whew here it is! the next chapter! again, sorry it took so long, but to make up for it I made this a long one and I'll try to update twice this week. I'd really like to thank the people who've reviewed this and said some very nice things. I was going to dedicate this chapter to one of you but how could pick one! So this one is for all of you!

When Odd got back to his room Ulrich was sitting on his bed with hisbooks spread out in front of him. "How'd it go?" he asked from behind his barricade of homework.

"Not so good." Replied Odd and told Ulrich of his time with Lilly

"I wonder why she doesn't want us around?" pondered Ulrich.

"Not to mention anybody else!" said Odd. He flopped back on his bed and stared at the ceiling. Kiwi hopped up next to him and he scratched the dogs ears.

"Aren't you going to do your homework?" asked Ulrich.

"Nope!" said Odd and sat back up. Ulrich stared at him severely for a moment and then grinned and pushed his math book off the bed. Odd laughed and kicked it across the floor.

"I give up!" laughed Ulrich and he shoved the mountain of paper off his bed. He undressed and crawled between his sheets. The two boys stayed up for a bit talking and laughing.

As two boys climbed into their beds a bedraggled man crawled out from among some boxes and crates in the harbor.

He looked around, his long greasy hair falling about his face, his eyes glittering in the moonlight.

He threw his head back and laughed and laughed. A large moth fluttered near his head for a moment and he snatched it out of the air.

He squeezed and heard a crunch as its fragile body broke. He watched a yellow ooze creep between his fingers from the still twitching body. The man threw back his head and laughed harder.

Odd sat bolt upright in bed. Someone was screaming! He heard Ulrich run and turn on the light. The two boys forgot about being blinded as the stared wide eyed at each other. They heard it again, Screaming.

They ran into the hall and expected to have to run down the hall, but they stopped when they realized that it was coming from the room next door.

"Isn't that Lilly's room?" asked Ulrich. Without further ado they opened the door and ran into Lilly's room.

She was having a nightmare. The sheets were twisted around her and tears were running down her cheeks.

"NO!" she was screaming "NO! NO! NO! HOW COULD YOU? HOW COULD YOU!"

Ulrich closed the door so no one else could hear and Odd ran to Lilly's bed. He knelt beside it and shook her shoulder.

"Lilly, Lilly wake up!" he said. Her eyes flew open and stared blankly at him for a moment and then she was sitting up backed against the wall.

Her eyes were still blank of recognition and then she woke up all the way and saw who it was. The tears were still pouring down her cheeks but she relaxed and put her head in her hands taking deep breaths.

When she looked up her eyes were red but clear.

"Wha- what are you guys doing in here?" she asked still breathing heavily.

"We heard you screaming." said Ulrich.

"Are you ok?" asked Odd

"Ya…" she answered and took a deep breath "Ya it was just a nightmare, just a dream."

They still looked at her worriedly "Stop looking at me like that!" she said sharply "It was just a dream ok? Thanks for making sure I was ok, you're the first people to do that in a long time."

She paused and seemed to think for a moment and then looked them in the faces "but it. Was. Just. A. Dream." She said firmly. She got up and ran her hand through her hair.

"I guess we'll go back then." Said Ulrich

"Ya," said Odd "after all I have a whole day of sleeping in class to be ready for!"

she smiled faintly. "Good night!" called Ulrich and he walked back into the boys' room. Odd stood in Lilly's doorway next to her for a moment.

"Well, Goodnight!" he said brightly.

"Night Odd." She said

"Good luck with the dreams!" said Odd.

"Thanks, You too." She replied then they went back to their own rooms. Lilly collapsed on her bed and was asleep immediately.

Lilly was too busy to trying to find her classes the next day to worry about anything else.

Sissy kept glaring at her and making snide remarks loud enough for the whole hall to hear. "Isn't it sad," she said loudly as Lilly left the cafeteria. "That some people think they're so great when they just appear out of nowhere? Isn't it sad?"

