Disclaimer: I don't own Code Lyoko.

A/N: I haven't watched this show in so long, so I don't remember everything about it, I hope you all like this story, this takes place in season 4 also the Lyoko Team and others will be aged up to 16 I don't know their actual age. rate M for bad language and possible lemons


The Lyoko Team were in the heat of battle in the forest sector, trying to deactivate a tower hoping to stop one of Xana's latest schemes involving a satellite falling towards earth. It was heading for their school, time was ticking, 5 minutes before impact. Ulrich and Yumi were busy with three Bloks which Ulrich used his super sprint while dodging the bloks lasers before he thrusted his katana into its eye before jumping back as it exploded into bits.

"Well these guys are persistent as always." Ulrich said in a dry tone.

"Probably because Xana is trying to flatten our school and everything else in a hundred miles." Yumi added drying as she threw her two fans at the remaining Bloks hitting them in the eye before they exploded as well.

{You all need to hurry up, the satellite will impact in 4 minutes and 30 seconds} Jeremy said from the computer room.

"Chill Einstein, we got this." Odd said as he rode his hoverboard as he fired his laser arrows at the eyes of two Bloks guarding the tower leaving one tarantula remaining. "Well Princess, you do the honors."

"Why thank you Odd." Alita said as she flew in.

The tarantula tried firing at her but missed, before she charged up her energy sphere and fired it at the tarantula and destroyed it.

"Nice job, Princess. Now go do your thing.' Odd smirked.

"Right." Alita nodded but just as she made her way to the tower a giant sword embedded itself into the ground as William, a former classmate/Teammate now in possessed by Xana stood in the way ready to engage the team.

"You know, Einstein, I'm starting to regret putting him on our team." Odd said as he and others got ready to battle.

William reached out with his hand as his sword became smoke before it rematerialized in his hand and he grabbed hold of it before he got in a stance.

{Guys you need to get Alita to the tower quickly, T minus 2 minutes 40 seconds.} Jeremy said.

"We're working on it Jeremy." Ulrich said, as he drew his blades. "Alita leave him to us, just get the tower."

Before Alita could respond, they were shocked that in a dark shadow William separated into four copies.

"Ok that's not fair, hey Jeremy how come Xana can give him cool powers like that, but you can't give us some?" Odd questions.

{I'm trying my best with what I have Odd} Jeremy answered

"Odd this isn't the time to whine, we have less than two minute or our school and counting, people are going to die." Yumi said, not in the mood for her friend's antics.

The four Williams rushed at them,

Ulrich made a clone and one of them intercepted William who went after Aelita.

"Hurry up Princess, we'll keep them busy." Odd said as he dodged the clone William's sword. While making fun of him. "Come on Willy, my grandma swings better than you."

The clone didn't take that well as he just charged energy into his sword before slamming it down creating a giant explosion knocking Odd back a bit.

"Okay then, so you didn't find my joke funny didn't you?" Odd asked.

Meanwhile both the clone Ulrich and the Clone William were battling with the Clone Ulrich losing before he kicked him back and suddenly slashed him destroying the clone before the clone William focused his attention on Aelita.

"Oh no." Aelita said as she made her way to the tower with the clone on her tail.

Meanwhile the battle between Ulrich and the clone William was fierce as Ulrich was battling bravely and their battle was so far even with the Clone William having the edge.

"Super Smoke!" the clone William shouted as he turned into smoke before reappearing behind Ulrich's blind spot and swinging his sword taking him out as well.


Meanwhile in the real world, the scanner opened up to reveal Ulrich who clenched his fist in frustration.

"Damn!" Ulrich growled.


{Guys, you have to hurry.} Jeremy said.

"I like to see you in our situation Einstein!" Odd grumble, as he fired his laser arrows at the William Clone who blocked it with his sword before charging in and swinging at him.

Meanwhile the battle between the clone William and Yumi wasn't going so well for Yumi as William kept blocking her fans before swinging his sword at full force.

"Damn it, at this rate we won't last much longer and times almost out." Yumi scowled.

At that time, Aelita was busy fighting off the Clone William pursuing her, as she fired her energy spheres at him which he kept deflecting. "I can't waste my time, I need to get to the tower.

Clone William smirked as he changed at Aelita without mercy. Aelita's wings materialized just in time to get her out of his reach.

"Well at least he can't get me up here." Aelita sighed in relief, until a familiar cry filled her ears. She turned to see a Manta flying toward her as Clone William leaped on it's back. "Just my luck." as she flew as she could away from them.

Meanwhile Clone William charged energy into his sword and slam it into the ground creating and explosion taking out Yumi


Meanwhile in the real world, the scanner opened up to reveal Yumi standing up exhausted.


{Odd you're the only one left. You have to hurry} Jeremy called out

"Geez, thanks for the pressure." Odd said sarcastically, as the three Williams approached him. "I don't think we can just talk this out huh?" as he saw the manta and the clone William chasing Aelita in the sky.

