~Kadic Academy; Bordeaux, France~

~10:45 A.M.~

It was a bright sunny day in Bordeaux. Yet both Jeremie and Aelita were situated inside firmly at their usual desk, listening to Mrs. Meyer intently as she drabbled on about housekeeping matters. The woman of about forty turned around to face the class of ace students. It was a very advanced math class. Only 10th grade students with honor rolls could even apply, let alone get in. Of course, being two of the brightest students in the school, Aelita and Jeremie had no problem getting in. Familiar faces surrounded them as well.

"As the last bit of housekeeping, I have the results of your second tests for the semester that you finished yesterday." She said grabbing a stack of papers from behind her. "All around, the grades were satisfying. Some of you are just where I expected you to be, and others will need to step it up a bit if you expect to pass." She started making her way around. "I understand this is a hard class, so I get needing a couple weeks to get used to it. Just keep at it, and I'm sure you'll do fine. Once you have your papers, you are dismissed. Now then..." She carefully pulled the first paper off the pile. "Aelita." She smiled at the young girl. "95. You repeated yourself quite a bit, but overall, very well done." She handed the sheet over to the pinkette.

"Good job Aelita." Jeremie complemented. She smiled back and relaxed back into her chair. "Aren't you going to get out of here?" He asked as Mrs. Meyer kept through her rounds.

"Nah." Aelita said. "I'd much rather stick around to see you get the highest score."

"Herve." They heard come from behind them. They both turned just in time to see Herve grab the paper from the elder woman. "93. Answers were correct, but penmanship is a factor, and yours is just atrocious, you know." He scowled and pocketed the paper away into his bag. Mrs. Meyer quickly handed papers to the table right behind Jeremie and Aelita. Mrs. Meyer took a look at the stack in her arm. "Oh! Yes, next we have the highest score in the class."

Aelita elbowed Jeremie with a smirk. Jeremie chuckled and shoved her arm away as the teacher passed the two without so much as glancing their way. Aelita did a double take as Mrs. Meyer stopped in front of the desk behind and to the right of them. "Laura." She said. The blonde looked up at her with pride. "99." Meyer said. "If I could give you a 100 I would, but unfortunately Principle Delmas has restricted us to one 100 per semester in order to urge you to always improve." She said shaking her head. "Sometimes I wonder about that man..."

"You didn't get the highest score?" Aelita whispered to Jeremie. "You always have the highest score!" She looked back to Laura who exited the room with a cocky strut. "Weird." She mused. The teacher stopped in front of Jeremie and Aelita and handed a slip of paper back to Jeremie. "Jeremie. In no way bad, but I did expect a lot more from one of Kadic's top students. 92." She said.

The whole classroom shared a collective gasp. "A... B?" A kid behind the two asked. "Belpois got a B?!" He began laughing and pounding his fist on the table. "Oh, man." He said wiping away a tear of laughter. "I got a 94! I did better than Jeremie Belpois!"

"Maybe all those days spent around Odd are starting to catch up to him. Like secondhand stupidity."

"Nah." The boy sitting next to him countered. "Check him for nuts and bolts. I bet he's one of Belpois's experiments. Made so he can skip class."

Aelita quickly turned around. "He's not a robot." Aelita deadpanned. "And I'm questioning your sanities."

"Check Aelita too. No way she wouldn't know about his little scheme." The boy added.

"No one is 'checking' me!" Aelita snapped.

"Everybody, settle down!" Mrs. Meyer intervened. "I expect you to respect each other but more importantly I still have most of your papers to get back. Besides, Jeremie still has one of the highest grade point averages in this school."

"C'mon Jeremie." Aelita said getting up. "We should meet up with the others. We've got our grades." Jeremie got to his feet as well and the two of them ducked out of the classroom to come face to face with Laura Gauthier, who stood cross-armed in front of them. She was refusing to take her eyes off of Jeremie. "Can we help you?" Aelita asked tilting her head.

"A 92." She said simply, still not taking her eyes off Jeremie. "When I transferred here, I was assured by many students, not the least of which your annoying friends Odd and Ulrich, that no matter how hard I tried my grades wouldn't match up to yours. All that boasting your friends did for you, and you come out with a B? Were you even trying?"

"What?" Jeremie asked slightly lost.

"Is that your game? You're trying to mock me by trying to beat me with a low score? ...No, you're too smart for that. So why is my only rival slipping before I get a chance to cream him?"

"Listen, I'm sorry if Odd and Ulrich rubbed you the wrong way. They can be a little...eccentric." Aelita said. "But honestly Jeremie doesn't really get grades under 98s." She explained. "This is a one-off incident. If it's competition you're worried about I assure you we both can-"

"I'm not interested in you, pinky." Laura interrupted. "Only him. I've seen your grades, Aelita Stones. You couldn't top me in your dreams. Beating you is meaningless."

"What?!" Aelita growled.

"But besting Belpois at a low point..." She said shaking her head. "That's also unacceptable. You need to be at your best when your reign crumbles."

"Reign?" Jeremie asked. He turned a questioning glance toward Aelita who just shrugged at him.

"Hold onto that crown while you can, because now that I'm here, they're not going to be calling you Einstein much longer. Soon you'll be just as average as everyone else." Laura boasted. She brushed her hair back behind her shoulders and strutted away.

As soon as she was out of earshot, Aelita turned her head to Jeremie. "I don't like her." She said. "She needs to learn a little respect."

"She definitely makes a bad first impression." Jeremie said nodding. "All most seems like she-"

"Hates you?" Aelita and Jeremie turned around to see William leaning up against the wall of the building behind them. "She might. I know all about her." William said coolly.

"Shouldn't you be in detention?" Jeremie asked. "Where's Jim?"

"No idea. He didn't come to escort me to detention this morning. The hell if I'm going there willingly." He scoffed. "Anyway, Laura...she's not going to leave you alone anytime soon."

"How do you know her?" Aelita asked. "This is the first time she's ever spoken to us."

"That school that I got kicked out of, right before I was transferred here; she was a student there too. The top student. A lot like if you had been born female and then tough how to act by honey badgers." He said referring to Jeremie.

"And her problem is?" Aelita asked folding her arms. "I've never met a student so...off-putting. Even Sissi doesn't give me the same vibe."

"Her problem is that she hops around from school to school besting the students with the best grades in one way or another and once she's exerted her superiority over everyone, she leaves to move on to the next school. She hates anyone who can best her in the world of academics. And Jeremie could definitely do that." William told them. "Her parents are just pathetic enough to feed into this weird hobby of hers. They must've finally made enough money to send her here."

"How do you know so much about her?" Jeremie asked.

"I... may have been a part of her posse of troublemakers for a while... until they kicked me out." William admitted.

"You were friends? With her?" Aelita asked.

"Not friends. Sure, we hung out all the time, and even helped each other out from time to time, but... we didn't like each other. It was all business. We only did it to maintain our status as the top of the food chain. Back then, I didn't really have any friends. So, I just figured it was better to sit at the top than in the slumps with everyone else." William recalled. "Anyway, Laura will do anything to get her way, and while I've never witnessed her cheat, I can't say she's above it."

"In a world with X.A.N.A.?" Jeremie said cocking his head. "How bad can she be?" He chuckled.

"Fair enough." William conceded. "C'mon the others wanna get to the cafeteria before all the good stuffs gone, and I'm depressing myself talking about Laura."

Before Jeremie could agree, Aelita cut in. "You go on ahead, William. There's something we need to take care of first. Couple's stuff. You probably don't want to be here for it. We won't be long." William just shrugged and walked off.

"When did she get so forward?" He muttered to himself.

As soon as William was out of earshot Aelita turned back to Jeremie and gave him a serious look. "So, are you gonna tell me?" She asked.

"Tell you what?" Jeremie asked. He thought for a second and then realized. "You mean the tests." He said.

"Yes. You don't get anything but A's. What's going on?" She asked.

"Is it that weird that I got a lower grade than usual?" He asked. "Maybe I'm just having a rough time. Is it really that big of a deal to you?" He asked worriedly.

"Jeremie, I'd love you if you were a flunky like Odd," She answered not tearing away her gaze from his eyes. "but you're not. You can try to fool me but you won't. You're still hung up on what happened before aren't you?"

Jeremie let out a sigh. "I'm sorry. I wasn't trying to fool you; I just didn't want you worrying." He answered.

"Too late." She rested a hand on his shoulder. "Why are you still so focused on that? I thought we agreed to disregard it until we knew it was one-hundred-percent true."

"How can I not be focused on it?" Jeremie shot back sadly. "I revived X.A.N.A. I endangered everyone. Including my best friends, my family. It makes too much sense not to be true. We even found the residue in me too. If that's not concrete, I don't know what is."

"Let's pretend for a minute that you're right and it was you." Aelita conceded. "X.A.N.A. was in control. You weren't yourself. He used you. No one else blames you, so you need to stop blaming yourself."

"I can't help it. If I had just been able to resist..." He stressed. "This could've all been avoided."

"Maybe." Aelita said softly. "But that still doesn't make any of this your fault. You don't blame me for what I've done under X.A.N.A.'s control, do you?" She asked honestly.

"Of course not." Jeremie shot back quickly. "But-"

"Uh-uh." She cut him off. She quickly grabbed his left hand in both of hers. "Don't even finish that thought. I want you to promise me you'll stop beating yourself up. We need a leader. And I need the real Jeremie." She pleaded.

"Okay." Jeremie smiled. "I promise I'll stop fixating. For you." She leaned forward and gave Jeremie a kiss on the lips.

"That's what I wanted to hear." She smiled leaning back onto her feet normally. "Now come on," She said pulling him forward. "Odd'll start making up stories about what we've been doing if we take any longer." She and Jeremie walked hand in hand back to their usual meeting spot, the vending machines right outside the cafeteria. They quickly met up with Yumi, William, Emillie, Sam, and Patrick.

"Where're Odd and Ulrich?" Jeremie asked. "Did they get held after?"

"Odd got tired of waiting for you." Yumi said. "Said he wasn't going to be cheated out of his shepherd's pie because of you. Ulrich went in after him."

"Why didn't you guys just go in with them?" Aelita asked sincerely. "It's not like we care if you start without us."

"Because some of us have enough manners to wait until everyone is served before eating." Emillie said. "But for some reason Odd doesn't."

"Well, Odd is Odd." Jeremie said. "It's just how he is, always thinking with his stomach." He chuckled. "No harm in that."

"We probably should warn you three as well," Yumi interrupted. "Ulrich's in a very sour mood." She said. "He got a 45 on his last test."

"Ouch." Aelita said. "He must've fallen behind because of X.A.N.A. He's really taking it that bad?"

"Oh, he couldn't care less about his grade. But Delmas, in his great wisdom, took the liberty to call Ulrich's dad." Yumi told them. "He'll be here this afternoon to talk with him. That's what got him pissed. So, do me a favor and go easy on the teasing today."

"Sure." Jeremie said. "Boy am I glad my parents never got called here." He spoke lightly. "That would be a nightmare."

As he and the rest of the warriors shuffled into the cafeteria, halfway across the campus, Principle Delmas was making what he perceived to be a very important call. As he dialed the number and brought the phone up to his ear, he let out a sigh. As soon as the call connected, he recomposed himself. "Hello. Yes, this is principle Delmas of Kadic, am I speaking to Mr. Belpois?"

