The six Lyoko Warriors are gathered in the main level of the factory, talking about something that could potentially help a possessed person of XANA. "So you're saying that this thing can destroy someone who's under XANA's control?" Yumi asks in surprise.

"It isn't a thing," Jeremy corrects, holding up a finger. "It's an EMP bomb. It makes an electromagnetic explosion that affects anything electronic. And because the pixelated body of someone under XANA's control is held together by a force field, well-"

"Uh, Jeremy, we've got a class in 20 minutes, can you give us the Cliff Notes version?" Odd interrupts, Amy nodding.

"I don't wanna be late, Jeremy."

Odd just laughs.

"Bomb explodes, guy under XANA's control obliterated," Jeremy explains simply for four of them to understand.

"Great!" Aelita beams at him.

He glances away nervously, rubbing the back of his hair. There is only one disadvantage to this bomb that he forgot to mention. "Right, except for one little thing. We haven't come up with a mini version yet." He looks at the mini EMP bomb prototype.

In the ice sector, there's pulsations on the land as they lead to an activated tower past a tunnel, across some water, and down a long path to an ice cavern.


The first bell rings for class to start as Sissi walks up to Ulrich, Aelita, and Jeremy. Amy, Yumi, and Odd were with William in front of the science building. "Huh, what do you know? Yumi isn't here with you. Oh, of course not," She puts her hand to her forehead in exaggeration. "I just saw her with William, how stupid of me."

"You got that right."

Sissi just smiles innocently at her drama festering, walking away. "Why is it whenever you see Sissi, you feel like being nasty?" Jeremy wonders as they watch the trio leave.

"Maybe because being with someone nasty rubs off on you," Ulrich comments with a small frown. Of course Sissi bringing up William made him upset. Anytime Yumi was around him, it was like watching Hospital of Horrors.

Jeremy's laptop beeps and the genius looks at it. "An activated tower. XANA's on the move again. Too bad for our music class. Let's get to the factory," He closes his laptop, but before they can leave for the park, Jim just happens to be around.

"Where do you think you kids are going? That's the way to your classroom," Jim points to the other direction as Mr. Delmas walks right past him.

"Oh no," Ulrich comments at their misfortune.


Mr. Delmas has his sights set as he approaches the science building. "Well, we've gotta get to music class with the others," Odd sighs slowly. He wasn't really a fan of the class.

"Lucky you," William looks away in boredom. "We've got Chemistry."

"Let's go before Jim notices we're gone," Amy suggests, but Odd sees the principal approach.

"Ah! Visual on the principal."

"Out of his office when classes are starting? Why?" Amy raises an eyebrow.

"Good morning, Mr. Delmas," Yumi greets politely, "We were just on our way to class." She gets her arm grabbed by him. "Hey! That hurts!"

"What's the matter with you, sir?" William runs after the man as he has a hold on Yumi and Odd. "You can't treat students that way!" He places a hand on the principal's shoulder, not noticing the XANA symbol in his eyes. "What are you doing?"

The principal throws William through the door and he lands at the stairs.

"XANA," Amy gasps as she noticed the symbol for a split second. She chases after the principal, only for the doors to his car to open.

"Help!" Yumi calls out as the man has them underneath his shoulders.

"Help!" Odd cries out, Amy managing to catch up with them.

"Let go of me, sir! You're hurting me!" Yumi pleads as William limps. He sees Amy grab onto the principal's jacket from behind.

"Mr. Delmas, stop!" She demands, trying to distract him long enough to make him release her friends. He doesn't fall for it, however.

"Hey! Stop!" William screams and when the back doors are locked, Mr. Delmas turns around. He grabs Amy and throws her into the passenger seat. He puts on the seatbelt and closes the door. Starting up the car, the three look at him in shock as he drives off. William can only watch in shock as he limps after the car getting away. "Hey! Yumi!"

"William!" She cries out as she looks at him through the back window. Without anything to chase after the car, the only thing he can do now is call for help.


Nicolas plays Tutor 2000 on his Gameboy in the boys' bathroom. He'd rather be absent than attend music class.

"The principal's gone totally crazy!"

