted out.

"Aelita!"

Everyone turned and saw a small boy about eight years old run up to her.

"Lucas? What are you doing all the way out here?" Aelita knelt down in front of the boy.

"I had to come and find you. Trevor and Jacob are at it again. They stole from the orphanage again."

"Again?" Aelita's eyes narrowed.

"Are we missing out on something?" Cody asked.

"Trevor and Jacob are two of the orphans at the local orphanage, and they're what you would call...criminals in the making." Aelita frowned. "They steal food, clothing, and other orphans' valuables and I've seen them selling them before."

"You've been to an orphanage?" Gwen asked.

"About a year ago Yumi signed us up to visit and play with the kids at the orphanage. Ulrich and Jeremy first didn't want to but I decided to try and see what is like and Odd bounced at it. We all had some fun playing with the kids that we started to go there usually a couple times a month." Aelita explained. "Trevor and Jacob are older than the rest of the children, only a year or two younger than me."

"What did they steal?" Gwen knelt to Lucas' level.

"They stole Marie's grandmother's necklace, Thomas' great grandfather's Masonic ring, all of the money Sean has been saving, and they even took that hand held video game Odd gave me." Lucas said.

"Where are they?" Aelita sounded like she did in Lyoko, ready to move out.

"Where else? Ready to hand it over to that worthless fence, Marcus." Lucas crossed his arms, frustrated.

"At his usual hiding spot?"

"Yeah." Lucas nodded.

"Want some back up?" Cody asked.

"Do you want to help?" Aelita asked in return.

"Let's see...two punks are stealing from orphans and selling to some criminal," Duncan rubbed his chin. "Even I'm against stealing from little kids." He smirked. "I just like ticking off the grownups."

"Show us where he is Aelita." Geoff took off his hat. "Stealing from kids is not cool man!"

"Well let's get a move on already!" LeShawna cracked her knuckles. "This Mark guy is dead on his feet!"

Xxx

A ten minute walk later they were hiding in an alley between two abandoned buildings. There was a lot out behind them where two young teenagers strolled into from the other side, laughing at some joke.

"There they are," Aelita whispered, kneeling behind a trash can with Bridgette.

Then a man in his thirties and wearing a ragged, stained trench coat and a cap came out. They began to talk.

"So what have my little friends collected for me this time?"

"Plenty." One boy, Trevor snickered as he held up a bag. "Some jewellery, some sap's video game, and some other trash you'd like to sell."

"The only trash in this alley are you three!" Gwen stood up.

"What the hell?" Marcus glared at the small crowd of teenagers. "Oh great, Aelita the goody two shoe princess."

"The same one who gave you a broken tooth when you tried to hurt Jeremy." Aelita glared fiercely at him.

"You brats were busting in on my business." Marcus shot back, advancing on her.

"You had it coming."

"Oh, and I suppose you this coming."

Duncan glanced at Aelita, who nodded to him. Duncan sighed and cracked his knuckles as Marcus got close enough.

"Now take your crew and get the hell outta here before I-"

CRACK!

Marcus fell over, clutching his now broken nose.

Duncan wiped off his hands. "You're welcome."

"Thanks." Aelita nodded her gratitude to him.

Marcus growled as he got up. "Lucky shot you little-" He had a switch blade out next and was about to swing, only to have a VERY powerful hand grab his wrist.

"I ain't one for beat downs," DJ said firmly. "But you are not gonna mess with my friends anymore." He tightened his grip until Marcus dropped the knife, and then shoved the dealer away.

Izzy suddenly landed between Trevor and Jacob and snatched the bag. As they tried to shout their protest, she back flipped away from them and held it over her head. "Izzy wins!"

"Now Marcus, I thought you learned to stop using orphans to steal your goods for you." Aelita said sternly. "Or to stop stealing altogether."

"Unlike you, I ain't got the luxury of having some rich daddy to go home to so he can pay me my way through life." Marcus spat. "You got some nerve bein' all high and mighty with me princess-"

SLAP!

Aelita left a hand print across his face. If there was one thing Aelita hated is that when people assumed she had a rich father when her dad died to save her and this world.

"Ouch," Cody feigned sympathy as he flinched.

"Score." Noah said as he held up a card that said '10' on it.

"Where did you get that?" Cody asked.

"I always come prepared." Noah shrugged.

Marcus growled but LeShawna cracked her fists.

"Take one step at her and get ready for a SMACK down!"

"Don't need to," Marcus smirked. "You all made a big mistake comin' here. All the noise you're makin' brought me gang out!"

He jerked a thumb at an alley where about a dozen or so other thugs were coming out.

They were all generally dressed in second hand clothing or nondescript colours. They also all looked tough.

"...they came dressed to kill?" Noah asked.

"Now's not the time for that Noah!" Bridgette said.

"Get 'em fellas!" Marcus shouted.

The thugs rushed for them. Izzy, who held the bag was rushed by two. She screamed and tossed the bag up into the air. Then she got into a stance she saw in a kung-fu movie.

