Hi! Oh my gosh, I am so sorry that this took so long! But I think that this is my favorite part of the story so far. Look, I know that I have put a lot of Lilly and a lot of Odd and not much Yumi, Ulrich and Jeremy so far and I know that that's bad (Bad Shelby! Bad! How many times have I told you not to craptastic-fy your stories!) I'm trying to fix that! I'm trying, but it's just not the same story then! It's like this:

"Well, I could take this part out and put an Odd part in..." But then that would mean taking this X.A.N.A. part out! "Well I could put both in...I supose." But that would make it too overly long! It's already 25 pages on Word! Are you trying to over-ride what few readers you have, Woman!

You see, Chaos. So I'm going to do a lot of Code Lyoko stories to make up for it. BTW, I found out that I'm on East Kaioshin's favorite stories list! It thrilled my twitchy little heart! THANK YOU SO MUCH KAIOSHIN! YOU ARE SO WICKED COOL! waves AND CODE LYOKO CAME BACK ON CARTOON NETWORK TODAY! HERE ON THE WEST COAST AT LEAST IT'S BACK ON EVERY WEEK DAY AT 6:00! WHOOOOT! LIFE IS GOOOOOOOD! cough ok on with the story.

Lilly's eye's fluttered open, the first thing she was aware of was a flaring pain at the back of her neck, the next was that her arms were tied behind her back and had been that way long enough for them to have gone numb.

But for a few seconds she couldn't remember how she had gotten where she was… then, The wasp! Of course, the mechanical wasp, and it's venom, that would explain the pain in her neck.

She stirred in the dusty light and sensed more than heard a shadow move behind her

"Scum's awake." Said a harsh voice, she began to turn her head in that direction but her neck was numb, Probably from the poison, she thought and didn't seem to want to cooperate with her. She only got it half way round when she was kicked,

hard in the side. Her wind was knocked out of her and the force sent her rolling over and she locked her blazing and streaming eyes with her attacker.

She saw a hulking shape, and then it bent down and she could see the features of a man who's nose had clearly been broken, one eye was damaged, it wouldn't move but only stared slantingly out of his face. He grinned crookedly at her.

"So, you're the same little cunt who beat my face with that pipe, ruined my nose and m'eye." He picked her up by the front of her shirt, she heard a seam pop under her arm. "Well, you're tied up now, and I wont need no pipe to beat yo' face in!"

He raised a fist the size of a ham and prepared to hit her. She tried to move her legs…and found that she could! The old rope that had bound her ankles together had been broken in her roll across the room.

She glared at him and brought her leg up, with all the strength she could muster she kicked him in the groin. The man's jaw went slack, his eye's widened giving him the look of a monster as the one stared crooked at the floor.

His raised fist went slack and his knees gave out on him as he fell on his side, holding his wounded parts and screaming soundlessly. Lilly scrambled to her feet, her head felt light for want of air but her bruised ribs would hardly let her breath.

She leaned against a wall, the man who had kicked her had stopped squirming, she thought maybe he had passed out.

Boy, she thought dazedly it's a good thing men's most tender part is outside of their bodies instead of inside! The thought made her want to laugh, but laughing in this situation was the first step to hysterics and she knew it.

She forced the urge down, her breath was coming easier now and she looked around. The room was small, she was standing in the only patch of light, from a small lantern on a rickety table. All else was dark. There was a smell, a bad one,

she wrinkled her nose in distaste. It was the smell of decay, the decay of wood and old leaves. It was sickening. She glanced around and saw nothing in the dark. A faint creak behind her made her spin around. There was nothing there.

She peered suspiciously around in the darkness her eye's opened as wide as they would go.

A hand as strong as I vice clamped over her mouth. She screamed in surprise, it was muffled. Another arm wrapped around her waist and pulled her against a stinking body.

She knew it was a man, the chest was flat against her back and the arms were horribly strong. He smelled horrible! Like body sweat and grime, she smelled the undeniable smell of human waste and knew he had been crawling in the sewers.

His greasy hair slid against her shoulder where the sleeve of her shirt had fallen low. She was spun around as easily as if she had been a doll. She found herself looking into the eyes of the man who had haunted her dreams and memories,

who had killed her parents…Lucifer, the Bad Man. He grinned, showing black teeth. She glared, her eyes a mixture of fear, hate and disgust.

"Well, Lovely, here we are again, back where we started…so to speak. The only difference is I'm working for someone else and we're still in France." Keeping his hand over her mouth her drug her down hallways and empty rooms,

she lost track of the twists and turns but they ended up in a room so bright it hurt her eyes. When she could see, she saw the room was huge, with thousands of lights covering the ceiling.

Some had been burned out, they looked like they had been exploded from the inside. He threw her on the ground and she gasped trying to rid her nose of his smell, her ribs throbbed.

Lucifer sat in a chair, which looked very out of place in this bright, sterile white room; it looked an awful lot like a thrown.

"Well, my Beauty it appears that for now we're alone…And you don't have anyone to come to your rescue this time. We're not in Italy any more Toto!" he crowed laughter and Lilly was sure that he had run insane

…but that didn't make him any less cunning or terrifying. His red rimmed eyes never left her. His laughter stopped as soon as it started. "I'd kill you," he said fiercely "If I wasn't under orders not to. I'm not even supposed to beat ya up too bad.

