Hi! I updated quickly so this is kind of short, but I think that's ok. By the way, I've thanked my reviewers but haven't mentioned any names and the two that come to mind first are American-Kitty and WolfPackLeader. Both are good authors, check them out! Anyway, American-Kitty: Thank you so much for reviewing so often and giving me such support! You're the best!

WolfPackLeader: You have given me the most helpful review! So much advice! I know I made Lilly too much of a main character in this story, but the plot I have in my head would get to confusing and would just drag on and on if I put too much of Yumi, Ulrich, and Jeremy in there. However, I plan on doing at least two stories, this first one more about Odd and Lilly and the next where she actually becomes part of the Lyoko fighters. The idea I had with making Lilly so fierce is that she's trying to be standoff-ish. She's not really that mean she just want's people to think she is. ;) oh, and thanks for telling me I was spelling Aelita wrong, (blush) hehe oops

Thank you to the rest of my reviewers too! Love ya all!

Odd lay next to Lilly in bed as his eyes adjusted to the dim light. He propped himself up on one elbow and looked at her. He could dimly see her eyes gleaming in the darkness. He listened and heard Ulrich's deep calm breathing as he slept.

He laid back down again so he could talk to her without having to speak too loud. "Lilly, are you awake?" he asked.

"You know I am." She replied. She turned around and faced him. "What did you see Lilly?" he asked "What happened?"

She looked at him for a moment. "Is Ulrich asleep?" she asked,

Odd nodded and Lilly continued. "… I think, I think it was The Bad Man." Odd's heart almost stopped. From the way Lilly had described him he sounded like the second X.A.N.A.

"Oh my Gosh, Lilly! Are you ok?" she nodded which he could barely see in the dark. "Yes, I thought…. I saw him toss something… something down at my feet. I recognized it." She paused

"Lilly, what was it?" asked Odd breathlessly "My… my moms shirt. The one she was wearing… that day."

Odd was silent "Lilly… I… I'm so sorry." he finaly said.She shook her head. "Don't be." She said firmly. "The last thing I want is pity. I got that enough when it first happened and I really don't need it now!" her voice was fierce but not accusing.

"You want to sleep?" asked Odd. She nodded he lay rolled over on his back. After a few moments of silence he felt Lilly move closer so her back was pressed against his side. "Lilly?" he said into the dark.

"I'm scared Ok!" she said and curled into a tighter ball still pressed against him. "Alright, don't worry. Ulrich and I aren't going anywhere." He turned on his side and threw an arm around her shoulders and gave her a reassuring squeeze.

Soon both were asleep back pressed closely to back.

Lilly was shaken awake early the next morning by Odd. She opened the door to her room cautiously but the warning needles didn't prick at the back of her neck and no gooseflesh bloomed.

She opened her door to find her dorm the way she had left it. Her bed clothes were the only thing out of place. Usually she made her bed first thing. But the sheets were still tousled and half on the floor. She dressed and threw the bed together.

She packed her school bag stuffing Lord of the Rings between her math and science books. Odd and Ulrich were still in there room so she left for the cafeteria knowing they would catch up.

She entered the building and sat at her usual table with her food. She pulled out her book and opened it. She was so sucked into her book that she didn't notice a deep buzzing near her ear. She waved at the wasp idly and then stood up and left.

She headed for the park with reading on her mind. The wasp followed her. When she was deep in the park, lost in her own thoughts the wasp landed on the back of her neck and stung her. She cried out and slapped it, crushing it with her palm.

She didn't hear the crunching of its buggy exo-skeleton, but a grinding and cracking as if she had crushed a little machine. She drew her hand away and looked at it.

The wasp was a crushed working of wire and lights it's delicate, segmented, metal legs twitched. It's…. a robot? She thought dazedly and then her palm blurred before her eyes. She gasped in realization and felt the tiny throbbing stinger.

Poison! Was her last coherent thought, the black flowers blooming in her vision blocked out all sight and her knees gave out. The book tumbled from her hand landing upside down on the path, it's spine cracking in finality.

She landed hard on the dirt path shredding her bare forearm. She didn't feel it. Nor did she feel her head hit the bare dirt. The poison had knocked her out before her knees had failed her.

Her hair, bright auburn in the sun fell over her shoulders and a few strands stood bright against her pale cheeks. She didn't see, nor did anyone else The shaggy, thin man step from the bushes. "My Lord X.A.N.A. I have her." He said.

A black smoke rose out seemed to rise out of the ground on the side of the path. It said nothing but for a moment seemed to nod in satisfaction. The Man picked up Lilly and they disappeared into the trees.

(Whoot! cliff hanger! REVIEW! FLAME ME IF YOU WISH BUT BE PREPAIRED, I'LL FLAME BACK!)