'Yes.' A voice answered. 'This is Michael Belpois.'

"Good afternoon Mr. Belpois. I'm calling because something rather unprecedented happened today and I wanted to make sure everything was alright at your home."

'Why? What happened?'

"Well, as you know, your son is a star student, a model to follow for everyone. But in the three quizzes that came back today, he didn't get A's as usual, they all came back at 91 or 92. In all his time here at Kadic, that's never happened with him. In fact, before today, he's never gotten anything below 97."

'That is strange.' Jeremie's father replied. 'Jeremie's never gotten anything less than an A, so for him to get anything less is not a good thing. But that can't be it.'

"It's not. He's shown quite a rebellious side lately." Delmas said shaking his head. "Meeting with people after lights out, talking back, refusing to tell the truth, disappearing for hours at a time, playing on his laptop in class, it's just not like him. He's already shown unwillingness to talk to me, but he speaks so highly of you. Perhaps you'd be willing to come by this afternoon to have a chat with him."

'Yes. I have the afternoon off. What time do you want me there?'

"I have another father-son meeting going on at two today. A friend of Jeremie's, actually. Why don't you come by then so I don't have to clear two spots in my schedule?" Delmas offered. "I'm sure Mr. Stern won't mind."

'Sounds like a plan, I look forward to seeing you and my son. Hopefully we can get to the bottom of this.'

After Michael hung up the phone, Delmas placed his back onto its spot and moved over to his desk's built-in comm link. He pressed down on the red button and leaned forward. "Nicole, any word from Jim?" He asked.

'Yes.' His secretary answered. 'Unfortunately, he's cancelled all gym classes for the day. He's not feeling well. He hasn't left his room since last night. He's not letting anyone come in to examine him either. We're all rather worried.'

"If he wants to be left alone, we'll give him an hour to himself. After that, try again if you will. We can't let another sickness overtake the school. I want to be the first to hear of any updates on the situation." Mr. Delmas leaned back into his chair. 'In the twelve years I've known him and the ten he's worked here; he's never taken a sick day before. He's tough as a brick. Kidney stones, hernia, appendicitis, nothing fazes him.' Delmas thought to himself. 'What could possibly be so bad that he would cancel his classes?'

~Jim's Room~

~1:00 p.m.~

Jim rolled around in his bed holding his head in his hands and groaning loudly constantly. His head was going so fast he couldn't think. It took all his concentration just to call in to cancel his classes today. He was currently being plagued by visions of himself. The catch was that the things had never happened. Or at least not that he could remember. And he remembered everything even if he'd rather not talk about most of it. "Oh..." He groaned. Ever since that detention session with William. When his mind is clear, all he can focus on is that stupid drawing.

-12 hours ago-

William sat silently in the library leaning back in his chair and having his feet rest against the edge of the table. He rocked back and forth as he carefully dragged his pencil across his sketchbook in a perfect circle. With that he had finished it. A perfect recreation of X.A.N.A.'s sign. Why he drew it, he didn't know. He just always went with what was on his mind. He lightly shaded in the image he knew all too well.

"Dunbar!" Jim's voice roared. "Feet off the table! The is a library, not a lounge!" He scolded the young boy. William frowned, annoyed, and picked his feet up off the table and resting them below the desk where they belonged.

"Sorry, Jim." William said unattached. "Just trying to get comfortable. Won't happen again...probably." He smirked.

Jim got out from behind his desk and made his way over to William. "Shouldn't you be doing homework? You've been fiddling with that sketchbook for hours." In response William reached down into his bag and pulled out a blue folder. He then began to wave it in front of Jim.

"Homework's done." He said coolly. He flicked his wrist and tossed the folder carelessly onto the table. "Easy-peasy. You can look it over if you really want, but I'm not re-doing anything."

"I'll never understand why you just won't apply yourself, Dunbar! You'd get so much farther-"

"If I just put a little effort in?" He asked knowingly, "Effort's not really my thing. Not with schooling at least. And I like it that way." He continued shading with his pencil as Jim glared at him.

"Now listen here Dunbar," He growled slamming his palms against the table and leaning forward. "I know you didn't do the crime, but this is still detention! You're in a library! Why not read a book instead of drawing..." He leaned over and took a look at William's drawing. "...what is that? A bug?" He asked raising an eyebrow.

William's head shot up as he realized what he was doing. He slammed his sketchbook shut and threw it on the ground harshly. "Uhm...yeah it was a spider."

"But it only had four legs." Jim said. "And one eye."

"I'm sorry, I thought you were supposed to use your imagination when creating art." William snarked crossing his arms.

Jim rolled over in his bed. Right now visions of himself sleeping on the hard floor alone in a giant factory were flashing in his mind. Everything he saw was overlaid by that picture William was drawing. More and more scenes flashed before his closed eyes. Until it stopped on a blur. He couldn't make anything out on this one. Suddenly he there was a knock at the door.

"Jim?" Nurse Yolanda's voice called. The door to his room slowly creaked open and Yolanda peeked her head in with her hand covering her eyes. "Jim, are you decent?" She slowly removed her hand and stepped in to the room. "Jean-Pierre asked me to check on you and give a diagnosis." She explained.

Though he could hear Nurse Yolanda, there's was too much going on inside his head to chat at the moment. He just kept groaning painfully. "Jim, can you hear me?" She asked approaching his bedside. When she got no answer from him, she rested her hand on his forehead. "No fever." She said shaking her head. "Dehydration?" She guessed. "Could be hallucinating." she thought out loud. "But then how did he call in for work? Come on, Jim. Work with me!"

The vision in Jim's head slowly became cleared he was huddled next to Jeremie who was playing around with some sort of...supercomputer. Suddenly he heard Jeremie's voice as he hit the enter key on the computer's keyboard.

'Code: Earth.' He said.

The vision shifted to an orange walled room where he was now joined with Ulrich, Odd, and Yumi on top of Jeremie. A tall tower in front of him opened slowly and revealed a body curled up into a ball... Aelita Stones.

'She's here at last.' He could hear Jeremie's voice again. 'Welcome to Earth.'

"Aelita..." Jim groaned. "Aelita...she..."

"Jim!" Yolanda cried. "What is it? What about Aelita?" Suddenly Jim lost consciousness and fell limp onto his bed. "Jim?!" She slowly stood back up and grabbed the walkie out of her pocket. "Jean-Pierre?" She called into the machine.

'Yes, Yolanda?' Principle Delmas replied. 'An update on Jim?'

"Oh, he's sick alright. I'm not even sure he knows I'm here. No fever. Pulse is fine. But something's wrong. I'll need help taking him back to the infirmary to do a few tests. A stretcher if you wouldn't mind."

'Of course. Were there any clues at all?'

"Nothing of significance." Yolanda reported. "A lot of groaning, but that could be anything. He was trying to say something about Aelita, but he lost consciousness before he could finish his thought... if he could. Maybe she knows what's wrong with him? Or it could just be utter nonsense as a result of whatever's ailing him."

'Understood. I'll be sure to question Aelita. Keep me updated.' Delmas said seriously.

Yolanda pocketed the walkie and pulled a blanket over Jim's body. "Don't worry, Jim. I'll do my best to find out exactly what's wrong with you."

~Kadic Cafeteria~

The group of nine warriors sat at the newly elongated tables eating their very mediocre lunches. Jeremie, Aelita, Patrick, Odd, and William on one side; Ulrich, Yumi, Sam, and Emillie on the other. "Come on, Ulrich." William prompted. "Think about it. This is one of the highest ranked schools in France! And the highest within a thousand-mile radius. Your dad would be a fool to think you could get any better an education somewhere else."

"But my dad is a fool." Ulrich growled at the older boy. "You don't know him. He never once asks what I want. The Sterns have always been doctors, lawyers, politicians, and that's how he wants to model me."

"Good luck with that. You're not brainy enough for any of those careers! Even I did better than you!" Odd laughed with a full mouth. He looked up at Ulrich just in time for a cup's worth of cottage cheese to collide with his face. Through the cheese covering his face he could see Ulrich giving him the evil eye. "I guess I deserved that." He squinted and then coughed up a bit of shepherd's pie mixed with cottage cheese onto his tray.

"Could you be any more gross?" Emillie glared scooting farther down the bench. "You're like a sick animal." She turned to Sam to see her eating just as fast as before. "How can you still be eating after that?"

Sam just shrugged her off. After she swallowed her food down, she met Emillie's gaze. "I've got eight brothers. Four younger than me and four older. I've been barraged with this kind of stuff my whole life." She pointed her fork at Emillie's tray. "You gonna finish that or keep complaining?" She asked. Emillie groaned and slid her tray over to Sam.

"You just need to give him a reason to believe Kadic is the best place for you to be." Aelita advised. "Maybe tell him just how many successful people with six-figure salaries graduated from here."

"We could try talking to him." Patrick suggested. "He's a father. He has to care at least a little bit about your happiness. Maybe if he sees us having fun together as friends, he'll be less likely to take you out of Kadic."

"Nah." Jeremie interrupted. "That won't work. I've met him a couple times and from what I can tell his dad is...well he just sucks. I don't think there's a paternal bone in that guy's body."

"Well," Odd interjected. "we could always tell him that you're a super powerful warrior and we need you here to save the world." Odd suggested. "Mommy always did say honesty is the best policy." He mocked. William reached behind him and smacked him upside the head knocking him off the bench and onto the floor.

"Eating on the floor like the dog you are, Odd?" A familiar voice asked. From the floor, Odd looked up to see Sissi gazing down at him. He slowly staggered to his feet grabbing hold of the table for balance.

"Better off a dog than an ogre like you, wouldn't you agree, my dear?" Odd smirked. He sat back down on his seat. "Whatever makeup you've got on today, it's not working for ya."

"Very funny." She said sarcastically. "Pig." She muttered.

"Did you come over here for a reason?" Yumi asked, clearly annoyed. "Or did you just want to insult Odd? I'd rather you just leave if you don't have a good reason to be here."

"Oh, calm down, I'm here to help, not steal your boyfriend. Unless, of course, you let your guard down." She winked.

"Sissi..." Ulrich said pinching his brow in frustration. "I'm not really in the mood for this today. Stop insulting my friends, or go away." He growled.

"Oh, but I thought we were friends. And friends help each other. And I can help you with your little problem." She leaned forward over the table. "I can help you stay here."

"How'd you know about that?" Patrick asked.

"Oh, please. I hear everything daddy hears." She boasted.

"Why are you so helpful all of the sudden?" Emillie asked. "I thought you didn't like us."

"It's true I don't really care for most of you." She acknowledged. "Nerds and losers aren't really my thing. But especially hate long-distance relationships."

"Why do you care? You'd need to find someone because last time I checked Ulrich's dating Yumi, not you." Aelita prodded.

"And I can't win him over if he's not here!" She snapped slamming her fist into the table. "Now do you want my help or not?"

Ulrich shared a quick look with Jeremie and then another with Yumi. He let out a heavy sigh. "What do I have to lose?" He said defeated. "What do you got?"