"But I can take you on a little trip down memory lane." He leaned forward and grabbed the front of her shirt, he dragged her forward until she was on the floor just in front of him, like a little child listening to a story. Lucifer grinned crookedly

"Yer parents are dead!" he crowed "And who killed 'em? I did! I killed the very aristocrats of Italy! Tragic story really. A handsome man, powerful in business…wealthy, he married a beautiful woman, she had dark, dark red hair, auburn hair…very unusual in Italians! Beautiful woman was Marriel DeGrande!"

Lilly's eyes widened, she stifled a cry but Lucifer heard it "Yes, I speak of your mother. They had a daughter, did the handsome man and beautiful woman. She had her mother's hair, her father's skin, Italian eyes and she was beautiful too…yes I speak of you." Lilly glared at him, eye's burning hatred and pain, she said nothing.

Lucifer grinned and continued. "Such a tragedy!" He crowed "Such a shock! You see, the daughter went to meet her friend in the park. Her only friend," he sighed theatrically at her "they were so close, Lilly DeGrande and Ben Dimaggio."

Lilly's eye's flared and she bared her teeth in an unconscious snarl of hatred, which faded as soon as it came.

Lucifer giggled madly and continued "people whispered when they walked the streets, how beautiful they were together! How good it was for them to be friends! After all, both had been friendless for a long while, each wandering the park and cobbled streets alone. Both were exceptionally good looking, Ben with his skin like coffee, Lilly's red hair, two different classes of society, that was true but you'd never know it by looking at them. Lilly dressed like someone from Ben's lower class, Ben was as outspoken as the wealthy. An amazing friendship really."

Lucifer grinned and Lilly could tell the bad parts were coming. "And now comes a twist in the story! Lilly leaves her house one day, Ben has asked she meet him in their spot in the park. But it's not Ben that she finds there, Oh no! It's some strange men, and when they try to take her she fights, fights hard (which impressed me, by the way) and it takes them much longer to catch her. But they do, and who was it that betrayed her? Betrayed her whole family? Why Ben of course! Her Ben! And she finds her self in a dark place, and she is shown a token that, yes her parents are dead! Her mother's torn and bloody shirt. She knows who betrayed her, and she fights the men advancing on her, but she looses. And by a stroke of luck the police find them just before she is killed. But her heart, her trust, were broken. Marvelous."

He grinned at her. Her heart was quaking in her chest, tears now fell silently down her face and her look was of crushing sadness and burning hate. He threw his head back and laughed, a chilling sound

"But there is one more twist!" he yelled "One more twist that even you, little Mistress DeGrande doesn't know!" He leaned forward, holding the scruff of her neck so she couldn't pull away. "Your friend betrayed you, Aye that's so... and what do you think of him now?"

She answered before she could think "I hate him!" she spat "He's a coward, a traitor; he's on the same level as the sewer rats!" Lucifer began to laugh

"And you," she snapped "you are even lower!" his laughter stopped but his smile remained

"True I'm low now," he replied "But then I was mighty." She opened her mouth to speak and he clamped a hand over it. She had to fight hard not to retch.

He giggled "well, so now you think your one true friend lowly scum? How your views have changed since last we spoke! I recall that even though he was a peasant, barely making enough to survive you cared for him. Even though you yourself were wealthy. Aye, how your views have changed! You loved him, did you not?"

Her eye's grew injured, new tears fell down her cheeks, and for the first time she hung her head and averted her eyes. He laughed "Your face is proof enough. And believe it or not he loved you too."

She struggled away from the hand over her mouth and flared "Love! Love! You speak to me about his love! Ben didn't know the meaning of the word! He betrayed, and tricked me! How dare you say he loved me?"

Lucifer laughed his hardest yet! The room echoed with it,

"My dear girl!" he said, tears of mirth streaming down his cheeks. "Yes he betrayed you! Otherwise I would never have gotten close to your family! But there is something you don't know!" he said gleefully

"What's that!" spat Lilly the talk of Ben had brought her fire up again

"That he didn't do it willingly you silly girl! It took us days to get him to say a word! Needless to say it took some…convincing, you know, sharpened bamboo splinters under the fingernails, hot knives, the whole bit." He grinned like a demon at the remembrance. "He had such lovely screams…" he said musingly "But anyway, he finally gasped out the information we needed and then when he saw what we'd done, well…the poor boys never been the same since."

Lilly was shocked, the tears ran down her cheeks. She had always thought that Ben would never do something like betraying her. But…this…this was almost more than she could bear.

"They told me he'd died, did you kill him, like you killed my parents." She asked, her voice small and meek. He giggled

"Maaayhap, Maaaayhap not." He crooned. "You'll see soon enough, you'll see everything and more when Master gets here."

Lilly only vaguely heard him, she sunk to the floor, head hanging low and her tears dappled the floor.

yes, I know, way too much Lilly and not enough Lyoko kids but in the next chapter you get to see a lot of X.A.N.A. I mean a LOT of X.A.N.A. so bear with me, I know that it's hard but like I said, Lilly is essential for the plot I have in mind. When this is done I'll either do a sequel or write a Fanfic with just the Lyoko kids, I'm not sure wich. Review and give me some feedback or I will hunt you down and give you the stink eye of doom till you feel so akward you have to comment. lol! But seriously, if you hate this story let me know. Be curtiouse about it, if you flame me be prepared to be flamed right back at...I can be mean. REVIEW!