Nicolas looks up at William's voice outside. "He's kidnapped Yumi, Amy, and Odd."

Mr. Mirti plays the recorder, everyone looking absolutely bored. Nicolas suddenly opens the door, interrupting him.

"Delmas has just kidnapped Ishiyama, Della Robbia, and Smith."

"XANA," Jeremy places a hand on his cheek in horror as everyone else gasps.

"What kind of nonsense is this?" The teacher demands.

"But it's true, sir. He even beat up William Dunbar and Amy was trying to stop it." Sissi gasps at her father's actions, wondering what drove him to do so. She knows her father, and she knows that he would never kidnap anyone, much less people in her class.

"Don't you move," Mr. Mirti warns the class, "I'll be right back." He decides to go tell someone, leaving the whole class gossiping.

Aelita gasps in worry as Ulrich is calling his friends. "Yumi isn't answering, and neither are Odd and Amy," He whispers, Jeremy pulling out his own phone. He's just gotten a message.

From XANA.

"A message from XANA," He knows it's serious because XANA never sends messages. He makes his goals known through attacks, so there are a lot of things at stake here. Not only that, but it's his friends' lives on the line, and XANA knows that. "Aelita at 2 o'clock in the ice sector to give herself up to the Scyphozoa. If not, Odd, Amy, and Yumi will be liquidated."

The three all gasp at the consequence. If they do it, Aelita will lose all her memory. And if they don't...

Their friends will be gone.

Yumi, the most mature and the smartest. Odd, the walking stomach with sometimes good humor. And Amy, the outgoing budding artist...

They had to save all of them. And the only way was to go to the factory. "We don't have any time to lose," Ulrich stands up. "Let's go."

"Okay," Jeremy agrees, but unfortunately, the teacher arrives back.

"I want everybody in their seats right now!" Everyone immediately sits down, including a reluctant Ulrich.

"How do people expect us to save the world if they don't leave us alone?" Ulrich asks bitterly. First Jim, and now they can't leave class.

"And quiet down," Mr. Mirti closes the door.


At a warehouse, Yumi, Odd, and Amy are shivering due to the temperature. Yumi lifts her head up from Odd's shoulder. She had been unconscious for a while.

"Where are we?"

"Given the temperature, I would g-g-g-guess north of Siberia," Odd comments as a puff of cold air comes from his mouth.

"W-We're in a warehouse," Amy hugs herself. "We'll never b-b-be able to get past him," She jerks her head to the possessed principal, who's blocking the only way out. Yumi stands up, reaching for her pocket, but...

"My cell phone." It's not there.

"He must've taken them from us," Odd glares at the principal's back.

"How are we gonna get anyone to know we're here?" Amy murmurs as she shivers again.

"We've gotta get out of here ourselves," Yumi whispers to herself. "Before we freeze to death."

"Uh, M-M-Mr. Delmas, sir?" Odd tries appealing to him, only to get knocked back by an electric surge.

"Odd!" Yumi and Amy exclaim. Amy catches the boy as he lands in her arms.

"Are you okay?" She asks in concern and he snuggles into her for warmth.

"Yeah..."

She was not turning red because of how close he is right now. Nope. She's just...cold! Yeah, that's it. No matter how warm he was...

"I wouldn't count on his cooperating with us," Odd looks up at the girls, who look to each other in worry.


"Right then," Jim announces as everyone is escorted out of the building. "Everybody here? Classes are cancelled for the rest of the day. You can all go home. Sissi and William, the detective would like to ask you a few questions," Jim jerks a thumb at the policeman.

"Hey, what about those guys?" Sissi points to Aelita, Ulrich, and Jeremy attempting to sneak away. "You should question them too, they're always scheming with Odd, Yumi, and Amy."

"Stern, Belpois, and Stones," Jim calls out and they stop, a little annoyed at their bad luck today.

"Definitely not our day..." Jeremy murmurs in disbelief, Jim looking at them suspiciously. Come to think of it, he's always seen Amy, her boyfriend Odd, and Yumi with them...it wouldn't be a surprise if they knew something about the threes' disappearance.