"HAI-YAH!"

She leaped off the ground and planted her left foot into the first man's gut, doubling him over. Then she grabbed the man by...uh...his nipples and twisted. "Not my titties!" He let out a high pitched scream until Izzy snapped one leg up and kicked him in the chin, knocking him on his back and into dream land.

A thug snuck behind Aelita and grabbed her. She snapped her head back and he stepped back covering his face. She then threw both her elbows into her attacker's abdomen. The thug was not prepared for this and released the pink haired girl so he could clutch his stomach in pain. Aelita then sent her fist forward into the thug's forehead which sent the thug falling over back first and knocked out.

Duncan ended up fighting one thug who tried to tackle him. Duncan stayed on his feet, gripping the man's shoulders as he was forced back a bit. Duncan smirked as he clenched his teeth. "Is that the best you got? God, the wimp in juvy at least put up a FIGHT!" He then spun, slamming the man into the wall next to him and then brought one fist down on the man's skull.

Geoff also had to contend with one thug, who drew a knife and tried to stab him. But Geoff, who had learned to dodge and defend on Lyoko, grabbed a trash can lid and let the knife pierce the metal, leaving it stuck before he tore the weapon from its owner's grasp. He then swung the lid to the flat edge hit the man in the face. He repeated this, beating the man with the lid.

LeShawna's opponent had even less luck. The moment he tried to punch her...she all but broke his wrist and then proceeded to simply pummel him. "Not so tough against a Canadian girl are you, small fry? Huh? Huh?" She then picked him up over her head and threw him face first into a dumpster...which Cody and Noah slammed shut.

Noah held up his '10' card again.

"You got an extra one?" Cody asked.

"I got a 9." Noah held up a '9' card.

"I can't be as supportive as you then!" Cody protested.

As they argued, the fight went on. One thug was sneaking up on Noah when Cody warned the genius.

"Duck!"

Noah obeyed...and Cody threw one fist at the man...hitting him straight in the face. The man stood there, blinking in surprise before he fell over backwards.

"Ow! Ow! Ow! Ow!" Cody nursed his bruised hand.

"I give you a 10 for the punch, but a 2 for the reaction." Noah held up a '2' card.

"Never saving your butt again!"

And elsewhere, Trent was facing down a thug with a baseball bat. "Oh come on man!" He looked frantically and then saw something. "Un instant, s'il vous plait!" (One moment, please!)

The man tilted his head as Trent picked up a rusted guitar from a trash heap.

"Where I come from we call this 'El Kabong!'" Trent then swung the guitar and hit the man right on the head with a loud sound of a guitar string breaking.

The man fell over promptly...and tried to get up...he held up one finger. "Un instant, s'il vous plait."

"Uh...no."

KABONG!

The man went down. Trent twirled the guitar in his hand.

"El Kabong strikes again!" Trent proclaimed dramatically, holding the guitar over his head.

"Hey El Kabong, we're in the middle of a fight here!" Duncan shouted as he slammed his opponent into a wall and then into a dumpster, gripping the collar of his shirt and his neck.

In the meantime Gwen ducked under a wild punch that went over her head and kicked the back of her opponent's kneecap causing him to fall one knee. She then delivered a blow to the head that knocked him out. DJ in the meantime didn't hit anyone because he was still a non-violent person but he blocked all the blows sent at him from two thugs. What they did not know was that they were being distracted while fighting the soft hearted giant.

Bridgette punched one guy in the back of the head and kicked the other guy's feet out from under, making him fall on his back.

"That's what you get for stealing from a bunch of kids!" Bridgette said, glaring down at them.

As for Courtney she easily took down the thug that tried to sneak up on her. Compared to the others on the show, the monsters and generals on Lyoko these guys were a bunch of wimps. Marcus backed away as he saw his thugs getting easily taken out by a bunch of brats.

"Going somewhere?"

He spun around and saw Heather with her arms crossed.

"You know, I've made a living out of being an ice cold bitch, humiliating anyone I hate, taking out anyone who stands in my way and stomping on them . . . But I never stole from a bunch of homeless kids." She cracked her fists.

Before Marcus could say or do anything Heather punched him right in the nose and knocked him over.

Noah held up yet another card as Heather dragged Marcus by his coat over to the dumpster. "9 for the punch," She then opened the dumpster and tossed him down on the other occupant as he tried to get up. Slamming the dumpster shut, she glared at him until he held up a different card. "And 11 for the slam."

"Hey! You had an 11 card?" Cody demanded.

"I like to be prepared." Noah shrugged.

"I am definitely never saving you the next time we get into a fist fight-"

"Duck." Noah said before he threw himself down.

Cody spun and yelped before he managed to avoid the man who LeShawna had tossed yet again. Ht hit the wall above the dumpster, and Noah quickly opened it, letting the man fall into it with the others.

"At this rate we'll have everything cleaned up by the time the garbage men come by." Noah commented.