"I was in the room, you know? When daddy called yours, I mean." She informed them. "You don't need to make your father like Kadic, from the phone call daddy had, it sounds like he's made up his mind. But if you make the other schools look worse in comparison..."

"He'll have no choice but to keep me here." Ulrich realized. "Sissi, that's it." He exclaimed. "But how? I don't know anything about the schools he's looking at."

"As the principle's daughter, I've got a lot of pull, you know?" She said pridefully. She reached into her bag and pulled out a yellow folder. "This is all the dirt you could hope for on every high ranked school in Bordeaux. And to further solidify the dirt on them. Meet my new friend Laura." From an adjacent table Laura heard her name and turned to Sissi. She motioned for the blonde to come stand next to her.

"Laura? You're friends with her?" Aelita asked as Laura joined Sissi in front of the table.

"Of course. We have so much in common, after all." Sissi said wrapping her arm around Laura who just smiled back at her. "We're both stunningly beautiful, we both love Spanish cuisine-"

"You're both frail little snowflakes with no fight in you?" Sam asked raising an eyebrow.

"Ooh! Ooh!" Odd interrupted raising his hand. "You both have terrible personalities?" Odd added excitedly.

"You both have egos the size of Russia?" Aelita asked disengaged. Not even caring enough to look away from her food tray.

"You do realize that I'm the only one in this school who can help you, right?" Laura asked seriously. "I've been to the majority of these schools. I know them inside-out. Wouldn't you agree, William?"

Up until this point William had been keeping quiet, praying that all the insults would keep Laura from recognizing him. Obviously, he was wrong. He looked dejectedly back at her. "Why are you asking me?" He asked.

"Because you know me better than anyone here." Laura prodded. "Don't play dumb after all we've been through."

"You know her?" Ulrich asked. "How?"

"Didn't William tell you? He got kicked out of our school because he went around posting love letters and posters declaring his love for me." She said cockily. "He had fallen pretty hard."

"This is the girl you told me about all those years ago?" Yumi asked incredulously. "This is the one you were in love with?"

"Not my brightest moments." William grumbled. "After she ratted me out and got me sent away, I realized how wrong I was. She might just be incapable of love." He said angrily. "I had hoped to never speak to you again."

Laura shook her head at him. "How rude." She said. "Maybe I shouldn't help you after all."

"Why are you helping us?" Aelita finally asked. "From the way you spoke to us earlier; I would've thought you hated us."

"I'm helping because Sissi asked me to. That's what friends do. Right, William?"

William got up from his seat swiftly. "I'm out of here." He said in anger. "Odd can have the rest of my food." Odd quickly snatched his tray and pulled it over to himself. As he walked away the Lyoko warriors shared a glance.

"Maybe someone should go after him." Yumi said. "If he broods for too long, he won't be pleasant to deal with for days."

"On it!" Patrick said getting up. "All this tension's getting to me anyway. Call if you need anything!" He called behind him.

"So do we have a deal?" Laura asked.

"Deal?" Ulrich asked. "I thought you said you were just doing this because Sissi asked you to, and friendship, and something or other."

"All that's still true. But everything has a price." Laura informed him.

Ulrich looked at the folder on the table and then to his watch. 1:45. He had fifteen minutes. He slammed his head against the hard table. "Okay." He grumbled. "Deal."

"What do you want in return?" Yumi asked.

"Don't know. I'm sure something will come along. If not the feeling of having someone indebted to yourself is a great thing in itself. Goodbye, Ulrich. I'll be in touch." She walked away smirking to herself.

"Lovely friend you got there." Odd quipped. "She'd be kinda cute if she didn't talk like a comic book villain all the time."

"Shut up, Odd!" Sissi snapped. "You're just lucky you're Ulrich's best friend or I'd beat the snot out of you right here and now!" She threatened pointing a finger in his face.

"Perish the thought." He said stuffing his mouth with William's food. "Everyone knows how much you hate actual work."

"All right, break it up!" Everyone turned to see their school's psychologist, Hans Klotz, walking towards them. "Sissi, Odd, if you continue this little skirmish, I'll send you both to Principle Delmas."

"What are you doing here, Mr. Klotz?" Aelita asked. "I've never seen you in the student cafeteria before."

"Jim's very ill, unfortunately. So, being the one with the least to do, I was asked to assume his duties until further notice." Klotz informed them. "First of which is-"

"Jim's sick?" Yumi asked.

"Yes." Klotz answered annoyed. "Don't interrupt me. My first duty is to bring Stern and Belpois to Delmas's office." He said seriously. "Up and at 'em. Both of you."

"Me?" Jeremie asked. "What does Delmas want with me? I haven't done anything."

"Delmas called your father in." He said plainly. "As of two minutes ago, he had just pulled into the parking lot. Now come on, lunch is over."

Ulrich eyed Laura's folder for a moment before growling and snatching it, tucking it under his armpit. "Come on, Einstein." He said standing up. "Let's get this over with." Jeremie lowered his head and stood up as well.

~The Office~

Joseph Stern stood in the main office, alone with the receptionist, tapping his foot impatiently as he was told to wait for his son to be brought to him. He turned his head to Nicole and frowned. "How long does it take to bring one boy to the office?" He asked, clearly annoyed. Nicole just shrugged and continued with her work.

Suddenly the door to the main office flew open and although Mr. Stern was expecting his son and the psychologist, he was met with a man of similar height and build. The man ran a hand through his short brown hair and chuckled. "This place is a lot bigger than I remembered. I-" His eyes met Joseph's and he stopped mid-sentence. "Hey, your Ulrich's father." He said approaching the man. "It's nice to finally formally introduce myself. I'm Michael. My son speaks very highly of yours; you know?" He said offering a hand.

"The pleasure is all mine." The businessman said accepting the offer. "I wish our meeting could've been under better circumstances." As he shook his hand, he decided to pry further. "So, your son in trouble as well?"

"Apparently so. And I have no idea why." Michael frowned. "He's so bright and so well-behaved on a regular basis, I can't imagine what's going on. My wife nearly passed out when I told her Jeremie got a B."

"Mine's not doing well, either." Mr. Stern said angrily. "After all I've done to give him the best in life, he always throws it away. I've used my wealth to give him everything he needs to be a successful. It's so infuriating."

"I'm sorry to hear that. I can't imagine what that feels like." Michael responded carefully.

"What do you mean?" Mr. Stern prodded.

"Well I've never really had all that much money. In fact, it takes pretty much every last euro just to be able to pay for his schooling." Michael confessed. "Being a drop-out, all the big paying companies didn't really consider me."

"You're a high school drop-out?" Mr. Stern asked baffled. "Your son is the number one student in one of the top schools in the country. I would have thought you'd at least have some kind of associates degree." He quipped.

Michael laughed jovially. "You would think." He agreed. "But honestly, both me and his mother dropped out of high school our senior year." He admitted rather happily. "Neither of us have any idea where his brains came from."

"Interesting." Joseph said in thought.

"Dad." Mr. Stern turned around to see the school psychologist, his son, and Jeremie standing in the doorway. "I hope you've taken your meds, because this is going to be one unpleasant conversation." He growled.

"I can see that." Mr. Stern replied. "And I hope you've said goodbye to your group of friends because we'll be out of here within the hour."

"I'm not going anywhere." Ulrich spat back.

"Wow." Michael said quietly as Jeremie joined his side. "There's a lot of tension between those two." He said. "They talk like they hate each other."

"They've been that way ever since I've known Ulrich." Jeremie nodded. "And according to Ulrich, long before that too."

"Well. Now that you're all re-acquainted, why don't the four of you step into my office so you can have your chat." Principle Delmas said opening his door. "And Ulrich..." He said catching the boy by surprise. "do try to be civil about it." Ulrich scoffed and turned away.

As the four of them shuffled into the office they found two chairs set up on one side of the room and two more on the other side. Ulrich and Jeremie took their seats closest to Delmas's desk and their fathers took the other two. "I'll leave you to it then." Delmas said stepping outside of the room. "You've got an hour." He finished closing the door.

Mr. Stern wasted no time getting to the point. "Seems like not that long ago, the two of us were in a much similar situation, son. Now one of your troublemaker friends is with you as well." He said.

"Shows what you know. Jeremie happens to be a rule follower to the core." Ulrich shot back. "I'm the defiant one."

Before Mr. Belpois could say anything, Mr. Stern growled. "Why do you do this to me?" Mr. Stern said angrily. "I've given you everything you could ever need to succeed and you've spat in my face every time. You insist on going here, you refuse to dress for success, and you completely ignore potential friends that could help further your future career."

"Yeah, I do. Because you're so obsessed with getting me a high paying job to keep the family fortune going, that you forgot to be a parent. When was the last time you told me you were proud of me? Or even an I love you?" Ulrich retorted. "It's like you're trying to push your rich lifestyle on me twenty-four-seven."

"You're rich?!" Jeremie exclaimed turning to Ulrich.

"Filthy Stinkin'." Ulrich replied scornfully. He leaned back into his chair and crossed his arms.

"If I could get a word in-" Michael tried.

"My goal is to make you a functioning member of the top class. But your refuse me at every point. Any father who loves his son would be doing what I am!"

"You don't love me!" Ulrich accused pointing an accusatory finger at his father. "You love what I can do for you! You just want to preserve your image as this immaculate person who can do no wrong and worked so hard to get where you are!"

"And I didn't work hard?!" His father shot back.

"Oh, you did. At the expense of being my father! Mom practically raised me on her own because you were so caught up in your business to take responsibility!" Ulrich spat venomously.

"I'm setting you up for success!"

"No, you were afraid that I would expose you for the selfish, shallow person you are, not the saint the business world of Bordeaux sees you as. So you're trying to turn me into you!" Ulrich sneered. "I don't want to be you! I want to stay here. With Yumi. And Jeremie. And all my other friends that you never gave a fair shake to." He ranted.

"You can make new friends." Joseph said. "You only have one father."

"What do you know? You don't make friends, you make connections!" Ulrich said standing up out of his chair. "Were you born this way?! Have you ever even had a friend?!"

"Look at the friends you've made. Not something to write home about, are they?" Mr. Stern said seriously.

"Hey!" Michael said finally getting into the conversation. "That's my only son you're talking about." He said in anger. In the background Jeremie got up and gently pulled Ulrich back down to his seat. "Anyone would be lucky to have him as a friend. And whether you like it or not Jeremie's taken quite a liking to Ulrich."

"What do you know, drop-out?" Joseph growled. Michael's eyes shot open in surprise at the insult. "Neither of this boy's parents even graduated high school. Why should their son be hanging around mine?"

"Because we're friends!" Ulrich and Jeremie said in unison.

"And because high school is hardly a judge on parenting." Mr. Belpois added. "Jeremie's a good kid with a good head on his shoulders."

"Sure, he is." Joseph replied sarcastically. "That's why he's here with my troublemaker of a son. If he's so smart and has such a good head, why are you here to scold him?" Mr. Belpois raised a finger in the air ready to retort.

"His parents may not have graduated," Ulrich interrupted. "but Jeremie's smarter than most of the teachers here. Even smarter than you."