"I wouldn't be surprised if they knew something about what happened to my father," Sissi frowns in worry. William says nothing as he doesn't have anything to prove they're not involved.

"Come on, you three. Follow me," The detective orders.

"Ready?" Ulrich asks the two.

"Go!"

The three run down the hall. "What?! Hey! Come on, get back here!"

They jump off the stairs, Jim and the police running after them. The three climb over the fence to the track field. Jim climbs and jumps over, the police coming in from the front. Ulrich takes the lead as Jim chases after them. When they turn the corner, Ulrich zips past four police officers. One of them goes after Ulrich.

"We got em!" Two of them grab Aelita and Jeremy, Jim running towards the park.

"I'll handle this!" He runs straight into a tree, falling onto his back. Ulrich escapes into the sewer tunnels, the police officer coming to a stop. He pants in exhaustion, looking around for Ulrich, who climbs down the ladder. He grabs his skateboard and skates down the stair railing.


Yumi shivers, Amy's teeth chattering as she hugs herself tighter. "My f-friends are really cold," Odd calls out to the possessed faculty member, who does not say a word. "Hey, XANA. Apparently you plan on keeping us alive. Well, you'd have already blown us away." Again he gets silence. "Uh, in case you didn't know, cold can kill us too, so if I were you, I'd do something about it."

Mr. Delmas realizes that eventually they'll freeze to death, and he needed them as leverage to get Aelita to Lyoko. If they were to find out that their friends had perished...

He throws his jacket to Odd, who catches it. He looks back only for a second as Odd puts the jacket over Yumi, who smiles at him. He looks at Amy on his right and takes off his own jacket, handing it to her. "Here."

Yumi and Amy both drop their mouths in shock that he actually took off his jacket. Amy slowly takes it and puts it over her tunic. "Thank you, Odd..." She places her head on his shoulder and snuggles into him on instinct, causing him to blush. He wraps his arms around her waist and presses himself against her to keep her warm.

Yumi smiles at them. If she had a camera, she'd snap a photo.


"Nice going, Sissi," Jeremy comments bitterly as they sit outside the principal's office. "You really messed up this time. It so happens we're the only ones who can help your father."

"What do you mean?" She raises a brow.

"Your father is, uh, p...possessed," Aelita tells her bluntly. If they lied, she wouldn't believe them, so the only option was to tell her the truth.

"Oh yeah, right. Like in Hospital of Horrors? And he's been taken over by a demonic entity who will make him do unspeakable things, huh?"

"Well basically, that's about it," Jeremy is slightly surprised by her specific choice in words. True, she knew about him before, but he's never gotten that kind of description from someone who didn't know about XANA.


In the warehouse, it's been almost quiet. Amy has fallen asleep on Odd's shoulders as she felt tired. Yumi hears a thump and looks down to see a cell phone between her and Odd.

"Ames," Odd whispers gently, shaking her. "You can't sleep now."

"Mm," She murmurs and he tries again.

"Come on, no sleeping. You can take a nap later."

She rubs her eyes and glances at the phone, looking back up at the principal.

Ulrich opens the door to the bridge and crawls onto the structure, running across.

Yumi slowly picks up the phone and dials Ulrich.

As he jumps to the elevator down below, his cell phone rings. He picks up upon seeing Yumi's name. "Yumi, are you okay? Where are you?"

"If you ask me," Yumi whispers, hiding her head underneath the jacket. "We're at the refrigerated warehouses on the wharf just on-" The phone flies out of her hand, along with Amy's and Odd's. "Hey!" They watch in shock as the possessed principal is using telepathy to lift up the phones. They're then brought to him and by making his hand into a fist, he crushes the phones to bits. They gasp in horror at his power.

"Yumi?" Ulrich calls out, but the line is dead. "Yumi?" He hangs up in defeat before eyeing the EMP bomb prototype...


"So, in order to help my father, you have to go and deactivate a tower that's in a virtual universe?" Sissi asks in disbelief.

"That's right," Jeremy confirms.

"My last question...why should I help a couple of complete wacko pathological liars, huh?"

"Keep it down," One of the officers warns them and Sissi stays silent with a huff.