"Oof!" Geoff, Trent, and Duncan dumped their respective opponents in next.

"Six down, seven to-"

"HAI!" Izzy launched her two attackers into the air and then leaped up.

"Kick of a billion years of pain!" She exclaimed...and promptly kicked both in the 'soft spot'.

They screamed as they fell into the dumpster.

"Ooh!" The men flinched.

"She didn't!" Cody said.

"She did," Noah nodded, and held up another card. "101 out of 100 for the crazy chick..and for the safety of the entire male species."

"Yay!" Izzy jumped and down.

She handed the bag to Aelita when she was done.

"Thanks for the help. Sorry you got caught up in this." Aelita nodded her thanks to them.

"Ah it's cool! Izzy needed to let some stress off!" Izzy flexed her arms. "Aye! I am mighty like the bull!"

She then put her hands on the side of her head, sticking out one finger to mimic horns and mooed.

"That's a cow." Gwen said.

"Doh!"

"I'll go give these back to Lucas," Aelita checked the bag. "Yep, that's everything."

"What else does Marky have?" LeShawna dragged a bruised Marcus out of the dumpster. "Oh boy you gonna tell me every deal you made and when I'm done you better start paying up for every single thing you had those brats steal from those orphans."

Marcus swallowed as every woman in the group-minus Aelita, who bid them farewell and left closed in on him.

"Been nice knowing you," Duncan said. "...NOT!"

The men covered their eyes as Marcus let out the loudest high pitched scream they ever heard.

Noah shuddered. "Wow...there are things that cannot be unseen once they are seen."

"I know," Cody said. "I suddenly have the urge to go home and thank my mom for being so understanding."

"Ditto," Duncan nodded. "My mom stuck by me, even when I sold my dad's toupee as a hamster."

"How'd you manage that?"

"I was real good in art class."

"You? Art?" The men took their focus off the women tormenting Marcus to the topic of Duncan being an artist.

"You, the punk, you're an artist?" Cody asked.

"In class," Duncan shrugged.

"You learn something new every day." Noah muttered. "So if I hack your school's web site I won't find you in drama or a picture of Courtney will I?"

"Stay away from that web site Poindexter, or I will personally make you live to regret even thinking about it if I hear you even try." Duncan threatened. "I'll beat you here and in Lyoko and do it all again and again every time we reverse time."

Noah swallowed. "Noted-"

"AH I'VE NEVER FELT SO MUCH PAIN!" Marcus wailed.

"Can we talk somewhere else dues? I got a killer headache." Geoff said.

"Good idea, we can make fun of Duncan for being an artist." Noah said.

"Stay away from that website!" Duncan ordered firmly. "...wow, I sounded like my dad just now."

The men left the women to give Marcus the biggest beating of his life.

Xxx

"That felt good, making that guy spill all the crap he done." LeShawna said happily.

They walked down the street toward the studio.

"Taking those guys down was fun as well. A great way to take out all the frustration I've had." Heather said.

"Especially on someone dumb enough to steal from an orphanage." Courtney said.

"Those guys were wimps!" Izzy said.

"They did seem easy compared to fighting . . . You know." Bridgette said.

"Yeah. Who needs a bunch of thieving jerks when you got a bunch of AI jerks out to take control of the world?" Gwen asked, smirking.

Xxx

The sky was covered in darkness with red clouds as smoke filled night sky from fires covering almost the entire city. It was quiet. No one could be seen or heard throughout the flame filled city. In the middle of the streets ran a pink haired girl.

She ran through the streets with look of horror as she witnessed everything. How could this have happened? The last thing she remembered was going to bed and then woke up to see this. She was in her night clothes, a big pink shirt with a bid red 'A' on it and her slippers.

The school that had been the closest thing to a home to her for years was empty with buildings on fire and various belongings scattered across the campus. Horror filled her, thinking of what could have happened to them. Running through the streets again she ran for Yumi's home to check on her parents and her brother, hoping that they would be fine and she would not have to tell Yumi when they rescued her and the others that her parents and brother were gone. Her hopes were shattered when she found the house burned to the ground.

Tears began to fall down her face as she found she was alone. She ran to the studio where the others were, hoping they would be okay. But like before she found it burning.

"No . . . Not again . . . Not again!"

She fell to her knees and cried.

"Aelita!"

She turned and her eyes widened as she saw the person who called out her name standing in the middle of the street.

"JEREMY!"

She ran up and hugged with all of her strength. She missed him so much. She thought she would never see him again.

"What happened?" She asked pulling away.

"I can't talk right now. We've got to go." Jeremy turned, and ran down with his hand holding hers.

"Where are we going?"

"The factory. It's the only safe place left."

"What about the others? Yumi, Odd, and Ulrich? They need our help. Along with the others."

"They're dead."

Aelita's heart stopped when she heard him say that.

"H-How?"

Jeremy turned around and looked at her sadly.

"They were killed . . . "

"Was it . .. .XANA?"

Jeremy shook his head. "No. It wasn't XANA, it was . . ."

