Oh my chibi! This has taken me soo long to put up and that has probably cost me the few readers I have! I'm so sorry! I actually have Hopes all writen now but I wont put up the next chapter till I get at least two reviews. Hope ya'll like this chapter! Review and you shall go on my wall of Coolest People Ever with your name is bright neon! Yaaaaaay neon!

A soft humming bean to ring in her ears, an awful, brain numbing sound. She put it off as her grief playing tricks on her hearing, but it grew louder and louder, she covered her ears with her hands and raised her tear stained face.

Suddenly a light bulb exploded behind Lucifer and a thick black smoke flowed out almost like a liquid. It changed shape rapidly for a moment to her it looked like a monstrosity, a horrible cross between a wasp, a spider, a snake,

every animal that people feared seemed to be in that shape…and those eyes, those horrid red eyes with the yellow pupils. Finally the shape settled, became the shape of a man, a smoky man, whose borders kept shifting like a mirage, but a man.

"Lilly," he crooned, his voice was oddly comforting, the voice of a kind uncle "my dear Lilly. How nice to meet you at last!"

Lilly didn't want to look into those red eyes, but also found that she didn't want to look away. "W-who are you? What are you?"

The smoke laughed "My name is X.A.N.A., my little beauty. And you could say that I'm a being of another plane." She looked at him timidly, unable to look away from those horrible eyes, disgusted by the fact that his voice comforted her…and was even more disgusted that she welcomed the comfort. "I live in a world far different than this one." Began X.A.N.A.

" a world where there is peace, no human fights another, the kestrel nests with the robin and the lion lays down with the lamb. Ah such a wonderful world I come from. But alas! Humans, long ago became jealous of my world…and they attempted to destroy it. That is why I can not appear to you in any other form. I saved the world…but I am weakened. And the human have again found a way to connect to my world, dear Beauty. And I cant fight them on my own. I need your help."

Lilly began to tremble Lies all lies! Her mind screamed and then seconds later No, no lies. Why would he lie? Good X.A.N.A. He wouldn't lie. He loves me. He comforts me. No lies.

"The reason that I chose you to help me Dear One, is because you can get close to those humans who hunt me." Lilly, fought through the haze that those eyes had put her in and asked

"How! How could I possibly get close to them?" she sensed the shape smile

"Don't you know my dear?" he asked softly. Lilly shook her head, her eyes never leaving his. "Why, there are four children at your school who are my greatest enemies! Don't you know that? Haven't they told you yet? I thought that you were friends!" Lilly blinked trying to sort out her thoughts which were rapidly becoming delirious. What the hell is happening! Her panicking side screamed at her. His eyes…those bloody eyes. They're numbing.

"I-I don't have any friends." She said. But immediately a picture of the four members of the gang flashed into her head.

"Ah, but you do! That is why I choose you! Their names are Yumi, Ulrich, Odd and Jeremy." Lilly's eyes widened and she sensed the glee in the shape again " You see, you do know them!...But… haven't they told you about my world, Lyoko?"

Lilly shook her head "T-they cant be. They're… they're the only ones who've seemed to care about me…"

X.A.N.A. sighed "Seemed, seemed to care for you, Child. But they don't really, they never did. It was all a plot to get you to help them and to turn you away from me. The are the ones who are trying to destroy my world. They're jealous of it, they hate it!...and Lilly…they really hate you too." Lilly felt another piece of her world crash down,

pictures flashed through her head. Of Ulrich and Odd standing in her doorway, of the four of them, arms draped around each other's shoulders walking through the courtyard…of Odd holding her in the park. It cant be them, it cant be them. Her mind said over and over. She stood up, and backed away from X.A.N.A. and Lucifer. Lucifer started after her but he was stopped by a single glance from the virtual being. Lilly leaned against the wall, slid down it and hung her head.

Lilly! it was Odd's voice, Odd's voice in her head. She closed her eyes and saw, actually saw Odd running full tilt down the street, Lilly don't listen to anything they tell you! Not about themselves or about us! Lilly…be safe.

She held on to the sound of his voice, knew that he was actually speaking to her somehow. But she didn't know how all she knew was that she trusted Odd no matter what this dark man said. She raised her head and saw that X.A.N.A. had moved forward and was now looking her in the eyes from less than a foot away. "Lilly," he said and reached a hand (claw) towards her face. Move! Her instincts screamed, then warm fingers touched her cheek.

"I need you." Said X.A.N.A. Lilly pulled her mind away from the 'love' that those eyes placed on her She pulled her face away from his hand "You- you're lying." She said simply and then she began yelling

"You're lying! Everything that you've spoken is a lie! You're evil! A monstrosity!" X.A.N.A. struck her on the side of her jaw and she flew sideways into the middle of the room. She felt a bruise already raising there.

"Foolish girl." Growled the shape, the edges had begun to boil and writhe. He grabbed Lucifer by the front of his tattered shirt and drug him forward "Show her the boy and then kill her she will be of no use to us." Lucifer nodded and then the dark smoke lost all form completely and flew back through a light bulb which exploded with a firecracker pop.

Odd reached a tall dark warehouse, much like the one in which the super computer was held. But the windows were boarded up, some were broken and the open sewer flowed past one side. He saw that this was where the light-path ended and he crawled through the boards on a lower window.