"I doubt that, but even if it were true, can the same be said of your other friends? Odd's your typical flunky. He won't last much longer in an academic setting. I can't even find any files on your friend Aelita before she got here. Apparently, no one's ever had much good to say about her. And Yumi's never shown to be anything special. Just an ordinary girl." Mr. Stern complained.

"Jeremie, do me a solid and hold me back." Ulrich said dangerously not taking his eyes off his father.

"I'm not sure I want too." Jeremie seethed crossing his arms, seemingly just as angry as Ulrich. "'never had anything good to say', what do you know?" He grunted.

"Welcome to my world." Ulrich replied angrily. "Jackass."

"Excuse me?!" Mr. Stern's eyes shot open.

"I feel like things are getting a little too heated in here." Mr. Belpois said carefully. "Joseph, I believe you owe these boys an apology for your remarks about their friends. Then, maybe it'd be best if we took a five-minute break." He suggested.

"I don't think I've ever met a son who defies his father's wishes as much as you do, Ulrich." Mr. Stern said, ignoring Belpois. "I brought you into this world, the least you could do is show a little respect." He leaned forward. "Or I'll take you and leave right this second."

Ulrich sighed in defeat. He grabbed the folder off the ground. "Those schools aren't as great as you think they are." He tossed the folder across the room. It landed on the floor and the papers inside fluttered out.

Ulrich's father leaned down and grabbed a few of them and brought them up to his face. He scanned them carefully before placing them on his lap. "Where did you get your hands on these?"

"Not proud of it. But if it means staying here with my friends, I'll make a deal with anyone. Even Laura Gauthier." Ulrich spat.

"Laura Gauthier... you don't say." Joseph said rubbing his chin. "That's interesting."

"Oh... I don't like that look." Ulrich said. "What's going on in that crappy head of yours?" He accused. "Don't tell me you know her."

"I don't. I know her father." Joseph said. "And her father is hell-bent on a suitor. But he wants one from a rich family..."

"Don't even think about it!" Ulrich shouted. "I'm happy with Yumi!"

"No, no. I think this could work. Think of the opportunities. Two powerful, wealthy families combined into one." Joseph beamed. "Her father won't be able to turn it down."

"Wait." Jeremie said. "I thought she was broke. I was told her parents had just enough money to send her here." He said.

"You need better sources." Mr. Stern said flatly. "You know, if we go through with this and play our cards right, we might have a real shot at dominating the top one percent." He smiled.

"Is that really all you care about?" Jeremie cut in. "What about Ulrich's happiness?"

"None of this matters anyway, with my report cards, there's no way a rich family would be interested in me as an escort." Ulrich reminded him. He leaned back into the chair. "Guess I'll just have to stick with Yumi." His lips curled up into a smile.

"Money can make those bad grades go away in an instant." Joseph said standing up. He grabbed his phone out of his pocket and opened it up. "I was only taking you to a different school to punish you, but with this kind of opportunity showing itself here at Kadic, you can stay."

XXXXX

William and Patrick had circled and regrouped with the rest of the group, minus Ulrich and Jeremie, as they made their way around the main campus. Odd looked around suddenly. "Do you hear that?" He said turning around. There was a large rumbling sound coming from ahead of them. "Thunder?"

"Sky's clear." Sam reminded him. "But I hear it too."

Suddenly a blue Peugeot came flying through the school grounds. "Look Out!" Emillie rushed past the rest of the group and tackled Odd and Sam out of the way just as the speeding car flew by them before continuing to crash into the school building's wall behind them. In a loud bang the structure above the vehicle came crashing down on top of it.

As Aelita gasped in horror, Odd and Sam rushed forward to the car. "Someone must be pretty hammered in there. How'd they even get into campus?" He asked no one. He came to a stop at the driver's side and the two of them began looking for a victim.

"No driver." Sam reported opening the car door. "Or passengers."

"X.A.N.A." Aelita realized. "He must be taking advantage of the fact that Ulrich and Jeremie are locked up in the principal's office." She guessed.

"How much you wanna bet there'll be more cars on the way?" William asked looking around for anything useful. "We'll never be able to outrun them on foot." He noticed the schools bike rack to his left and a light bulb went off in his head. He grabbed a large rock off the ground and smashed it against one of the bike locks, snapping it in half as it fell to the ground. "You guys comin'?" He asked mounting the now free bike.

Yumi turned around at the sound of more rumbling. "That's sounds like more than one." She said. She mirrored William's past movements and crushed one of the locks to a bike. As she got on everyone else quickly caught on as well. "If we can make it to the woods, they won't be able to follow us." She said.

"I'll get Ulrich and Jeremie. The six of you should be able to hold off X.A.N.A. until we get back." William offered grabbing his phone. "Meet you back at the factory. Their probably sick of their parents by now anyway." Aelita nodded, and she, Yumi, and Patrick took off towards the woods.

"Hurry up, Odd!" Sam yelled pulling up next to him.

"I'm trying! My svelte arms aren't meant for breaking things!" He panicked desperately banging a rock against the chain. "My forte is laser arrows!"

Just as Odd finally freed a bike for himself the group were cut off. "What the hell happened out here?!" The three turned to see Mr. Klotz standing in enraged horror at the scene of an empty vehicle halfway through the school walls and three students stealing bikes.

"Gotta go!" Odd said waving. "The school won't save itself." He and Sam pedaled off after their friends before Klotz could say another word. As they pedaled off, an infuriated staff member turned to William and grabbed the boy on the shoulder.

"What in the world is going on here!" Klotz asked, face red with anger. "If you don't give me the best reason in the world for the state of this, I swear to god William."

William heard the sound of engines coming closer and growled to himself. He jumped off the bike and kicked it over in anger. "Forget it!" He said grabbing the psychologist's arm. "We gotta get inside!" As two more sports cars came into view, he dragged the adult into the school and slammed the double doors behind them.

"Dunbar! What is going on!"

William glared at the man for a moment, but before he could get a word out, one of the sports cars busted right through the wall of the school once again. The resulting force pushed William and Mr. Klotz into the wall behind them. "Damn it." William groaned as he slid back down to the floor.

Mr. Klotz eyed the totaled car in front of them cover by many bricks and other forms of debris. "I have no clue what's going on, but at least the car can't go anywhere now." He said. "Now what did Odd mean by-"

"It's not over yet." William said getting to his feet. In front of him the green and black car began to glow bright yellow. Slowly the popped tires reverted back to their original capacity. The dents against the door began to unfold back into the original mold and the shattered glass began reforming its lost pieces.

"Now what?"

"It's repairing itself!" William snapped. "Because of course it can! You gotta get as many people to the lower levels of the school as you can! There's no telling how many of these things are running around the campus. The safest place is somewhere where falling debris can't get to you."

"Well there is the old science lab that's right under the current one. It's probably the safest-"

"Then go!" William yelled.

"What about you?"

"I gotta find Jeremie and Ulrich." He said rushing off. He opened his phone up and dialed Jeremie's number before hitting the green button and the speakerphone button simultaneously. "Come on..." He prayed.

~Delmas's Office~

"You can't do this to Yumi! It'll break her heart to know she couldn't be with Ulrich." Jeremie pointed out. "...Or she could throw one hell of a tantrum." He muttered.

"Not my problem." He said emotionless, pocketing his phone. "The text has already been sent. As of now, I would say you have around twenty-four hours to tell your girlfriend it's over before she finds out the bad way." Joseph advised.

"Joseph, are you sure this is the path you want to take?" Mr. Belpois asked carefully. "Your son is obviously very smitten with this girl. Maybe arranged marriage isn't the way to go."

"He'll learn to love her. Just as I did when I was contracted." Mr. Stern said. "His mother and I had many happy years together before..." He trailed off. A single tear fell from his eye, before he squeezed them shut in retaliation. He opened them up, eyes dry once again. "Where was I?"

"You think you shed a single tear and then suddenly I'll overlook everything?" Ulrich raged. "I've already cried until my eyes couldn't produce anymore tears, but you can't care enough to show the same amount of attachment?!"

"Don't you dare-"

Mr. Stern was cut off by Jeremie's cell phone going off in his pocket. Jeremie quickly retrieved it and looked at the caller I.D. It read William. "Son?" His father asked as the phone continued to ring. "Is it urgent?"

"Yes." Jeremie said making his way to the door. "Please excuse me. I'll be right back. Ulrich try not to kill him while I'm gone." He opened the door and stepped outside the office, closing the door behind him. He brought the phone up to his ear. "William?" He asked.

'Finally.' William's voice responded. 'Where are you?'

"In the principal's office." He deadpanned. "You know, where you knew I'd be?" He asked.

'That's before the school turned into Los Santos!' William quipped. 'X.A.N.A.'s on the move. Vehicles crashing through school walls. The others have hopefully made it to the forest by now, but it's only a matter of time before we're surrounded!'

"Surrounded?" Jeremie questioned. "By cars?" He asked. Behind him a small little cloud of staticky smoke snuck its way under the door to the principal's office. "Where are you right now?"

'Outside the science lab. I can be there in a couple minutes. I'm running as fast as I can!'

"Okay. There's a backdoor in the gym that should spit us out right at the mouth of the timber." Jeremie replied. "I'll see if I can get Ulrich away from his dad long enough to-" He was interrupted by a loud crashing noise coming from the room behind him. "Ulrich..." He growled.

'Everything okay?'

"I think Ulrich just made a big mistake." Jeremie replied. "Meet us here and we can head off to the gym afterwards. The others can hold off X.A.N.A. until then." He hung up before William got a chance to reply. Jeremie burst through the door to the office and was met with Ulrich on the opposite side of Delmas's desk...which had been split in half. Clean through the center. "Ul-"

"Look out!" Ulrich yelled as his father swung his fist at his son. Ulrich easily blocked it but Mr. Stern reached out his hand and shot electricity through his palm and into his son's person. Jeremie rushed forward as Ulrich was engulfed in painful static but was held back by a super-human grip.

The lightning slowly died down. "Dad?" He said after turning around. His father's X.A.N.A. filled eyes gazed back at him menacingly. As he began tightening his grip around Jeremie's shoulder, causing the younger boy to let out a yelp of pain. "It hurts..." He growled.

Ulrich grabbed his father by the arm and spun around, tossing him across the room and into Michael, knocking them back into the wall. Ulrich maneuvered past the desk's debris, and made his way to the door. "Come on, Einstein." He said grabbing Jeremie's arm. He pulled him along with him out of the room. "As much as I'd love to stay here and kick my old man's butt, we gotta go."

The two made it about five feet before two stray beams of electricity blasted through the wall separating the office and the waiting room. Nicole let out a scream of terror and ducked under her desk as a large chunk of the wall crumbled to pieces and the two X.A.N.A.-fied fathers stepped through.

"Faster!" Ulrich said pushing Jeremie out the door. He slammed the door behind him (an action he soon realized was pointless). They both found William panting in front of them.

"I got here as fast as I could." William let out between breaths. "The others took some bikes into the forest..." He let out a big breath. "they should be at the factory by now."

"Great." Ulrich responded. "Just one problem."

"What?" Suddenly the wall behind Jeremie and Ulrich crumbled into pieces as two figures burst through the rubble. Michael charged side first right into his son knocking him down the hallway. Simultaneously, Ulrich's dad uppercut him from behind sending him to the ground right next to Jeremie. "Oh. That." The two possessed fathers then fired off two shots of lightning at William causing him to fall right between the other two boys.