That was when large figure landed behind them and grabbed Jeremy. Aelita screamed in horror as the creature lifted Jeremy in the air.

"This is the one you care about so much." Said a deep voice. "Fitting that I should take away that which you cherish most for what your family did to me."

She looked up and her eyes widened when she saw its eyes.

The Eye of XANA.

"No. I am not XANA. To even put me in the same league is an insult." The creature said. "I am the new God of this world."

Aelita rose up quickly from her bed. She screamed as she fell out of bed and onto the floor. She frantically looked around the room. She sighed as she calmed down.

No fire. No monster. No XANA. But still . . .

That nightmare.

The last time she had a nightmare was when her father sacrificed himself to save her and try to kill XANA and it had been in vain. She did not like how it ended. She sighed and believed she would not get a good night sleep tonight.

Aelita woke up early in the morning and pulled out a sketchbook given to her by Odd. She drew the creature she saw in her dreams with every possible detail. She finished with the creature's eyes and because they were the last she wanted to imagine, much less see. The Eye of XANA.

She sighed.

'What could this mean? I keep on getting the feeling something horrible is going to happen today.' Aelita thought.

Xxx

Little did Aelita know was how right she was. Meanwhile, in the Digital Sea of the World Wide Network a dark figure floated in front of the gates to Lyoko.

"So it is still here after all these years." The figure spoke.

It reached out and touched the gate and it opened. The figure flew into it. Nephilim grinned evilly as he flew up and out of the digital sea. He landed in the Desert Sector and looked around with a smile.

"Hello Lyoko. Your master has returned." He thought of all the things he would do when he brought the ones who destroyed him back.

The fear, the terror, it was all so exciting to think of.

"Now to bring them here."

The moment he entered the supercomputer Aelita's computer began to beep loudly. She turned as the monitor showed a message from the link to the supercomputer in the factory.

Warning: Main System Corruption

Unknown Object Downloading Detected

Aelita's eyes widened as the scanners detected a different source hacking into the supercomputer's mainframe and was attempting to insert itself into the supercomputer.

"What the-?" Aelita said as she accessed the supercomputer began to attempt to purge the virus from the system.

Several windows popped up to show the virus' movements. Whatever it was it was moving fast. She had to stop it. She clicked on one window.

Security Program System Activated

Meanwhile Nephilim landed in a long dark tunnel inside the Lyoko Supercomputer. Heading towards the hard drive that he knew he could access with XANA's codes inside of him he moved with quick ease through the maze. That was when many white symbols appeared on the walls and fired lasers at him. Grunting Nephilim held out a hand and his black lance appeared in his hand.

Flying forward he slashed at the symbols, shattering into small bits of data as he flew through the tunnel until he was at the end. He entered a large room with what resembled the supercomputer in the real world. A control panel was seen on it as he moved closer.

He placed his hand on the screen. He took his hand back and the interface scanned his hand print.

Identity Confirmed: XANA

So it recognized XANA's remains inside of him. Smirking he opened a link to the supercomputer's hard drive and placed a piece of his digital coding inside. This allowed him to see everything on Lyoko. But he did not expect to see what he saw.

Four new sectors and in one of the new sectors was Aelita and some other humans he had never seen before.

"What is this?"

According to the data he had gained the supercomputer was activated and three weeks later the Red Eye Virus attack happened and Yumi, Ulrich, Jeremy, Odd, and his old puppet William disappeared. Frowning he looked up the information on the new humans that had appeared.

"Aelita, I'll find out why you brought more humans here and then I'll have my REVENGE!" The creature roared.

He then decided to bring them here.

Xxx

Aelita couldn't believe what was happening. The virus had somehow managed to bypass the Supercomputer's security system. A security system that was far too advanced for even the most skilled hacker. It was now uploading something into the supercomputer.

Then the worst happened. An activated tower. She quickly out her cell phone but found that it was useless and the Eye was now on the screen. Her eyes widened in horror as her laptop began to short circuit.

She jumped out of the as it exploded and glass shards from the monitor flew out. She dodged but she got a cut on the shoulder. Gasping in pain, she held a hand over it, feeling blood coming out.

"I have to get to the factory."

Xxx

Meanwhile everyone at the studio were getting up and relaxing the day away. Chris sighed in relief as he pushed the power button to the new large flat screen TV he just bought.

"Now to relax and enjoy the day-" Chris was cut off as the console next to him and every pod exploded into sparks. "AH!"

He jumped out of his chair and hid behind it. Meanwhile all over the studio computers, TVs, and anything electronic pods literally exploded into flames. Everyone cried out as their phones began to spark. They tossed them away and watched them go off like hand grenades.

"Oh my god!" Lesley gasped. "I think that Carlos is trying to kill us!"

Xxx

"ACHOO!"

"Watch the dash board man-holy crap look at all the chaos!" Kurt stuck his head out his window as cars crashed and devices exploded. People fled, screaming hysterically.