Aelita, Ulrich and Yumi ran across the barren desert as fast as they could. Lasers landed among them as monsters, too many for the two of them to fight. They followed the pulsations twisting and turning around obstacles. They curved sharply to the left and Yumi turned long enough to throw her fan and take a roachster's mechanical life. "There's the first tower!" yelled Aelita and pointed strait ahead. The tower rose from the plateau, red against the pale virtual sky.

"Go Aelita!" Yelled Ulrich, "we'll distract them!" The two fighters turned and faced the oncoming monsters. They sensed the virtual girl enter the tower and with a deep throbbing wave of pressure half the monsters fell.

The first tower was deactivated. The fighters turned and ran from the rest and met Aelita. "we've got to loose these monsters!" yelled Yumi

"Over here!" yelled Aelita. She turned sharply to the right and dodged under an overhanging rock, they found themselves in a tunnel. "This way." Called Aileta They ran along the tunnel and jumped out of the opening of the other side. The plain was deserted here. And they saw the red glow of another tower. They began to run across it when Aelita stopped and stood dead still. Ulrich and Yumi looked at her.

"Aelita come on!" said Yumi "We have to move!"

Aelita looked at them, her eyes wide "Run." She whispered and the virtual ground exploded upwards. X.A.N.A. rose above them, spreading wide black wings of smoke. He struck out at Ulrich who was closest, grazing him with claws.

They jumped behind rocks, expecting their enemy to follow, but it was like he was anchored in that one spot. Ulrich was crouched down next to Aelita and Yumi glanced in his direction to see him grasping his leg.

"Ulrich, what's wrong?" she asked. He raised his eyes to meet hers and held up his hand, it was sticky with blood. Yumi's eyes widened "I-I didn't know you could bleed in Lyoko!" she said.

"Neither did I." said Ulrich "But I guess we can now, this is bad."

X.A.N.A. growled from the plain if front of them "COME OUT CHILDREN!" he yelled "COME OUT! YOU'RE TOO LATE TO SAVE LILLY, EVERYONE IS TOO LATE TO SAVE ANYONE! YOU HAVE FAILED! AND WHAT IS THERE TO DO NOW BUT FIGHT! FIGHT ME YOU COWARDS!" Ulrich met Yumi's eyes, "He's lying." She said but Ulrich shook his head "I don't think so." he said.They looked at each other a moment more and then nodded.

Ulrich looked at Aelita, "Stay here." She shook her head and grabbed Ulrich's arm

"You can't go out there! He'll kill you!" Ulrich turned away from her and Yumi gently took Aelita's hand from his arm. "Stay here Aelita." She said one last time and then, with a cry and flick of her wrist her fan flew and struck X.A.N.A.'s arm.

He growled and struck the fan away. Yumi and Ulrich leapt from behind their rock and faced X.A.N.A. finally. "Jeremy! Jeremy are you there?" yelled Aelita but there was no answer. X.A.N.A. had broken the connection again.

This was going to be a long, hard battle.

Lucifer flicked a switch and all but a few of the light bulbs flicked out. He grabbed Lilly by the scruff of the neck, and pulled her to her feet. She only struggled a bit but he cuffed her and she didn't fight again.

"Come on. There's somethin' I've got to show ya." He pulled out of the room, down a hallway and stopped in front of a closed door. She shoved it open and pushed her inside. "Have a look, Beauty." He stood in the doorway and Lilly began to make her cautious way forward. In the dim light from one greasy light bulb she saw a figure, small and thin. She moved closer and cried out as she saw it's face.

Ben Dimaggio lay on the rotting wooden floor of the room, on a pile of dirty rags. He was dressed in a shapeless, ratty wrap. She ran, knelt by his side and took his head in her lap.

"Ben?" she asked softly she brushed his black hair from his brow. He stirred and opened his eyes. He saw her face and blinked as if to clear his vision. His eyes widened in shock when he felt her hand on his cheek. He got up on his hands and knees, backed away from her and she stayed where she was. Carefully he reached out and touched her knee then brought his hand back as if it was burned. "Y-you're dead." He whispered "you're dead and you've come back to haunt me."

Lilly shook her head and moved towards him. He scrambled back to a corner and buried his face in his hands. She slowly wrapped her arms around him and rocked him back and forth. "No, Ben. I'm as alive as you."

Ben shook his head against her shoulder. "No, not alive. Dead. All dead." Lilly held him tighter. "I'm alive Ben. It was my parents at Lucifer killed, I thought he'd killed you too." Ben shook his head, his whole body trembling with sobs. Suddenly he pulled away and backed against the wall again, his eyes distant and feral. "Go away! Get out of here! Angels don't belong in Hell!" Lilly shook her head "Ben, do you know where you are." He looked at her and his eyes were completely alien.

Ben Dimaggio was no more, this person was in his place. "Hell." she heard him whisper harshly "Hell." Lilly felt a vice grip on the back of her neck

Odd raced through the dusty halls of the warehouse. The boards creaked treacherously under his feet but he didn't slow. He wanted yell for Lilly but what if there were more men around? It wouldn't do Lilly any good if he got caught too. His thoughts moved back to his friends. He hoped with all his might that they were ok and that they could make it through this one.

I hope you liked it. And you meet X.A.N.A.! The bad guy we all love to hate!. REVIEW! REMEMBER WHAT I SAID ABOUT THE NEON!