"We have to get out of here." Jeremie groaned. He let out a cry of surprise as his father grabbed him by the ankle and dragged him off the floor. Meanwhile Ulrich's dad had done similarly and was holding his son up in the air by his hair.

On the floor, William stirred before getting up. He slowly opened his eyes to the scene taking place in front of him. "Guys!"

"Get Jeremie!" Ulrich growled. William nodded and charged forward crashing his side into Jeremie's dad. Michael flinched slightly and dropped Jeremie onto the floor. The X.A.N.A.-fied father turned his attention to William and outstretched his hands. William looked around and grabbed a piece of debris from the ground.

"No!" Jeremie called as he tackled William to the ground just as a shot of lightning went past where he stood. The two rolled over and got back to his feet.

"What the hell, man? I could've blocked that!" He said raising the short pole back up.

Jeremie quickly knocked it out of his hands. "Are you kidding me?! You'll kill yourself!" He shouted. As more electricity shot past them William quickly pushed Jeremie out of the way.

"Get back to the factory, Jeremie!" William yelled. "The others need you more than we do!" Jeremie stumbled towards the gym trying to regain his balance. He took one more look back at the losing battle his friends were fighting before rushing away.

"Go with him!" Ulrich growled. He quickly kicked his father in the chin, causing the elder to loosen his grip. From the floor Ulrich pushed himself up. "I'll handle these two by myself." He panted.

"Yeah." William said grabbing his arm. "And I'm going to get myself killed?" He scoffed. "Doesn't matter how strong you are, you can't take both of them."

Ulrich rushed forward and uppercut his father sending him sliding back. "Not... your... problem..." He said between breaths glaring at the older boy.

"It is now."

~Lyoko : Forest Sector~

Deep in the forest of Lyoko Aelita knelt down and gently touched her hand to the ground. She closed her eyes and took a deep breath.

"Well, Aelita?" Odd asked impatiently. Both of their forms hadn't changed much if at all since the last time they were on Lyoko. Aelita still dressed in a pink bodysuit and Odd was still donning a purple catsuit. The only difference between either costume was that Aelita's wings seemed to be permanent. "Where is it?"

"I can't hear anything if you don't be quiet." She said, irritated. She paused for another moment before standing back up. "There's definitely a tower activated somewhere here in the forest, but I'm getting major vibrations from the ice sector, too. There's one there, too."

"Two towers at once?" Patrick asked. "Can X.A.N.A. do that?"

"With a functioning capacity over one hundred percent?" Aelita shot back. "Who knows what he really can do?"

"So, if there are two towers, how do we know which one to deactivate first?" Emillie asked. "What if ones doing more damage than the other?"

"No telling." Aelita answered standing back up. "We're already here in the forest so we deactivate the forest's tower first. That way." She said outstretching her arm behind her. "One tower and five monsters that-a-way." She clarified.

"Can you tell which monsters?" Sam asked. "It'd be nice to know what we're up against before we get there." She asked as the group began running in the direction Aelita pointed out.

"Normally, the bigger the monster, the bigger the quakes. Two small ones. Probably Tarantulas, two big ones, most like those armored spider-drone things, and one... Schiphizoa?... No, that's not it... I don't know what it is. It's not a monster I've sensed before."

"Well great," Yumi groaned moving up next to Aelita. "Not only do we have these new drones to worry about, but X.A.N.A.'s added yet another clown to the circus." She said. "I hope Ulrich's having a better time then we're about to."

"Hey, his dad may be unpleasant, but he's no X.A.N.A." Odd chimed. "Ulrich got off easy. The jack wagon should be here pulling his weight!"

The group of six slowly approached the activated tower to find... no monsters. "I know you lived here for like... a decade or whatever, but are you sure you sensed monsters." Emillie asked. "Because all I see is a tower."

"Never doubt the master, grasshopper, for you are still in the learning process, and we are experts." Odd chastised in his best Shaolin impression. Emillie quickly shot him a glare.

Aelita closed her eyes once more. "There here, all right. Two in front of us and two-" She was interrupted as Emillie let out a shriek of pain falling forward onto the ground in front of the group. A split second later Odd also let out a grunt and followed her down to the virtual floor. Aelita and Sam turned around to see to Tarantulas wobbling towards them. "-behind us." She said in a defeated voice.

"I found the others!" Yumi yelled pointing toward the tower. Slowly two Drones crept out from behind the activated tower, one on both sides. She looked behind her. "Sam switch places with me!" The two girls did simultaneous backflips into each other's places.

"I think I see where you're going with this!" Sam nodded. "Safeguard!" She yelled putting her hands out in front of her. From her armored body, a blue shield of light moved forward. As the two drones began firing odd lasers, Sam's shield kept expanding until it safely covered both Odd and Emillie's bodies.

"Nice name." Odd said slowly getting up.

"Thanks." She smiled. "Just made it up now. You good Emillie?" She turned to see Patrick helping Emillie back to her feet as well.

"Oh, yeah." She confirmed rubbing her arm. "You can let the shield down whenever you're ready."

"Good work rookie." Yumi complimented. She couldn't give her a proper compliment, complete with eye contact and smiles because she was currently fending off the lasers from two Tarantulas on her own with just her hand fans, but it was a compliment nonetheless. "Sorry to leave you with the big ones," She grunted deflecting another laser away from the group, "but I can't deflect lasers that big."

"We're surrounded." Patrick cut in. "You three are the experts. How do you want to handle this?"

"Those Drones are a much bigger threat!" Yumi said knocking another laser away. "They're much more powerful than the Tarantulas."

"Yeah!" Odd said. He cocked his arm and started firing his laser arrows off at the Drones. "And we can't get to the insignias from here. My arrows are hardly scratching them!"

"So, leave the Tarantulas to me!" Yumi ordered. "I can take them easy. You rookies go with Odd and take on those drones up close. Aelita can make her way to the tower during all the chaos. Cool with everyone?"

"Yeah, except the math here isn't adding up." Emillie said materializing her lasso into her hand. "Aelita said five enemies. We're missing one."

"I can't keep this shield up forever!" Sam called back to them. "I'm losing stamina fast!"

"We'll worry about it later!" Aelita said. "Sam let down the shield. Everyone, you heard Yumi, let's do this." Her wings flapped once behind and she shot into the sky. As she flew in between lasers, Odd took his opening.

"Sam, you got enough stamina for a smaller shield?" He asked excitedly. "I have a plan." Sam stood still and used her mind to generate a much smaller shield that descended in front of Odd. He Smiled at her before he began running up to them on all fours, using the shield as cover he didn't even have to change course once. As soon as he reached his target, he jumped up onto the top of the monster. "Prepare to die, sucker!" He stood up tall and pointed both arms down at the Drones armor. He began shooting at the armor chipping it away piece by piece. He soon uncovered a dormant man inside the glass tube. "Hello, there."

"Odd look out!" Sam called. Odd reacted to late, a bright blue laser, wider than anything the Tarantulas could create, knocked Odd clear off the creature and onto the grass below. He let out a grunt as he tumbled back further.

"Oh, that hurts." Odd groaned holding his head. He looked up to see both Drones focusing on him. "You guys are supposed to be helping!" He called to the other duo.

"I'm trying!" Emillie growled. She had her lasso wrapped tightly around one of the Drone's spindly legs, but it was easily pulling her along. "This thing's more stubborn than you are!" Suddenly she saw another hand grab onto her lasso. She turned to her side quickly. "Yumi? But the-"

"Dead and gone." Yumi cut her off. "On three we pull together." She said. "Once it's down we can attack it from there. And then we help Odd and Sam." Emillie nodded back at her and she smirked. "One...two...three!" They both pulled with everything they had and slowly the Drone began to wobble. Yumi backed away from Emillie and her lasso. "Should be offset enough now." She touched both hands to her temple and her eyes were engulfed in a pink glow.

"What are you-?"

"Telekinesis. My power here." She outstretched her arm slowly and then slammed it down through the air. Simultaneously the creature fell to the ground on its side. "Now attack it! Hit it hard!" She called.

"Hard? All I have is a lasso." Emillie complained. "I can't do full frontal assaults with this! Maybe I should let Patrick handle this." As soon as she closed her mouth Patrick flew through the air beside her and slammed his back against the activated tower before slumping to the ground. He just laid there as he started to fade away starting with his hand. In just a moment his avatar was no more. "Or not." She amended.

"Do these look like weapons to you?" Yumi asked pulling out her hand fans. "Nope. But I've killed countless monsters with them." She said. "You're smart. Improvise." She flipped over top the Drone and began slicing away at the wounded creature's armor.

Emillie took a moment to check her surroundings and noticed a rather thick, sharp branch hanging down from one of the virtual trees. She smirked to herself and whipped her lasso at the branch in question. She pulled her arms back cleanly tearing the branch of its resting place. "Yumi! Face it this way!"

"On it!" She slowly back away and held both hands out in front of her. "Odd! Sam! Cover me!" Sam nodded and put another barrier between her and the other Drone. The Drone Yumi was fighting slowly ascended into the air as a pink aura surrounded it. With a wave a Yumi's hand the Drone began to turn towards Emillie. "Whatever you're planning, do it quick! This thing's heavier than anything I've ever lifted before!"

Emillie tapped her chin in thought. "If I throw this branch at a speed of over fifty miles per hours at an angle of thirty degrees and the altitude of-"

"Cut the math and do it!" Yumi ordered. "Now!"

"Got it!" Emillie replied. She did a couple twirls on one heel before stomping her foot down and dematerializing her lasso at just the right time she'd calculated. The sharpened tree branch flew directly into the logo on the glass and easily penetrated the glass. There was a second of pause before the Drone, and the person inside, imploded on itself midair, fading away as it hit the floor.

"Never seen an enemy implode before." Yumi commented. "That's pretty dope." Meanwhile Odd and retaken his spot atop the other Drone and, with multiple laser arrows, delivered the final blow for the creature. He hopped of just as the second Drone collapsed in on itself, too.

"Yeah, the dopest." Sam deadpanned. "But how in the world did Emillie get a piece of wood to break through that thick glass so easily?"

"I thought I was screwed, too. But then I realized, it's not real wood." Emillie said. "Everything in Lyoko is made of the same stuff, it's all just data. Which means everything has the same mass. Even us."

Inside the tower Aelita gracefully landed onto the highest platform.

~Factory: Computer room~

The elevator doors opened slowly, and Jeremie bolted through, tripping slightly before stumbling to his chair. He jumped back into his chair and donned his headset.

"Hey cuz." Patrick's voice sounded.

Jeremie jumped in fright before regaining his composure. "Pat. What's going on? Have I missed it all?"

"Don't know." Patrick replied honestly. "I might not be as good at this Lyoko thing as I thought. But no one else has come back up, so that's good right?"

"Really good...or really bad." Jeremie replied. "Aelita? Can you hear me? Odd? Yumi?"

'We're here Einstein. Aelita's already inside the first tower.' Yumi's voice responded through the headphones. 'But Aelita says there's one in the Ice Sector, too.'