"It's not us you'll be helping, it's your father," Aelita insists, trying to get to Sissi's soft side. She knew how much Sissi cared for her father, even if she was mean all the time. Surely she wouldn't turn down a chance to help her family. "You have to trust us, I'm begging you."

The door opens as William steps out. "Thank you. You can go home now," The detective sends him off. "Elizabeth Delmas, it's your turn."

Ulrich stares down at the prototype, with having no idea how to start it up. "Jeremy, next time leave me an instruction manual." He decides to just go for it and flip a switch. He flips the other one and some lights turn on.

"Yes!"

"It's true that my father's been acting kinda weird for a while now." The detective pushes his pen up and down as he listens. "He's taken to locking himself in the basement to tinker around and he says strange things too. The other day he told me he was fed up with life. I told him that it was only natural for a school principal with such a heavy load to feel that way. And then he started laughing in a really crazy way and said he did have a heavy load, but he hadn't decided where to set it off yet. And then I also heard him on the phone saying he'd gotten some material. I didn't really get what he said. It sounded like decorators or destinators or..."

The detective's eyes widen as he sits up in alarm. "Detonators?!"

"Yeah, that was it."

The detective opens the door. "Evacuate the school."

Jeremy and Aelita gasp in shock, looking up at a winking Sissi.


They run out of the administers' building, stopping at the park. "Thanks for trusting us, Sissi," Jeremy looks at her.

"Don't mention it. But if your story about a virtual world turns out to be phony, you're gonna regret it," Sissi warns him as he gets a phone call. He answers it.

"Ulrich, where are you?"

"On my way to the refrigerated warehouses. I'm gonna try and set Yumi, Amy, and Odd free," He drags the bomb prototype on his skateboard.

"XANA's ultimatum expires in 15 minutes," Jeremy glances at his watch.

"I'll go as fast as I can. Meet ya at the factory."

Jeremy looks back at Sissi, who's following the two. "Sissi, what are you doing?"

"I'm coming with you," She pants as she trails after Aelita. "Remember my father is involved in this. And I wanna check out this virtual world business you've been blabbering about."

"Oh, alright," He says in defeat. He'll have to launch a return to the past. They reach the manhole cover.

Ulrich drags the bomb, arriving at his destination, standing in front of the glass doors.

"Wow," Sissi comments once the three are in the lab. "I feel like I'm in a James Bond movie."

"XANA doesn't waste time," Jeremy looks at the screen. "Your friend the Scyphozoa is already waiting for you."

"How much time before the ultimatum is up?"

"Two minutes," He answers in worry. In the ice sector, the jellyfish monster is waiting in front of a tunnel.

Ulrich walks down the hall, opening a door. He closes it. He opens the next door. Zilch. He tries the third one and like the last two, he doesn't find his friends. No trace of the principal either. His phone rings and he answers it.

"Hurry! One minute to go, Ulrich."

"But Jeremy, there are dozens of cold rooms here," He gestures to the hall.

"I should've handed myself over to the Scyphozoa," Aelita laments.

"No. Ulrich's gonna make it." However, there are only five seconds left. "The ultimatum is up."

Sissi gasps in shock as they look at the zeroes. What could that mean for Amy, Odd, and Yumi...?

The possessed principal suddenly growls, turning around. Yumi, Odd, and Amy are sitting around silently, Amy still snuggled into Odd and in his sweater. He knows what to do as the others have wasted time.

He holds out his hand, Odd looking up.

Ulrich hears a scream, turning to his right. He recognizes it as it was Odd.

The principal is electrocuting Odd. "Odd!" Yumi and Amy stand up. "No, Mr. Delmas, stop!" He then electrocutes the girls, lifting all three to the wall. He watches them scream in pain with a satisfied growl. Ulrich has tracked them down using their screams, glancing around the corner.

"Jeremy, that bomb you made, it won't blow away the principal, will it?"

"Well, uh, theoretically speaking, no," Jeremy answers slowly. He hopes that it wouldn't. Technically, it shouldn't even harm a human, just only the ghost possessing them. He made it so that a human wouldn't be injured.

"Watch out!" Ulrich kicks the bomb underneath the man's feet, eventually exploding.