"It's the Red Eye virus all over again!" Carlos wiped his nose with a tissue and stuck his head out his shattered window. "Do you have the short range?"

"I just hope that Ray is in range," Kurt took out a short wave radio the size of a basket ball and turned it on. "Ray! Hey Ray!"

"I hear you Kurt," Ray replied. "Are you seeing what I am?"

"Red eye symbol appearing on TV screens while street lights go crazy, cell phones explode-"

BANG! Carlos tossed his black berry out the window, and just in time.

"And Black Berries too apparently, and all is chaotic?" Kurt guessed.

"The psycho who did this last time is at it again!" Ray stated. "You two, stand by, I'm going to triangulate the signal. The fire walls I set up on the safe house's computers are holding out for the moment."

"Make it quick!" Kurt said as he got out of the car-the road was blocked by crashed cars anyways. "Carlos, either this is a coincidence-which I don't believe, or Reggie was more right than we thought."

"Which I don't want to believe." Carlos said as he leaped out through his window, head first. He stood up. "Alright, we just need Ray to get a lock on the scum and we'll take him. He's gotta be in Paris if he's doing it again!"

"I have...three different signals," Ray said. "All of them are from transmitters. He must be using them to broadcast his virus all over the city."

"And it looks like its spreading," Carlos said as helicopters up above began to spin around. They did not go down, but they would not stop spinning. "...I want to be paid extra for this crap."

Xxx

"Get an extinguisher in here!" Lesley shouted, and barely a moment later Roberto fell out of a vent and fired the fire extinguisher in her hands at the burning pods.

This scene was not nearly as appealing to the competitors as the time Justin had put out a fire in season one...but then a split second after Roberto somehow dropped the extinguisher Lesley was on deck and snatched it up. She expertly put the fires out within seconds.

"...I don't know how she does it." Gwen shook her head.

"...gotta admit, she is awesome." Izzy shrugged.

"Back on topic people!" Lesley sighed. "Get out of the studio and be careful! We're going to find out what's going on."

As the group filed out, Noah whispered to several Lyoko warriors. "Anyone thinking what I am?"

"Are you thinking we should wonder what Carlos was thinking when she went out with?" Duncan asked. "And how many psycho exes he's got?"

"No...well yeah, but the electronic problems happening...just now...outta the blue..." Noah reasoned. "XANA."

"Let's get to the factory...nice and quiet," Bridgette whispered.

"Right this way," Before they knew it Duncan opened a door that said 'Employees only'. "The employee's lounge has an emergency exit tunnel that comes out in the back alley...among other treasures." He unwrapped and promptly ate a Klondike bar.

"...you know Carlos will kill you, right?"

"Now if we return to the past." Duncan pointed out. "Let's go."

"How'd you open this anyways dude?" Geoff asked as they filed through.

"Carlos really needs to empty his coat pockets more." Duncan shrugged.

Xxx

As they ran through the city they noticed the chaos that enveloped the city.

"Is it just me or does this attack make little sense?" Gwen asked as they ran.

"How do you figure?" asked DJ.

"The entire city is in chaos yet no attempt has been made to attack us. This isn't XANA's style. It's too chaotic."

"Maybe he's just bored." Duncan said.

"I have to agree with Gwen on this one." Heather said. "We're the ones he's after. Why bother going after the whole city?"

"Guess we'll find out soon enough." Bridgette said.

They ran on the bridge and into the entrance of the factory and slid down the cables. This time everyone did it. Even Courtney, Noah, and DJ. Rushing to the elevator Cody pushed the button and the doors closed.

"I think this elevator needs music." Izzy commented.

The door opened and sure enough Aelita was waiting for them. They noticed a cut on her shoulder.

"Aelita, are you okay?" Bridgette asked as she ran over and looked at the wound.

"I'll live. The attack happened when I was in my room at my school and glass shard managed to cut me. Thankfully no one was hurt too badly." Aelita reassured her. "I doubt any of you needed a super scan to tell you a tower was activated."

"Yeah...but this isn't right, XANA can't directly cause harm instantly in the real world." Bridgette said. "It takes time; it has to be thought out...he's just making things explode."

"I don't know what is but I am not certain that XANA is behind this." The pink haired genius shook her head. "Whatever it was seemed to be identified as XANA, but it didn't work like XANA. Worse, the super computer saw it as a virus attempting to hack and down load itself from a different source."

"So some geek got his hands on a piece of XANA?" Duncan asked.

"Impossible!" Aelita exclaimed. "Even if they did have XANA's schematics, they would need a lot of processing power or it would take decades to create an AI from XANA."

"How about we get rid of the virus and then worry about how they hacked Lyoko?" Heather asked.

"Agreed. But be on the lookout. This seems like a trap."

Xxx

One by one any warrior who could go to Lyoko was virtualized and they landed in the Desert Sector.

"We're all here now, Cody. We're ready for the vehicles."

"Here they are and I've located the tower. I've also spotted a strange object near the tower."