"I got to get them off the Princess's tail." Odd said to himself, as he rushed at the three Williams he had a plan and only one shot, all three Williams charged with Odd dodging the first two, when third swung his sword sideways Odd took advantage used the sword to pull volt himself into the air as he took aim knowing that if he missed they were all dead. Aiming carefully in slow motion he shot his laser at the Manta's eye as it hit home destroying the manta while causing the Clone William to fall into the digital sea.


"Nice shootin tex!" Ulrich cheered.

"Good job Odd." Yumi added.

"We're not out of the woods yet, one minute until impact." Jeremy said in worry.


Before Odd could reply he was struck from behind as the original William impaled his sword through his back, before he dematerialized.

"Odd!" Aelita exclaimed, but she knew this wasn't the time to complain and she wouldn't let Odds last act go in vain as she raced towards the tower with Williams on tail.


Meanwhile in the real world, the scanner opened up to reveal Odd standing up, as he sighed.

"It's up to you princess." Odd muttered.


Aelita flew as fast as she could with Williams after, she finally saw the tower, as she landed and quickly entered.


Odd had just entered the computer room and rushed towards the others.

"How much longer Jeremy?" Odd asked.

"40 second till impact." Jeremy said.


At that Time Sissi, Herb, and Nicholas were walking in the school courtyard as Sissi blabbered about her day.

"I can't believe I got a B on that culture test, I swear that the new teacher has no idea what he's in for when I talk to daddy." Sissi fussed, Herb while listening looked at the sky for a second.

"Umm do shooting stars fly during the day time?" Herb asked nervously.

"Herb what are you even talking about?" Sissi said, as he pointed at the sky as both Sissi and Nicholas looked up and saw a red ball of fire coming towards the school as many of the children began to scream and run.

"That's not a shooting star! That's a satellite!" Nicholas screamed as all three ran for cover like the others.

"I'm too pretty to die!" Sissi screamed in fear.


"10 seconds." Jeremy said as Odd and others began to hope Aelita made it in time.


Aelita made it to the top as she placed her hand on the terminal before it spelled out "Code Lyoko"


Everyone at the school braced themselves for impact as the satellite was seconds away from hitting the ground which time seemed to slow down.


Jeremy was then forced to push the button to Return to the past despite the risk of making Xana stronger.

"Return to the past now." Jeremy said as he pressed the button as a field of energy covered the area as it moved towards the school and enveloped the satellite.


The team was now in the courtyard and the gang was around the bench, they were all glad that they had stopped the disaster.

"Talk about cutting it close." Odd sighed.

"You can say that again." Ulrich said as he was exhausted and sitting down on the bench

"Indeed, Xana's plans are getting more and more dangerous. We lucked out this time." Jeremy said mentally exhausted.

"Hey Einstein, in the end we managed to stop it didn't we?" Odd said trying to lighten things up.

"Odd's right, and if it wasn't for him shooting the manta and clone William down I wouldn't have made it in time." Aelita smirked.

"Whatever, so now what?" Ulrich said as he threw the empty can at the trash.

"We rest, after all we've earned it after all of this." Yumi said.

"Hey Einstein, you think you can give me a cloning ability to even the playing field against William?" Odd asked.

"No thanks, Odd we already have enough trouble with just one of you." Ulrich said as the others just laughed while Odd just pouted.

"Yeah Odd, remember that time when I gave you the ability to teleport and that bug happened?" Jeremy asked. Still remembering that bug that caused all three Odds to be in the real world from the teleporting powers bug.

"Ahh, point taking there's only room one handsome Odd in this world." Odd smirked.

"Whatever you say Romeo." Aelita smirked and mocked, while Odd gave a playful glare.

"Yeah and I still have nightmares of that day." Ulrich said, grinning a bit.

"Yeah, I swear I could hear them all snoring from me and Aelita's room." Yumi added.

"I don't snore!" Odd pouted as the others laughed, despite all that happened the gang could at least find a way to laugh.


Later that night in the factory, the supercomputer activated on it's own as it showed Odd and Aelita' avatar data before they were copied and merged into a third one only showing a small silhouette image.


Moments later In the scanner room, the middle scanner opened up as steam flowed out of it as a small figured stepped out of it, as the scene zoomed in on its eyes which were glowing red and had Xana's icon as it glared.

"Mama, Papa…" The small figure whispered.


A/N: little short but I hope you all liked this first chapter and big thanks to SkylanderZilla for his help, I got the idea from another Code Lyoko story, which I can't remember the name of, as you should know I'm an Odd and Aelita shipper so they'll be the main pairing in this story. This is my first Code Lyoko story so please go easy on me. And pay attention at the last scene and tell me what it references. Here's a hint, it's from the original Dragon Ball Z movies but which one, Until next time this is MiracleKing64 signing out.