"Ulrich!" Jeremy calls out as he heard it. "Ulrich. Can you hear me?"

"You said that that bomb fried anything electronic," Aelita reminds him. "So that would mean cell phones too, right?"

"Oh, I'm such a dork!" Jeremy insults himself. "I hadn't thought of that!"

"Can't we find out if it worked? My father might be dead by now," Sissi places a hand on her cheek in horror at the thought.

"Or in great shape, giving Odd, Amy, and Yumi a piece of his mind."

Aelita frowns in worry.

The principal lays down, out cold. "It worked!" Yumi stares down at him.

"Yeah, but it wrecked my mobile," Ulrich looks at his busted phone. Without any phones, they had no way to call their friends. Odd groans as he sits up. Amy runs up to him.

"Odd, are you okay?"

"Yeah...you?"

Amy smiles softly at his concern. "Yeah...here's your sweater," She hands it to him. Ulrich gives a sound of shock that she was wearing it, Yumi giggling.

"I'll tell you and the others later," She whispers to him.

"What happened...?"

"I'll explain on the way. Come on, let's get to the factory," Ulrich leads the way and they run out of there...

Right before the principal opens his XANA filled eyes.


"Oh no," Jeremy paces around in worry. His friends could be hurt...or worse. "What rotten luck!"

"Uh, Jeremy?" He turns around to Sissi, who prepares her hands. She then kicks Jeremy's leg and punches him in the stomach, knocking the boy out.

"Nice job," Aelita compliments with a smile. "Where'd you learn to punch like that?"

"I took Penchak Silat classes, to impress Ulrich. But it didn't work," She frowns at the memory, hands on her hips. "By the way, why did you ask me to do that?"

"I have to help Ulrich, Odd, Amy, and Yumi," Aelita explains herself. She didn't want her friends to suffer just because of her. "Only I can deactivate the tower, and Jeremy would've never let me do it."

"Sissi, now!" Aelita calls out. She's set up the virtualization process. Now all Sissi had to do is press the button.

"Are you, um...are you sure?" Sissi asks nervously. She didn't know what it would mean for her father if she messed this up.

"Yes, Sissi. Do it," Aelita narrows her eyes. Sissi presses enter and watches in awe as Aelita is transferred, scanned, and then virtualized onto Lyoko. She lands in the ice sector like XANA wanted, landing on the path. She runs across and it doesn't take long for her to be attacked by three Kankerlots. She avoids them as best as she can.


Odd, Ulrich, Amy, and Yumi run across the bridge. Suddenly, the principal runs on water and jumps in front of the entrance to block their way.

"What?!" Amy exclaims in shock at him.

"Get to the factory, I'll take care of him," Ulrich jumps into the air and kicks the principal. He reaches out a hand and shoots a bolt of electricity at Ulrich, the others running past.

Aelita looks down at a slide, the only way out. She sees it leads to a tunnel and glances back at the monsters. She can't fight, so the tunnel is the only option. She jumps and slides down it. One of the Kankerlots slides to a stop. The second one bumps into him and then the third bumps into the second one, causing all of them to slide right off the edge. Aelita shouts nervously as the three Kankerlots follow her, their feet now on the path. She enters the tunnel and so do the Kankerlots one by one.

She slides to the right as the first Kankerlot fires wildly. Aelita ducks quickly under another laser, looking back behind her. The Kankerlot right behind her shows no mercy as it continues to fire. It tries to control its feet, flying out of control. Eventually the monster takes out one of his friends. Aelita turns back as she sees the exit approaching. She slides out into the open air as the second Kankerlot follows. Aelita crashes onto the ground near a mini glacier. The second Kankerlot hits it, destroying itself.

Aelita turns back to see the last one, who lands perfectly. It advances towards her and she backs away slowly. Then she hears a familiar noise and turns back to the Scyphozoa. It captures her into its tentacles, proceeding to steal her memory.

"Jeremy?" Sissi looks over him as he starts to wake up. "Uh, Jeremy? I think there's a problem."

"Oh," He holds his head. "Oh, my head!"

"Well, Aelita is there in-in the video game," She looks at the screen. "And with some kind of giant squid."