"Well let's get going and reverse time before Lesley tells Carlos I stole his precious Klondike Bars." Duncan hopped onto the OverBike, with Courtney sitting behind him. He glanced at her, one eye brow raised.

"Only ride with room on it, don't get any ideas." Courtney said.

"Okay."

Xxx

Halfway across the desert Nephilim turned his attention as he sensed that the humans had been virtualized.

"Time to start the show."

Xxx

The warriors moved with amazing speed through the sky to where the activated tower and unknown object had been spotted.

"Peace, quiet ... Trap!" Gwen said on the OverJet.

"Is it that obvious?" Noah asked.

"Any news on the object?" Aelita asked.

"Nothing yet . . . Wait a second! It vanished!"

"Vanished?" Aelita looked up at the sky. "What do you mean?"

"I mean it just vanished off the screen, the tower looks unguarded now."

"Well lucky us then!" Duncan said.

"Cody, go into the menu section and look for the Arcani program," Aelita said.

"Got it...there!" Cody said. "Ooh, this is like...a million times more powerful than any virus scan I've ever seen!"

"It's created in case somebody tries to hide something in Lyoko, maybe it's like a Trojan Horse virus, hiding itself in this world." Aelita explained.

"Hang on . . . There's four now!""

"Four?" Bridgette asked.

"Yep, they just popped up around the tower."

"Could the virus be multiplying?" Gwen asked.

"It's possible, we'd better hurry then!" Aelita sped up. "But proceed with caution!"

The warriors moved with more caution. Keeping an eye out for anything. After a few minutes they arrived at the location where the tower was.

"Cody, I see the tower. There are three Bloks guarding it."

"Bloks?"

"They were what the Pyramids were before XANA upgraded them." Aelita said. "Rather outdated now."

"Well if XANA's slipping, let's not disappoint- wait a sec," Duncan paused. "You said four objects, right?"

"Yeah."

"...Where's numero four?"

"Right,...between...you...guys?" Cody said uncertainly.

"What?" Duncan looked around...before something slammed into the OverBike and knocked Courtney out of her seat. She shrieked as she fell.

"NOT AGAIN!"

"Courtney!" Duncan suddenly wrenched on the controls and dove down at full speed. Mere feet from the ground. He caught Courtney, who immediately had her arms around his waist and her face pressed into his back out of sheer terror from her near devirualization experience.

"It's above us!" Aelita screamed.

That was when everyone looked up and saw something fall towards them.

"Scatter!" Trent shouted.

Everyone moved out of the way as the figure fell out of the air and crashed into the ground. Everyone looked to see a face come out of the smoke. It was seven feet tall, it was human shaped but had a face that was lizard like with an angular head with sharp teeth covered in green scales with golden yellow eyes its pupils the shape of the Eye of XANA and acid green skin.

It wore black and green colored armor with the Eye of XANA in the center of the breastplate. On its head was a helmet with small pointed horns growing out of its forehead. A tail sprouted from its back and its hands had sharp claws and from its back sprouted a large pair of black colored bat looking wings. Aelita's eyes widened as she recognized the creature from her dream.

She had to fight the urge to shake horribly as she stared at the monster. It had the same voice and eyes from what she saw in her dream.

'I knew it was more than a dream!'

"Another General?" Gwen whipped out her scythe.

"And he's packing wings like Sora!" Heather added.

"Be ready," Aelita formed an energy sphere in one hand.

"Aelita Schaeffer," The creature said, its voice filtered so it sounded like several speaking in perfect unison. "You have eluded us for too long."

"Uh...Aelita, please tell me this isn't an evil ex of yours." Duncan glanced at Aelita.

"I've never seen him before now." Aelita shook her head.

"My name is Nephilim," The creature flapped its wings once, sending out a gust that staggered the group. "And this world and all of its power is now MINE."

"...I think this guy's not with XANA." Izzy whispered loudly.

"XANA? Don't compare me to him, I'm insulted!" Nephilim chuckled. "I am the new ruler of this world, I am your new God . . . I am your killer!"

In a flash of light a black lance appeared in his hand.

"I've waited so long to meet you face to face, Aelita. I remember from both of my earlier versions of how much trouble you, your family, and friends caused me. You and anyone remotely connected to you killed them both and I was born from their remains."

He jabbed it forward. "And now my revenge has-!"

CLANG!

Trent had moved in front of Aelita and reflected the lance off of the side of his guitar. He then started the saw attached to it and swung. It left a shallow dent in Nephilim's armour as he moved back. Looking at the minor damage, he frowned. "None of you have been here before; the data confirmed that none of you look like the others."

"You might wanna be more specific angel boy." Duncan drew his sword as he joined Trent.

"Stay out of my way, I'll find out why Aelita was foolish enough to bring more of you parasites into this place later." Nephilim commanded.

"I have a different idea." Duncan said. "Everybody...on three. One," Nephilim growled. "Two," Nephilim shot forwards. "NOW!"