"I was afraid of that. I couldn't think of any link between our X.A.N.A.-fied parents and the possessed cars. Ulrich and William are fighting off my dad and Ulrich's as we speak."

"Ha!" Patrick let out. "Uncle Mike's not a fighter! They'll have him down and out in seconds."

"Under X.A.N.A.'s control, anyone can be a threat. Even my dad." Jeremie explained. He turned back to the screen. "Hey what's this? Odd, monster on your six!"

'There's nothing there.' Odd's voice called back.

"It's right here on the screen. It's right on top of you!" Jeremie snapped. "Yumi! Help him!"

'Sorry, Einstein. Odd's right. We're the only ones here.' Yumi replied.

"But..." He scanned the screen again. "Where'd it go? Is the stress finally getting to me?"

~Kadic Academy~

William and Ulrich were sprinting down the hallways followed closely by their electrified elders. William grabbed the top of one of the lockers and threw it to the floor in front of the two fathers. Ulrich's dad stepped right on top of it, flattening it with no effort at all. "So much for that. Hey, why aren't they shooting at us anymore?"

Suddenly a green minivan burst through the school walls in front of them. Ulrich grabbed William's arm and dragged him down another corridor. Another car smashed its way to the two boys, turning the wall into nothing but rubble. William turned around to see both fathers walking towards them. "Oh...they were trapping us." He realized. "Smart."

"Do you wanna give X.A.N.A. a medal or do you want to run?" Ulrich hissed. He climbed over the car in front of them and dropped back to the school floor. "Come on!" William vaulted over the car's hood, and followed Ulrich closely behind.

"We can't just keep running." William said. "We have to fight back!" He said. "Who knows how long until the others can deactivate the tower."

"We tried fighting already. We're outmatched!" Ulrich shot back. "Maybe we could take one of them, but both of them while cars could tear down our surroundings at any moment? We don't stand a chance."

"We just need a plan!" William tried. Suddenly the car they had just jumped exploded into a thousand pieces, large and small, all scattering across the floor. The two fathers walked through the resulting fire and raised their hands up against the two boys. Suddenly, a pipe from one of the damaged structures fell down in front of them. "Wait a minute. Jeremie said I'd kill myself fighting with these... What are these structures made of?" He said picking it up.

"I don't know. Probably heavy steel and large amounts of alu...mi...num..." His eyes widened in realization as he trailed off. He turned his head towards the pipe in William's hands. "It's a lightning rod!"

"I say we give them a taste of their own medicine." William smirked. "But we'll need to be in perfect sync. Think you can handle it?"

"I can handle ten times whatever you can." Ulrich said cockily. He looked to the crumbling column next to him and gave it his best kick. He stepped back just in time to miss the falling pile of rubble. From it he grabbed his own pipe and turned to meet William's eyes. "Ready."

"Meet back here?" William asked. Ulrich gave him a quick nod.

Ulrich spun the pipe around in his hand. He thoughtlessly charged toward his father holding the bar to his side. Joseph started shooting more lightning at the young boy but he easily rolled past it all. He quickly swung at his father separating the two fathers while William took on Jeremie's dad.

Ulrich raised the pipe above his head and brought it back down as hard as he could. His possessed father easily caught it with a single hand. Ulrich tried pulling the weapon back to his possession but his father's vice grip wouldn't let up. His father pushed back as the two fought for control, all four of their hands refusing to let go.

Ulrich was eventually pushed back to his starting point and he bumped into William who was right behind him dodging Mr. Belpois's strikes. Simultaneously Joseph and Michael raised their free hands toward the two boys. Ulrich shot William a glance out of the corner of his eye to find William looking back at him.

"Now!" William called. As the two fathers' bodies began coursing with electricity, Ulrich let go of the pipe and ducked down, before rolling through his father's legs. William smirked and echoed him just as two separate shots of lightning singed the tip of his hair. Before the adults could react, there were both stuck with each other's blasts, amplified by the metal pipes in their grasps. Ulrich and William both looked back just in time to see the shocks die down and the two elders fall over limply.

Ulrich slowly approached his unmoving father, ready to fight back at any moment. William cautiously moved forward as well. "Good work. That deserves a fist bump." William smirked. He offered up his balled hand to the younger boy.

"Agreed." Ulrich said bumping his fist with William's. "But you know I still don't like you, right?"

William quickly took his fist back and scowled at the younger boy. "No wonder Yumi chose you, you're such a charmer." He said sarcastically. He stalked away from Ulrich and up to Jeremie's unconscious father.

"Easy, man." Ulrich said as he followed close behind. "I'm just joking around with you. We just fought side by side for our lives. We can't get much closer than that."

William sighed. "I know, it's just... hey, shouldn't they be up again by now?" He knelt down next to Michael and snapped his fingers.

"Yeah, I guess. X.A.N.A.'s puppets do usually have more stamina in them." He said. He grabbed his father's eyelids and tore them apart. "Hey... my dad's not X.A.N.A.-fied anymore." He said examining his face. "The sign's left his eye!"

"Same here." William reported as he gently closed Michael's eye. "Aelita must've deactivated the tower. But they're not getting up."

"Well mine's breathing." Ulrich said. "We'll just have to wait for the return trip to-" He was cut off by the school around them shaking. "What was that?"

"Looks like those vehicles haven't slowed down." William said. "We have to get out of here. I told the school counselor to take as many people as he could find to the lower levels. We have to meet up with them. It's the safest place right now. At least until a rescue team comes."

"But if Aelita deactivated the tower, how could the vehicles still be possessed?" Ulrich asked. "It doesn't make sense."

"We can't stay here and theorize." William interjected. He grabbed Mr. Belpois's arm and wrapped it around his shoulder. "Grab your dad and let's go. We'll use the faculty elevator." William slowly made his way down the hall dragging Mr. Belpois with him.

Ulrich looked back at his father lying unconscious on the floor. He had to keep moving. The campus was still crawling with X.A.N.A.-fied automobiles. His father would only slow him down. He turned back to see William who was far ahead by now then back to his father.

~Lyoko : Forest Sector~

Aelita stumbled out of the tower and into the welcomed company of Odd, Yumi, Sam, and Emillie. 'Good job, Aelita.' Jeremie's voice called. 'But there's still a signal coming from the Ice Sector.'

"As good as it is to hear your voice, Jeremie, I have to point out that the Ice Sector is too far away. We might not make it in time. Who knows what havoc X.A.N.A. is wreaking right now?" Aelita said.

'Not to worry. I've got it covered. I studied Franz's SCIPIO program very closely and made my very own spin off: Code: MARCUS. It's the same principal, but this transport should transfer you straight to the Ice Sector's activated tower.'

"Where do you even find time to do all of this?" Sam asked.

'All I really had to do was copy the SCIPIO coding and make some modifications to it. Simple.' His voice answered. 'One Code: MARCUS coming right up.' A bright blue ball blinked into existence in front of the remaining warriors and with a sideways floating motion, absorbed all five of them. Everything went black for the five teens, until in a flash of light they found themselves in front of the second activated tower.

"Nice work, Einstein." Odd complimented. "This one's even unguarded."

"No, it's not." Aelita said instantly. She looked all around at the deserted wasteland surrounding her. "It's here. That fifth monster. The one I'd never felt before."

Everybody did a three-hundred-sixty-degree check of their surroundings. "There's nothing here." Sam surmised.

'Aelita's definitely right. I've got seven energy signals on the radar. The five of you, the tower, and something else.' Jeremie said into the mic. 'But you can't just stand there, you have to make your way to the tower.'

"On it! Stay in formation. I don't want it sneaking up on us." Aelita ordered. The five took their places. Aelita in the center and the four guardians each taking a place around her forming a ring around her. "We move together. As long as we keep an eye in every direction, we'll be ready. On three."

As soon as Aelita said three the group began making their way to the tower, albeit a lot slower than usual. Aelita was carefully checking her surroundings as she strolled forward. In front of her Odd walked, arm aimed ahead, ready for anything that might come into his field of view. To her left was Yumi and her right was Emillie both focused on the east and west, and Sam walked backwards slowly watching their sixes.

'This is weird. I finally got a lock on it, again. It's right in front of you.' Jeremie's voice called.

"Not this again! I'm telling you Einstein there's nothing here!" Odd snapped. "If it were in front of us, it would've attacked already. Maybe it's a trick to put us on edge."

"To what end?" Emillie asked. "If it were to unnerve us, there aren't any monsters to finish us off."

'Now it's on top of you. I'm running a scan as we speak, but it'll take a few moments.' Jeremie reported. 'Anything in the skies?'

"Negative, Jeremie." Aelita answered. "Just a barren wasteland. But we're almost there."

"Wait!" Sam shouted. "Something's got my foot!" She yelled. The group turned stopped abruptly and turned around to see Sam wrestling with a grey hand that was wrapped around her ankle. "Kill it!" She ordered, trying to pull her foot away. Suddenly her entire virtual body was engulfed in electricity originating from the foreign hand, and her avatar exploded into a million pixels.

"Ooh." Emillie cringed. "That does not look like a fun way to go. What is that?"

"It's a hand." Odd said. "Somebody didn't pay attention in anatomy." He said in a sing-song voice while bobbing his head back and forth with each word.

"Can you be serious for one minute!?" Emillie snapped.

The grey hand planted its palm onto the icy ground, cracking the ice underneath. Slowly another hand raised up out of the ground and slammed down on the ice as well. Odd rolled forward and pointed his arrow at the emerging monster.

"Everyone get back!" Yumi yelled. "That thing just one-shot Sam! We don't know what we're dealing with here!" As everyone but Odd back away slowly the two grounded hands slowly propelled the rest of the monster to the surface. First came a grey head of hair, and two white wings that just penetrated the surface.

"Doesn't matter what it is, all that matters is that I'm going to kill..." Suddenly he found two blood red eyes looking back at him. He backed away slowly as he got a closer look at the creature. "...her?" As a torso and legs quickly followed out of the ground the group finally got a full view of the lurker. Ghost-white skin and glowing red eyes. A full head of light grey shot hair, and dark grey face paint on her cheeks and point ears. And her suit... was a black and grey duplicate of Aelita's battle suit, the only other difference being the giant X.A.N.A. symbol on the midsection portion of the suit.

"It's like looking your looking at a black and white photo of yourself." Yumi commented looking to Aelita. "She looks exactly like you."

Odd let out a raspberry. "X.A.N.A.?" he scoffed. "More like Xerox." He smiled to himself proudly. He turned his head back to his peers. "Get it?" He prodded. "Cause she's-" Before he could finish, a black ball of energy hit his stomach and sent him flying back into Yumi. He crashed on top of her, his limbs falling limply to the side.

"Somehow, I agree with X.A.N.A. on that one." Emillie quipped.

"You're supposed to be good at this, Odd." Yumi snapped from beneath him. She quickly shoved the boy off of her. She got up and looked down at the ground waiting for him to get back up, too.

"I am." He said still smiling. Before he knew it, his feet started dissolving away. "But when inspiration hits..." His mouth faded before he could finish his sentence.

"Jeremie, what is that thing?" Aelita asked.

'In a word...' Jeremie said examining the readout he got from the scan done on the monster. '...you.'

"That's not me Jeremie." Aelita growled. "I'm me. What is that?"