Lilly had shot her a piercing glance and then left with out a comment. In physics class Mrs. Hertz asked her to stand in front of the class as she was introduced.

It went alright until Sissy asked her a question. "Where are you from?" she asked smiling sweetly under the teachers stare.

"Italy." Lilly answered. "I was born there."

Sissy raised her hand again and asked "Why do you speak French so well then and why did you start so late." Lilly's eyes flickered with annoyance for a second and then she answered.

"I speak French well because it was one of the classes I took at my old school." Then she stopped

"You didn't answer all of my question." said Sissy. "Why did you start here so late?" Color crept into Lilly's cheeks but she didn't answer.

Sissy was beginning to smile triumphantly when Mrs. Hertz broke in. "That's enough questions." She said sharply "Lilly you may sit there next to Odd. You know which one he is?"

Lilly nodded "We've met." She said and then sat in the empty chair.

"What was that about?" asked Odd "Nothing." She said and didn't talk to him for the rest of the period.

At lunch Lilly walked into the cafeteria. She grabbed her food and went to sit at the same empty table.

"Hey Lilly over here!" someone called and shesaw Jeremy and Odd waving at her. She couldn't pretend to ignore them this time so the walked over. There was a girl sitting with them today and she smiled at Lilly.

"Hi Lilly want to sit with us?" asked Odd.

"Um, sure." said Lilly. She sat in the empty space between Odd and the girl. The space was small enough that Lilly and Odds knees were touching lightly. Her stomach fluttered in a not-so-unpleasant way.

What's this feeling? she wondered.

"Lilly this is Yumi." Said Ulrich "Hi!" said Yumi. "Hello." said Lilly. "So where do you come from?" asked Yumi "You speak with an accent."

Lilly suddenly blushed and stood up. "I've got to go." She dumped her tray and practically ran out of the cafeteria. Odd stood up to go after her and caught her by the upper arm just before the door.

"What wrong?" he asked. "you can trust me!" he continued earnestly. For a moment she looked like she was going to say something and then she snapped her mouth shut.

"I can't trust you." She said firmly "Please, please leave me alone." She stepped away from him and left the cafeteria. She didn't look back.

Later

The four members of the gang were hanging out in Jeremy's room, talking with Aileta. Ulrich and Yumi were sitting on the unused bed holding hands and sitting very close to each other.

Odd was sprawled on the floor. "I wonder what's wrong with her?" pondered Odd.

"I think you should be friends with her." said Aileta. They had explained about Lilly to her and Yumi a few minuets earlier.

"We can't make her like us." said Ulrich. "not to change the subject or anything, but X.A.N.A. has been awful quiet lately."

"Maybe he's given up?" said Yumi hopefully

"Or maybe he's just planning something really big!" said Odd with a smile.

"Well there's nothing we can do until he strikes with Aileta still virtualized." said Jeremy. "It worries me." he continued.

"Jeremy," said Aileta. "You'll find a way to devirtualize me soon. I'll let you know if X.A.N.A. becomes active." He smiled at her gratefully.

"Meanwhile I need to get home." said Yumi, she stood up and stretched. "I'll walk you." said Ulrich and they both left.

"I'm gonna go too, I have two days of homework to do." said Odd.He stood up and waved goodbye to Jeremy and Aileta.

Odd's Point of View

I wish Lilly would let me talk to her. Today in class she wouldn't even say two words to me. Or to anyone else either! I like to help people but I've never met someone who doesn't want to be helped. I can't stop thinking about her!

On top of that I know X.A.N.A. is planning something big. It's just a gut feeling. Every time X.A.N.A. attacks I always get excited when I should be nervous of terrified. I love going to Lyoko!

As much as I hope Jeremy can bring Aileta to earth, I'll miss Lyoko when it's gone.

Danmit I should have done some of my homework last night. For all the homework they give us here it's like they think we're computers or something!