"First rule of revenge, bring reinforcements!" Nephilim declared before three Hornets appeared in front of him and took the massive barrage the team launched.

Fire, lightning, red aura, exploding arrows, shuriken, blue wave energy, and more destroyed the monsters, which absorbed the barrage for Nephilim. He swung his lance at Duncan's face who blocked and jumped backwards. Nephilim shoved his lance at Duncan who managed to dodge by jumping in time and landed on the lance. He ran on the lance towards Nephilim only to see a yellow light appear in his hand.

He pulled it up and fired a yellow beam at Duncan. The beam hit him in the shoulder and knocked him to the ground. Duncan dropped his sword in the process and Nephilim raised his lance to bring it down on him. Before he could finish Duncan off however Izzy fired three arrows that struck Nephilim in the arm and exploded, causing him to drop his lance.

Trent, Aelita, and Izzy fired while Duncan got out of the way but Nephilim raised his hand raised his hand and a yellow shield appeared in front of him and blocked the attacks. That was when the Bloks fired at them. Trent ended up getting shot in the chest while Izzy and Aelita dodged and Izzy fired several arrows that hit the center Blok in the Eye which deleted it. Noah, Bridgette, Gwen, and Heather turned their sighs to Nephilim and attacked but Nephilim blocked their attacks with another yellow shield and fired another shot at them.

Bridgette held her swords in front of them and blocked the beam but it hit her swords so hard they shattered into a thousand pieces and knocked Bridgette to the ground. Before she could even look up Nephilim stabbed her hard with his lance, so hard it went through her body and created a hole in the ground that was seen after she devirtualized. That was when Nephilim flew at them and swung his fist which hit Noah in the gut and he keeled over.

Nephilim then brought his fist up and slammed it into Noah's back which slammed him into the ground with tremendous force. He brought his foot up and placed it on Noah's back to hold him in place.

"I don't know who you are or why Aelita decided to leave this place active and bring you here but you'll wish you hadn't come here." Neplilim growled.

Suddenly Heather appeared right in front of him, using her Invisibility to hide her approach and fired a shuriken into his chest as he reeled backwards. Noah took advantage of this and transformed his right hand into a gun and shot the monster in the knee. The blast caused Nephilim to lose his lance as he stumbled back to regain his balance. He looked up in time to see Gwen and Heather flying straight at him.

They jumped into the air and kicked him in the chest at the same time. The force of their kick caused Nephilim to fall over and land on his back. Gwen pulled out her scythe and held it over Nephilim's face.

"You were saying?"

That was when a laser blast struck Heather from the behind. Gwen turned in time to see a pair of Kankrelats behind them. They fired at them again but this time Gwen managed to block but a shot managed hit her in the knee. That was when Nephilim grabbed Gwen's leg and threw her into a rock.

She bounced off the rock hard and her entire body trembled from the impact. Duncan closed his eyes and then concentrated on getting angry. Nephilim watched as he was engulfed by green flames and in his place stood the Berserker. He raised an eye brow as the Berserker roared and charged at him.

He raised his lance and blocked the first strike, his feet being pushed through the ground a few inches back. Nephilim smirked and pushed forward, knocking the Berserker back. Just as the Berserker was about to go on the attack an orange glowing gel like substance appeared behind it and moved it in a fast pace. Courtney finished off the Kankrelats and looked to see the gel right behind the Berserker.

"Duncan!"

The Berserker only had a chance to look at Courtney just as the gel grabbed it. It covered its head as it attempted to get it off. Slowly it went down the Berserker's torso and then went down to its feet. In just a few seconds the Guardian completely engulfed it and Courtney watched as the Berserker turned back into Duncan as he was put in a forced sleep.

Just as she was about to run and help Nephilim stopped her.

"Lower your weapons or he falls into the sea!"

The warriors exchanged a glance, and complied after a moment.

"What do you want?" Aelita asked.

"Isn't it obvious? I am here for revenge like I said." Nephilim pointed his lance at her.

"And I don't recall ever meeting you. You yourself admitted you have no connection to XANA." Aelita replied.

"Of course I would have no connection to XANA. That was merely an outdated program compared to me. A worthless piece of data." Nephilim said as he looked at his hand and closing it into a fist. "Yet, XANA played a role in my birth."

"What do you mean?"

"I have all of XANA's memories inside of me; I remember long ago when XANA first awakened in this digital world and his climb to sentience. And I also have the memories of my other previous version. Both it and XANA's remains were combined to form me."

"What the hell are you talking about?" Gwen demanded. "You're saying XANA's dead?"

"Of course I am. You can ask Aelita, she was there that day." Nephilim pointed his lance at her. "You remember watching as Schaeffer sacrificed himself to power the program that was created by that prodigy, Jeremy Belpois."

Aelita's eyes widened.

"It's ironic though. Schaeffer created and killed both of my earlier versions and now I am born from both of them." Nephilim smirked.

"Created and killed both? That . . ." Aelita trailed off.