"No time for interrogation." Yumi said stepping in front of Aelita. "You need to get to the tower and stop whatever's going on in the real world." She said. "Emillie and I will handle this." Aelita nodded and ran off in the opposite direction.

Emillie grunted and spun her rope up in the air. It shot forward roping up the copy with her lasso. "Restrained." She said. She grabbed her lasso with her other hand as well. "Might want to attack it now." With a flex of her wings Emillie's lasso was cut through like a kitchen knife through warm butter. The copy blasted into the sky, then jetted towards Aelita. Emillie tossed her cut up lasso to the side, before materializing a new one. "Those are some sharp wings." She observed.

"It's heading for Aelita!" Yumi called behind her. "Need I remind you, if we let her get de-virtualized, you can forget about saving the world within the next twenty-four hours."

The other Aelita descended down into the real Aelita, using as much weight as possible. Aelita face-planted into the ground. The copy quickly grabbed one of her wings and dragged her along the icy ground before tossing her aside. Before Aelita could get back up she grabbed her skin tight battle suit, crumpling it up in her hand and raised her up into the air. An energy ball formed in her hand, ready to end the fight. Suddenly it felt Emillie's lasso wrap around its ankle. Emillie pulled back tearing the creature away from Aelita.

"Hey Gloomy!" Yumi called. The dark replica turned to see two super sharp fans flying towards her. With a flick of her wrist she discarded Aelita as if she were a used tissue, and raised up the hand that had the energy ball formed in it and used it to knock both fans to the ground. She continued to fire her pre-formed energy ball at the rope pulling at her ankle, severing it just inches from her ankle. She looked back up at Yumi and Emillie, no positive emotion on her face.

"All will fall to X.A.N.A." The monochrome creature droned in monotone. It raised bot arms into the air and clapped them together. Slowly, a mass of black energy began gathering around its hands.

"It can talk?" Emillie asked taking a few steps back. "Since when can monsters talk?"

"I'm more worried about what it's cooking up." Yumi said. She looked to see Aelita still limp on the ground. "Aelita's still virtualized, so we just need to keep its attention on us until she gets back up." Yumi whispered to Emillie.

"Maybe if I can break her concentration again..." She launched her lasso back at the new monster who just stayed there and let it wrap around its torso. The replica calmly closed its red eyes and lowered its arms. Leaving the giant ball of energy suspended above its head.

"What's it doing now?" Emillie questioned. "It just let me rope it up."

"Don't know." Yumi said. "But we'd better get it further away from Aelita." She placed a hand on her temple and focused solely on the creature. Simultaneously, the two girls both began to pull the creature toward them. A small crack quickly formed under Yumi's shoe. Hearing the ice breaking, she looked down to examine it. The on crack turned into two, the three, in just moment the entire ground beneath them was shaking.

"Yumi?" Emillie questioned.

"Ignore it!" Yumi said. "Just keep pulling!" in front of her feet two icicles popped out of the ground raising up higher and higher with each second. She looked behind her to see more structures growing from the ground there too. Emillie scooched over closer to her.

"I think I know what it's doing now." Emillie said. The growing ice sliced through her lasso once again. She growled in frustration. "What is it with this thing today?!" She tossed the broken weapon to the side. "We have to get out of here!"

"I can't move or my hold over it will be lost." Yumi growled. "We can't let that energy ball hit Aelita."

Four giant icebergs now surrounded the two girls and more ice was quickly filling in the free space in-between each iceberg, all forming into on giant ice wall that closed the girls into a space of a five-foot radius. "I don't think that energy ball was ever meant for Aelita." Yumi looked up to see the amassed attack hovering above their little ceiling-less cage.

"Great." Yumi groaned. "Sorry Aelita." She slumped her shoulders briefly and her hold over the enemy was lifted. She looked up and focused her attention on the attack above them. She activated her telekinesis once more as the attack descended down at them. It inched to a stop just above the prison. "Break us a way out of here." Yumi said. "I can't hold this thing forever."

"With what?" She said whipping the icy walls with her lasso. "There's nothing around here for me to use. No trees, no rocks, and my whip isn't doing much either." She said lashing out at the structure once again.

Aelita's head slowly lifted from the cold ground to find a one-sided fight going on in front of her. She could see her doppelganger hovering ahead a giant ice ring. And she recognized Yumi's telekinesis holding the energy ball above it. 'Which means she and possibly Emillie are sitting ducks.'

'Aelita. You've got ten life points left.' Jeremie's voice sounded off in her ear. 'You need to get to the tower. They're just playing their part, you know that.'

"You're right... as usual." Aelita said. "But that beating was rough. But I can't even feel my wings right now." She said. "I think they're pretty much vestigial at this point." A loud crashing sound sounded off behind her and she turned to see the ice ring retreating back into the ground slowly. Revealing nothing where her friends once stood. "Was that...?"

'Yumi and Emillie. Yeah. You have to get in the tower, now!' Jeremie answered.

~Kadic Academy: Basement~

William, still supporting Mr. Belpois on his shoulder, quickly closed the final distance between him and the door to the old science building. "Here it is." He said. "Ulrich, you coming?!"

"Don't push it!" Ulrich's voice called back. William smiled and kicked down the old, run-down door with relative ease. A bunch of people inside flinched but soon relaxed. William carefully placed Mr. Belpois up against the wall.

"William! Finally!" Mr. Klotz yelled stepping forward. "I was beginning to think you didn't make it." He said. "What happened to him?" He said kneeling down next to Michael. "His clothes are...singed?"

"Don't know. Found him like this." William lied. He looked around the room. Hundreds of people all scrunched into the cold, dimly lit, lab together. It definitely looked like a big enough group to be everyone, but there was only one way to be sure.

Finally, Ulrich appeared at the beaten down door, back to the crowd. He was lugging his dad around rather carelessly. Mr. Stern's upper half was being held up by Ulrich, but the bottom half was being dragged on the floor as Ulrich pulled at his father's armpits. He threw his dad onto the floor next to Jeremie's.

"Ulrich!" Sissi cried. She rushed forward and hugged him tightly. "I was so worried about you, dear! I told them to let me go looking for you but they said it was just too dangerous!"

Nicholas scratched his forehead lightly. "I don't remember her saying that." Laura subtly smacked Nicholas upside the head, causing him to wince.

"How's our head count?" William asked.

"Well, now that you four are here, we've got nearly everyone. There are a few stragglers, though." Mr. Klotz reported. "Where's Jeremie? You said you were going to look for him too. Is he..." Mr. Klotz declined to finish that sentence and just looked to William for an answer.

"He went to get help." Ulrich said stepping in. "We told him to come with us but he was hell-bent on saving the day."

"Well as long as he's okay... with him accounted for that just means we're missing... Stones, Knight, Ishiyama, Della-Robia, Deluc, Nurse Yolanda, and Jim."

"Nurse Yolanda and Jim?" Ulrich and William said in unison.

"They're missing?" Ulrich asked. "No one's heard from them?"

"Last we knew Yolanda was looking over Jim in the infirmary." Principle Delmas said. "We tried calling but for some reason there's no reception."

"Could be jamming communications somehow." Ulrich said scratching his chin. "Though I don't know who's even left to pull that off. And the infirmary is on the other side of campus. We'd never make it back alive."

"Doesn't mean we shouldn't try. Especially if Jim's still sick." William said. "If anyone could make it there and back, it'd be us." He said.

"The infirmary should be out of the way enough. As long as they don't make a scene the vehicles shouldn't go after them. They're not the target."

"Ulrich, why aren't you worried about your friends? Why haven't you said anything about Yumi?" Sissi asked eyeing him suspiciously. "They just said she wasn't here and you haven't even addressed it." She narrowed her eyes at him. "You're hiding something."

"What?! No, I'm not! Of course, I'm worried about Yumi! It's just... I know she can take care of herself!" He defended.

"No. You'd have been out that door the second he finished his sentence." Sissi said. "I know you better than anyone. What are you hiding?"

He knew he had to come up with something fast. "Fine! I'm not worried about Yumi because...she ditched. She's not on campus and she wasn't planning on coming back today. There was that new sci-fi movie that premiered today and she left." He said. Ulrich saw Principle Delmas write down a note on his little notebook and Ulrich took a step back towards William.

"Let's hope we get a return to the past out of this one." William muttered. "Otherwise you're in the doghouse big-time."

"And your other friends?" Sissi asked not relenting. "No one's heard from Odd or Aelita since this whole thing started. And those three newbies in your group... gone too."

"Why do you care so much?!" Ulrich snapped. "You don't even like them!"

"That's not true." Sissi retorted crossing her arms. "I happen to think rather highly of Emillie. And I suppose Patrick's not a complete waste of a cute face. And while I don't particularly like the rest of them, I certainly don't want them dead! You on the other hand don't seem to have any worry in you. So, either, one: you've lost all your compassion and humanity since we last spoke, or, two: you're lying."

"Ulrich Gilbert Stern!"

"Crap." Ulrich groaned pinching the bridge of his nose. He turned around to find his father getting up off the floor. "Couldn't you have played dead for a little bit longer? I have enough problems right now!"

"You had better start explaining what happened!" He snapped. "Why aren't we in the principal's office right now, why is my memory so foggy and why is my favorite suit in ruins?"

"Uh let's see... not my biggest problem right now, probably because there's nothing in your head but business transactions, and, oh! I don't care. How's that for explaining?" Ulrich growled.

"Your middle name is Gilbert?" William asked not even trying to stifle his giggle. "Wow, dude."

Ulrich facepalmed himself. "There goes my second biggest secret," He gave a deep sigh. "Yes, my middle name is Gilbert. Laugh it up. But..." He turned around and stood on his toes to match William's height. He glared straight into William's eyes. "...Do not. Tell. Anyone."

"Not even Yumi?" William asked, genuinely disappointed.

"Especially not Yumi." He growled.

"Easy man." William said still giggling. He took a step back and raised up his hands in self-defense. "I won't tell anyone. I promise."

~Lyoko: Ice Sector~

With her wings out of commission, Aelita was sprinting across the ice as fast as she could. No one else left. If she gets shot, it's all over. As she kept the pace toward the tower, she turned her head around to see her edgy counterpart airborne and gaining on her. "Jeremie, I could really use an overwing right now!"

'No can do. Files on all our vehicles are missing, I'll have to recode them all.' Jeremie's voice responded. 'You're stuck on foot, sorry Aelita.'

She sighed heavily. "It's not your fault." She panted. As she got closer and closer to the activated tower, she began getting more and more worried as well because her copy was much faster that her. And at the rate she was going, she wasn't going to make it. "Do you know if it has any weaknesses?"

'No. I'll need to take a closer look at its data later.'

"I hate new monsters." She cursed. Aelita jumped up into the air, spun around one-hundred and eighty-degrees mid-air, and fired off a pink energy ball at her foe. The darker toned girl dodged effortlessly and Aelita repeated the process twice, firing off two more energy blasts.