"Huh? What?" He stands up at her explanation, seeing Aelita's memory depleting. "Oh no! Aelita! Are you crazy?!" Hearing the doors open, he turns to Amy, Odd, and Yumi. "To Lyoko, fast!"

"What about my father? Is he alright?" Sissi asks in concern as she doesn't see him.

"Couldn't be better," Odd jerks a thumb to outside. "He's outside playing with Ulrich."

"No time to lose, let's go," Amy pushes the button.

They arrive in the ice sector, landing as their vehicles arrive. Odd backflips onto his Overboard. Yumi jumps onto her Overwing. Amy flips into the air, landing in her OverRunner. They take off down the path.

"Aelita's on the plateau ahead of you."

Yumi sees the tunnel Aelita slid down in front of her. "Odd, take the tunnel. Amy, you drive underneath. I'll keep going straight."

"Read ya loud and clear, chief," Odd salutes and she flies over the passage.

"Have fun, Odd," Amy smirks at him, revving up her car. She speeds up as she flies off the platform, landing on the surface below and following after Yumi. Odd turns around and uses the spikes behind him to do some tricks. He laughs in excitement at his skateboarding skills, flying down the path. He flies into the tunnel.

"Hurry up!" Jeremy looks nervously at the low amount of memory left.

The Kankerlot stares at the Scyphozoa, ready to attack in case Aelita somehow escaped. She closes her eyes as she feels all of her memory about to be lost.

Suddenly, a fan and spinning spear come in. The spear takes out the Kankerlot while the fan cuts the tentacles, releasing Aelita. Yumi backflips and jumps, catching her fans. Amy runs up and grabs her spear. Yumi lands safely, turning to the Scyphozoa with a smirk. Odd suddenly flies in from the tunnel. He fires three arrows, hitting the Scyphozoa in the head. Aelita shakes her head slowly, Amy bending down to her.

"Aelita, are you alright?"

She nods slowly. Yumi flies over to them. "Saddle up." Aelita climbs on behind her, Yumi taking them into the skies. Amy backflips into her OverRunner.

Ulrich is lifted into the air and thrown to a pole by the principal.

"The activated tower should be straight ahead of you," Jeremy reports as they fly across to another plateau. "Watch it now! Move it! Ulrich must be taking a beating up there." The elevator doors close. "Sissi, uh." He sees that she's no longer there. "Sissi?"

They see a structure in front of them with three pillars, but no tower. "Jeremy, there's no activated tower here."

"The scan picked it up. It has to be somewhere," Jeremy comments and sees three monsters waiting for them. "Your pals the Tarantulas are there."

"Thanks for the tip," Odd comments dryly. They fly around one of the pillars as three Tarantulas materialize over a hole. One of them sees the four pass by and starts firing at Odd. A laser hits him in the shoulder and he looks back at the Tarantula who hit him. Odd ducks under a shot as Amy and Yumi fly ahead. Yumi flies up into the air and Aelita sees the entrance.

"Look! Looks like the entrance to an ice cave."

Ulrich is being electrocuted by the principal. "Bonzai!" He turns to Sissi, who hits him with a stick, knocking him to the ground. She checks over Ulrich. "Ulrich, are you okay?"

Odd narrowly misses lasers as he and Amy distract the Tarantulas. Odd flies lower as Amy flies around the pillar again. Odd stomps down on his Overboard, tilting it. He flies up into the air and zips past the Tarantula, who looks up. He aims his arm and fires three times, the first shot destroying the monster. He spins the Overboard as the second one fires at him. The remaining Tarantulas stand up and fire at him as he goes back to the ground, speeding forward.

Amy lands back on the ground, skidding to a stop. She looks up at the Tarantulas and revs up the car, heading straight for the pillar. She drives faster and actually drives up the pillar at high speed, flying into the air above the monsters.

"Wow...!" Odd looks at her in awe, but one of the Tarantulas fires at her ride, devirtualizing it.

"Ah!" She starts falling towards the Tarantulas, who prepare to fire straight at her!

"Ames!" Odd flies in and saves her at the last second. She stands up, holding onto his shoulders.