"It's a pleasure to finally meet you face to face, Aelita. It's too bad that Waldo Schaeffer himself could not be here to see that his past has come back to haunt his descendant."

"Aelita, you know what this psycho is talking about?" Heather asked.

"Created and killed both? That would mean . . ." Aelita looked up in horror.

"Not only do I have the memories of XANA from the day of his birth to his death but I also have the memories of my other previous version that Schaeffer and his wife also played a role in creating." Nephilim sneered.

"Aelita's parents? What are you talking about?" Gwen said.

"That means . . . Nephilim is not just an AI created by XANA. You are the AI of Project Carthage!" Aelita gasped.

"Project Carthage?" Courtney said with wide eyes.

"The same AI your dad made and tried to destroy with XANA?" Gwen looked at Aelita.

Nephilim chuckled. "You flatter me, human."

"The same," Aelita nodded. "He said that my parents made two AIs that were his previous versions. One was XANA and the other was made before he was made. And that was the AI created as a part of Project Carthage."

"Holy crap." Trent said.

"That doesn't exactly describe how screwed we are," Noah swallowed.

"...so XANA can't even destroy that guy right? Man for a powerful AI he is really sloppy." Izzy said.

"You're wrong about that. XANA did indeed destroy my earlier version, the AI meant to control Project Carthage. It happened the very day the military decided to test it. When it happened Carthage spread across the net, disrupting communications, causing black outs and leaving entire countries defenceless. However something happened soon after it was released." Nephilim said. "Something broke through the fire walls meant to contain the Carthage AI's core like they were tissue paper and only after did it arrive at the core did my earlier version know that it was an AI program like it. However this one was able to react and adapt even faster and in just a few nano-seconds the battle was over before it even began and the AI's core program was destroyed."

"My father logged the entire event so he knew that Project Carthage was destroyed." Aelita said. "But how? How can you be here?"

"It's simple. After the failure of my previous version one of the scientists that played a role in its creation attempted to find Schaeffer and force him to give him the schematics to XANA but failed and spent many years looking for him. It wasn't until a month and a half ago during the Red Eye virus attack in France did he find a lead. When he discovered a mass of programs scattered throughout the Internet which seemed familiar." Nephlim said. "He tracked it down to many shut down supercomputers and discovered that Schaeffer's AI, XANA, had somehow managed to survive some kind of attempt to destroy it but was horribly damaged with many of its programs scattered throughout the World Wide Net. After nearly a month of locating these supercomputers he found enough of XANA's remains to use into creating me."

"He's talking about the same copy that XANA used as a decoy to fake his death." Gwen said.

"Schaeffer perished. And the corpse of his creation floated across the Internet for two years. Then the Red Eye Virus attack happened and the ones who helped kill XANA disappeared." Nephilim said. "Taking what they could from the remains, and building a digital body that they chose for the Carthage AI they combined them together and I was born. My purpose is to track down Aelita Schaeffer and seize this place."

"So they never even learned the first time," Aelita shook her head. "But this means you're just a tool. You're doing this on somebody's orders, aren't you? You're just a cheap copy of XANA."

"I take orders from nobody!" Nephilim snapped. "I kill those I hate and tear them to pieces. Now then Aelita, its time you answer some questions. Why are these humans here? Where are Ulrich, Odd, Yumi, and Jeremy? And why is Lyoko still online anyway, when Schaeffer is dead?"

"You've got balls thinking you can try bullying Aelita like that." Trent said. "You're not getting any answers!"

"Quite human, I'll learn why she decided to bring people here in but a moment." Nephilim snickered. "And I'd power down unless you want your friend to fall into the digital sea. I don't know what you've been up to for two years Aelita, but quite frankly it's time for it to end. I don't like this place being here. It gives far too much power, and a little girl like you shouldn't have it."

"You're one to talk! You have nerve coming back like this!" Aelita shouted with a look that was colder than anyone had seen on her face before. "Especially since you were created from the copy that killed my father!"

"Ah, I remember that day too." Nephilim snickered. "You stood by and let it happen, trying to defend him. But for each one you destroyed, another one appeared until it was too late, then the program that boy Belpois created was activated somehow ,spreading throughout the network, colliding with my programming, destroying them in a suicide run...until somehow the super computers all shut down, leaving nothing but fragmented remains."

"That must have been XANA." Aelita muttered.

"Then here we are again, two years later." Nephilim glared.

"And yet you're here boring us to death with your cliché villain rant." Noah said. "Look on the bright side, you got better."

"Clearly Aelita wasn't thinking straight when she brought you here," Nephilim glared at Noah.

"Actually I ended up here by accident but go on, I enjoy killing time," Noah nodded.

"Fine, I'll kill the rest of you first, and then settle my old grudge!" Nephilim snarled. "In that case I'll kill these humans first and then deal with you. First one, the kid in the Guardian!"

Aelita glanced at the others. "...stall him as long as you can, I have a plan."

"You got it!" Noah's hands formed into cannons and opened fire instantly.