The secondary shot hit the monster in the head, slowing down her progress. She quickly recovered, though and sped back up after Aelita. Fearing she wouldn't make it, Aelita put everything she had into her virtual legs and dove for tower that was now just within her reach, the monster still right behind her. Her face collided with the tower and she slowly phased inside, head-first. The monster made one last effort at Aelita's feet, now the only part of her not in the tower, but missed by less than an inch of space. The monster quickly pulled up and hovered in front of the tower, growling. It descended down to the icy ground and sunk down beneath the surface once more.

Inside the tower Aelita floated past the many lower platforms. After doing her trademark mid-air backflip she gracefully landed on the highest level and walked up to the screen suspended in midair at the center of the platform. She carefully rested her hand against the screen and held it there for a moment. "Tower..." The screen in front of her quickly typed up the words 'CODE : LYOKO' across the center of the monitor. "...deactivated." She finished happily. She turned around to see all the screens filled with ones and zeros descending down the tower walls.

'That's it. I'm launching the return trip now.' Jeremie said. 'Return to the past... Now!' Aelita smiled again as everything around her turned to white. On the outside world the same was happening. Starting with the factory, and continuing to cover the school and spreading all the way across the world.

~Principle Delmas's Office~

~2:45 P.M.~

"This had better be the last conversation we ever have in this damned office." Mr. Stern said seriously. Across the room from him sat Ulrich, happier than the last time this scene played out... but not by much. Next to Stern sat Mr. Belpois. And across from him, his son. "Your reputation is to be your number one priority. Not your friends, not your girlfriend, not your games, your reputation. Understood?"

"Understood." Ulrich grumbled. "Though, you're not winning any brownie points having me forsake my friends for something as arbitrary as a reputation."

"Your chances are running out, young man. Know that the only reason I'm not dragging you out of here by the ear is because of the phone call I got earlier. I don't know how you got the Dean of Students to think so highly of you with your mediocre performances, but you did it." Joseph stood back up slowly. "Hopefully, this is a wakeup call for the both of you. I'm sure Mr. Belpois is also expecting nothing but A's from here on out as well." He said turning to his counterpart.

Michael Belpois just shrugged. "Actually," He chuckled. "I could care less about GPA's and reputations. I'm sorry if I gave you the impression that I was mad at my son, Mr. Stern, but I'm not."

"You're not?" Jeremie and Ulrich asked in unison. The looked to each other and back to Michael.

"What are you on about, dropout?" Mr. Stern quipped.

"Like you said. I'm a dropout. Who am I to scold anyone about grades? As long as Jeremie's happy, I'm happy. If he's happy being a D student, so be it. I just came to make sure he was okay." He answered honestly. "Jeremie enjoys getting high marks. Him getting a lower score worried me because I thought he might be in a sort of depression, not because of his behavior."

"Thanks dad." Jeremie said getting up. He walked over and gave his old man a hug. "I'm fine. I promise."

"I'll never understand how one could be okay with low scores." Mr. Stern said shaking his head.

"And just so we're clear. I've met the majority of Ulrich's friends. I think he has great taste." Mr. Belpois added. "Aelita has stayed with my family for multiple holidays, and she's always so sweet. And the times I've seen your son as well as Odd and Yumi, they've been nothing but a delight as well. Maybe go a bit easier on them, and they'll open up."

"Don't suppose you'd be willing to trade? Just for a day?" Ulrich pleaded. Jeremie, still hugging his father, just shook his head.

"I meant what I said Ulrich. If I end up getting called here again, there'll be hell to pay." Mr. Stern said. "And not even the prime minister could save you." With his peace said he exited through the door giving a respectful handshake to Principle Delmas before leaving.

"Well son," Mr. Belpois started getting up out of his chair as well. "I'd better get back home. I don't want to keep you from your school work. And your mother will be thrilled to know nothing's wrong." He smiled. He ruffled his son's hair with one hand and chuckled to himself. "It was good to see you again, Ulrich." He said waving goodbye.

"You too Mr. Belpois." Ulrich said. As soon as he was out the door and gone, Ulrich turned back to Jeremie. "No seriously, how much money would it take? Just for an hour?"

"More money than you've got that's for sure." Jeremie quipped. "Now come on, the others are probably already waiting for us. We need to go over you know what." He and Jeremie both moved towards the door.

"Oh, I forgot to thank you for breaking out the old voice emulator." Ulrich said. "Why we never thought of that the first time, I'll never know."

"Anything to keep you here, Ulrich." Jeremie smiled. "It wouldn't be the same without you."

Ulrich and Jeremie exited the building as quickly as possible and made their way to their groups meeting place. The vending machines. The rest of their group was already there, waiting for the two. Yumi and William were sitting next to each other on the bench. Emillie and Odd were trying their best to get what the ordered out of the machines. Sam sat up against the wall off to the side of them, and Aelita and Patrick were standing in-between them all, keeping a lookout. As soon as they came into focus, Patrick waved his hand in the air, signaling the two boys.

Ulrich took his seat on the opposite side of Yumi, And Jeremie leant his side up against the wall, letting his bag hit the ground.

"All better?" Yumi asked Ulrich.

"For now. I'm more interested in this new monster X.A.N.A.'s created." Ulrich answered. "What do you know, Einstein?" He asked.

"I was up all morning analyzing its specs, and we may have a bit of a problem. I don't know how, but X.A.N.A.'s created a near exact replica of Aelita." Jeremie explained.

"So?" Yumi shrugged. "He's been creating fakes and impersonating us since the very beginning. Why is this so important?"

"This isn't the same thing as a polymorphic specter or an Illusion." Jeremie answered. "This Aelita is a near one hundred percent copy of our Aelita. Wings, energy fields, the works. If Aelita can do it, chances are so can this... Anti-Aelita. X.A.N.A. must've finally realized that his monsters alone can't stop us. So he's using us against us."

"I don't understand." William interrupted. "If she's a genetic duplicate, why isn't she a preppy, innocent, heroine? Shouldn't she act the exact same as Aelita?"

"He must've altered one of the genes in Aelita's makeup in order to make a more subservient copy. Aelita's makeup shows the existence of the WSCD2 gene but X.A.N.A.'s knockoff contains the L3MBTL2 gene, morphing her extraverted mind into a neurotic one. That's why it's only a near perfect copy. Ninety-nine-point nine-nine percent perfect copy."

"I think I'm getting better at nerd speech, I understood, like, half of that sentence. I still don't know what you're saying though." Odd cut in. "So, could you cut out the sciencey bits, and give me a simplified version?!" He snapped.

Jeremie let out an annoyed groan. "That was the simplified version, Odd."

"He's saying that X.A.N.A. must've figured that a perfect copy of Aelita would've had too much good in her. She would've mutinied to our side. So, he altered her DNA, even if it was ever so slightly, drastically changing her personality and destroying any moral compass she could've had." Emillie explained. "I'm sorry if you have trouble keeping up, Odd."

"Hey, everyone knows that I'm the morale of the group. Not the brains." Odd crossed his arms. "You guys expecting any more of me is on you."

"But why didn't the Anti Aelita go into the tower after Aelita?" Ulrich asked. "Couldn't it have stopped her?"

"Those towers were built specifically to respond to, X.A.N.A., my father and I only." Aelita explained. "My guess is that by altering the DNA strand, it caused the towers to view the creature as an outsider, not another me." She said.

"And how could he have even done all this?" Patrick asked not turning his gaze away from the rest of the campus. "It's just a computer. It couldn't have just had the knowledge to create that kind of monster, let alone do it."

"Exactly, Pat." Jeremie said. "Aelita spent more than a decade locked in Lyoko. Most of it unconscious, but X.A.N.A. still had ample opportunity to analyze and dissect Aelita's makeup."

"So not only has this thing been attacking you for years, he's been creeping on Aelita for over a decade?" Patrick asked.

"Well I'd love to stay here and talk more about how screwed we are, but William, Sam, and I have to get to History." She knelt down and gently shook Sam. "Sam we got to go to class." She said calmly.

Sam's eyes slowly opened. "...Tell the teacher I'm skipping." She said mid-yawn.

"The last time you had me do that he nearly hit me with a ruler." Yumi answered. She grabbed Sam's shoulders and pulled her to her feet. "You're coming with this time."

"Fine."

Yumi bent over and gave Ulrich a quick peck on the cheek. "We'll talk later, okay Gilbert?" She whispered. She stood back up and led Sam towards their classroom.

"Sure thing, Yumes." He smiled. Suddenly his eyes shot open. "What did you just call me?!" She just gave him a wave goodbye from across the way. He snapped his head towards William who was starting to walk away as well. Ulrich quickly grabbed his arm. "You said you wouldn't tell anyone!" He hissed.

"I didn't tell anyone. I told Odd. Who he tells is his business. Besides, she thinks it's cute, so it's more like a favor." William smiled. "See you later, pal." He began whistling and left to join Yumi and Sam.

"You." Ulrich said turning to Odd. "Are so dead." He cracked his knuckles.

"Hey. No one told me it was a secret!" Odd defended himself. "Besides I'm an unbiased party in all this. If you're angry then perhaps you'd be interested to know that William's middle name is Valery."

"You're kidding." Ulrich said, face softening. "It can't be."

"Not in the least. See? I have no side in all this." Odd quipped.

"How did you even figure that out?" Ulrich asked.

"Do you really want to know, or do you want to go spread the word?" Odd asked seriously. Ulrich opened his mouth to retort, but quickly shrugged it off and ran off muttering something about Milly and Tamiya.

Odd chuckled to himself. "I still don't see the big deal in all this." Odd said turning to Jeremie. "So X.A.N.A. created another monster. So, this time it looks like Aelita. Nothing changes. All we have to do is kick its face in." He finished with a punch into an open hand.

"Except that a computer program of X.A.N.A.'s nature shouldn't have the capability to make a genetic copy. Only physical look-alikes." Jeremie explained. "Which means either this functioning capacity is a bigger deal than we thought, or..." He sighed. "I wasn't the only one helping X.A.N.A. behind the scenes."

"Crap. Here comes Jim!" Patrick said turning around. "Ix-nay on the oko-lyay alk-tay." He whispered.

"'Scuse you?" Odd asked.

"It means shut up!" Emillie snapped putting her hand over his mouth.

Jim walked a little woozily in front of the group of nine and came to a halt in front of them. He looked down at Aelita who met his gaze and smiled. "Hi, Jim. Feeling better, now?" She asked. He just kept staring at her. She turned away uncomfortably and gave Jeremie a pleading look.

"Hey, Jim, you okay?" Jeremie asked. He stepped in front of Aelita and waved his hand back and forth. "Did you happen to wander out of the infirmary a little too early?" He asked. "I can help you back to Nurse Yolanda-"

Jim finally broke out of his trance. "Can you see Aelita, Belpois?" He asked, with no sign of sarcasm in his voice. Jeremie and Aelita shared a look and then Jeremie look back to Odd and Emillie who just shrugged. "Is she real?"

Jeremie let out an uncomfortable laugh. "Of course, she's real, Jim. She's been a student here for years now." He answered. "Now let's get you back to Nurse Yolanda." He said resting a hand on Jim's back.

Jim shrugged Jeremie's hand off. "What is Aelita?" Jim asked. "What is X.A.N.A.?" Jeremie's mouth hung open as he, Patrick, and Aelita stepped back towards Emillie and Odd. "My head says you know the answers." He said addressing the group. "What is X.A.N.A.?"