"Thanks," She hugs him from behind.

"I hope I don't see you next fall. Who knows what kind of trouble my favorite girl could get into next time?" He winks at her and she rolls her eyes.

The principal sits up and Sissi holds out a hand. "Daddy, no!" He walks over and his hand electrifies. "Leave him alone!"

Odd flies over to Yumi and Aelita. "Amy, Odd, you get one of those Tarantulas, and I'll handle the other one."

"Okay," Odd gives her a thumbs up.

"You got it, Yumi!" Amy salutes to her and Odd flies them over.

"Aelita, you're gonna have to jump at the right moment," Yumi orders and she nods.

"Hurry! Ulrich's getting massacred! And so is Sissi now."

The principal hits Sissi with his electricity, knocking her away. He just laughs evilly as emotions from her are doing nothing.

The Tarantulas look up as Odd points his arm. "Laser Arrow!" He only hits the body, which is not enough. The Tarantula he hit fires at them. "Shield!" He crosses his arms in front of them, but he's hit in the arm, stomach, and devirtualized.

"Odd!" Amy exclaims and plants her feet on the Overboard, flying away from the Tarantula.

"Change of plans," Yumi looks at Aelita. "You take the controls." She lets go of the handles. "Let's go!"

Aelita takes hold as Amy flies down near Yumi, who pulls out her fans and spins them. She starts spinning around, landing in front of the Tarantulas. Amy backflips off the Overboard and lands in front of the second one. She spins her spear as Yumi continues spinning, holding up her hands and spinning her fans all around. The monsters fire, but she deflects every shot. Amy flicks her arm to avoid each laser in heading for her. Yumi stops spinning and throws one of her fans, hitting one Tarantula and destroying it. She catches her fan and looks at the last one remaining.

Amy holds out her finger. "Shattering Ice." A flurry of ice shards fires, but the Tarantula stands up, the shards only hitting the body. She grunts at it as it fires, Yumi absorbing the laser with her fan. It also knocks her back a little. When it happens again, she's nearing the edge.

"Now!" Yumi tells Aelita, who flies over the cave entrance and jumps. She slides down it safely, Amy sighing in relief. The Tarantula then turns around and devirtualizes Yumi.

"Yumi!"

Amy turns to the monster and holds out her left hand, a blue flame emerging from it. "Ice Flame!" She throws it at the monster and it explodes when it hits the eye. Amy sighs in relief, wiping the sweat off her forehead.

Aelita slides down the tunnel and rolls to a stop. She stands up and turns around...

Finally finding the activated tower. "Here's the tower!"

"Hurry up!" Jeremy urges and she runs inside, stopping at the center. She starts floating to the top.

"Daddy!" Sissi cries out as he turns his attention on Ulrich. He knocks the boy onto the ground.

Aelita reaches the top with a soft landing, walking up and logging in.

Aelita

Code

Lyoko

The principal turns back to normal and falls unconscious in front of Sissi. "Daddy!"

"Tower deactivated."

"Ulrich." He opens his eyes at her voice. "Are you alright?"

"Yeah, thanks to you. Thanks a lot, Sissi."

She walks up to her father in concern as he's not moving. "Is he..."

"No, just knocked out." Just from here, he can tell the man is still breathing. "Don't worry."

"What's gonna happen to him now?" She closes her eyes, lightly touching him. "I mean, with the kidnapping and everything?" If her father went to jail not only for kidnapping students, attacking one, and also with him being under suspect for bombs, she'd be all alone...

"Everything's gonna be alright. No one will remember anything. Neither will you, for that matter."

She walks up to him. "And you?"

"I will. For me, it's not the same."

"Okay," She leans in towards him. "Then you'll remember this kiss." She kisses him on the lips, Odd on the phone as he saw the whole thing.

"You can go ahead, Einstein. I wonder which would be worse, being blind or having to see this."

The girls arrive in the lab, Jeremy having materialized Aelita and Amy. "See what?" Yumi asks curiously, but gets no answer as Jeremy launches the return in time.

"Return to the past now." It engulfs them, the bridge, and the school as everything goes back to normal.


Sissi walks up to the three like last time. "Oh, what do you know? Yumi isn't here with you. Of course not, I just saw her with William. How stupid of me."

Ulrich smiles, saying nothing as Sissi walks away. "Ciao!" Despite her still trying to cause trouble, he knew the truth.

"Uh, Ulrich?" Jeremy looks up at him. "Hello? You're still thinking about what happened on the bridge?"

"What happened on the bridge?" Yumi, Odd, and Amy arrive, the older girl demanding for an explanation.

"Yeah, what did happen on the bridge?" Aelita asks curiously.

"Nothing," Ulrich answers immediately, though he stammers a bit.

"Odd?" Yumi glances at the boy standing next to her.

"But it's true. Nothing happened," He denies as the bell rings. Jeremy closes his laptop.

"Okay, it's time for class."

"Something smells really fishy," Yumi murmurs as she raises an eyebrow at the boys' strange behavior. "What could they be hiding?"

"Don't worry, I'm sure it's just another boy thing," Aelita denies, but when Ulrich lets Sissi go inside class first, she can't help but narrow her eyes suspiciously.

"Amy, do you know?"

"Of course not," Amy shrugs slowly. "Like they said before, if nothing happened, nothing happened."

"You know too?!" Aelita asks in surprise. "How come they won't tell us?"

"Spill," Yumi places her hands on her hips.

"Odd was embarrassed enough telling me," Amy gestures to herself, biting her cheek at her lie. "I'm not breaking his trust over nothing happening." Odd had told her before he arrived with Yumi in her room, and made her swear not to tell anyone that she knew. She hated lying, but Ulrich would kill her if he knew she knows.

And she values her life.

"So," Ulrich sits down next to Odd. "What's going on with Amy?"

"For the hundredth time, nothing," Odd whispers at him.

"Yumi says you gave her your jacket. That's not nothing, Odd. You've got it bad for your best friend," Jeremy points to him with a smirk.

"I don't have anything bad, because there's nothing there," Odd insists, crossing his arms with a huff.

"Okay, let me ask you this," Ulrich leans forward with a serious look. "And answer honestly, Odd. No jokes. What do you feel when you first see Amy in the morning?"

"I, uh," He rubs his neck, hoping that he can make sense of what he's about to tell them. "My heart beats a little...but they're supposed to do that."

Jeremy facepalms, Ulrich shaking his head. "Okay, how do you feel when she's in danger?"

"I feel like I have to be the one to save her. Because without her, I wouldn't be me," Odd frowns to himself.

"What about if you saw her with another guy?" Jeremy rubs his chin.

"I'd pull her away and make sure that he stays away from her," Odd narrows his eyes at the thought. "She already has a best friend in the male department—me!"

"Okay, so let's recap what you just said," Ulrich counts off on his fingers. "Your heart beats when you see her in the morning, you feel like you have to protect her whether it's Lyoko or here because you'd be lost without her, and you admitted to being jealous if she's with another boy."

"Hey, I never said I was-"

"You technically did, Odd," Jeremy holds up a finger. "You said you'd make sure he'd stay away. Face it, buddy, you have feelings. For Amy."

Odd pauses at their arguments. Was it really so bad to deny? After all...he's never felt this way about any girls he's dated so far. Not like how he feels for the brunette. It was different...a good different.

"But she's my best friend. If I say I like her, it might ruin all of that...and I like what we have now."

"Odd," Jeremy pushes up his glasses. "It's not really so bad to fall for your best friend. Even if she rejects you, which she wouldn't, you'd still be just as close. Think about it. Would you really stop hanging out with her if she said no?"

"Of course not."

"So...what are you gonna do about it?" Ulrich wonders.

"I think I'll just do nothing for now. I don't want her to suspect anything. I...need to find the right time," Odd glances at the entrance and shushes them. "She's coming in with Aelita now. And don't tell her we had this conversation."

"Alright, but if you don't tell her soon, we might have to," Ulrich tells him and he stays silent. That means he didn't have that much time...he'd have to confess to Amy. It wasn't the fact that they're close friends that worries him.

It was her reaction to when she finds out.

How was he gonna make everything normal again after this?