Disclaimer, I don't own anything. Also Jack (anonymous) brought up an important point. At the end of season2 on Code Lyoko Xana is freed from the supercomputer. In this story Xana will have all the powers of a person possessed by him, plus a few others. Anyway back to the story.

All of the Villains instantly reappeared in what seemed to be a grassy meadow, surrounded by a forest on two sides, and rough terrain on the other two. Mog then appeared himself in front of all the villains. "Welcome to the first challenge," Mog yelled.

"How does a gorilla acquire such power," Huntsmaster asked realizing that his spear, which had been absent in the first room, was present here.

"How does a hunter acquire such thick a brain. I'm just a fury person," Mog yelled annoyed.

"Then allow me to introduce you to a new concept, it's called shaving," said Shego. Mog didn't say anything at all realizing that he was outmatched at a possible ten to one.

"Ignoring that you may have discovered that your powers were stolen, save for Slade and Cree, in the lobby. They have been returned to you, including you Wuya. As for you Zeno, all you must do is say the name of the spell that you wish to cast as if you were your own book holder, and then the spell activates. One other thing that applies to Xana and Wuya. Neither of you are allowed to summon your minions, that means no monsters or golems, understand," Mog stated explaining the rules of the game.

"Oh well, at least I have my powers back," Wuya said testing them out by blowing up some nearby and overgrown grass.

"Why would I waste my resources creating monsters on this trash," Xana said in his half demonic, half monotonous voice.

"Good enough," Zeno simply said.

"I ask again, are you a monkey-based magical creature. I haven't seen you in any of the books I've read," Hunts . . . do I even need to say who said that.

"Ignoring that also. The goal of this challenge is simple. There are nine stars hidden in this dimension, which is two miles wide and two miles long. The faster you find a star the better. The villain who doesn't find one will be eliminated. Also you can start searching at any time you like," Mog said finishing up the rules of the game. At that all ten villains, save for Xana who simply walked away, ran away, or flew away like Vlad (after he changed into Plasmius of course) and Vexus. "I do so hope the Huntsmaster loses," Mog said after all of them were out of sight. After that he disappeared back to his lobby.

First I think I'll check in on Zeno, who decided to check out the mountains. "Where on earth, or whatever this place is, did he hide the stars," Zeno growled.

"Talking to yourself, what a childish like thing to do," Cree said jumping out from behind a rock.

"And hiding like a little coward, you have no room to talk weakling. Mog even said that you or that Slade guy had no power so I don't even know why he put you in this tournament. But then again I guess someone has to lose," Zeno said running up to her and punching her sending her flying backwards like the last time.

"Why you little," she growled touching whatever button she touches to activate her battle ready armor, "lets see you beat me now." At that she charged Zeno, only to have him move out of the way just in time. She ended up ramming rock and breaking it, revealing a gold and glowing star.

"Well, maybe you aren't as pointless as you seem," Zeno laughed as Cree got up.

"That star is mine and mine alone," Cree yelled charging at Zeno, this time managing to hit him. The two fought for quite some time, Zeno didn't actually use any spells considering them to be a waste of his energy, and he was already winning. (A/N if you've seen the last few episodes of Zatch Bell than you should know that this guy can do some major damage even without his spells) Neither of them however managed to get close enough to touch the star and both of them kept their eyes on it, at least until it simply vanished.

"Hey, where'd the star go," Zeno asked confused.

"That's impossible," Cree yelled.

"I'm blaming this on you, and as much fun as it is beating the pulp out of you I obviously need to find another star, so, Zaker," Zeno yelled as a huge bolt of lightning erupted from his hand, which blasted Cree back into a stone wall. "And just to make sure that you lose," Zeno said walking over to her. Then he placed a hand on her head and stole her memories, much like he did to Zatch. When he was done she went limp. "Good, that should ensure that I'm at the very least in ninth place," Zeno said walking off. But back at the lobby.

"Congratulations Vlad, you are the first to find a star," Mog said seeing that he had reappeared in the lobby. Vlad also noticed that he was back in his human form, but then remembered that outside the challenges no powers were allowed.

"And, do I get a special prize," Vlad asked.

"No, but you will find the next challenge much easier than if you had found the last star."

"Well, at least there's some kind of bonus."

"Also Vlad you can wait here and watch the other villains fight," Mog offered.

"That's okay," Vlad replied, "I'd like to go to my room now, which is."

"The one with number one on it, another bonus of finishing first, your room is the closest to the lobby," Mog answered.

"Very well then," Vlad said heading to his room. I could say what he was doing, but it is boring, so let's get back to the fighting.

"Your model is weak, attacking me is a futile attempt," Xana said walking out of the way of yet another of Vexus's missiles.

"You don't even have a body, your form is simply many nanites in the form of one combined being," Vexus said, "all charged with electricity. Besides, your design will never be as good as mine, for I am the design of robots while you were created by mere humans," Vexus finished firing a missile at him. Xana merely shot a beam of energy to destroy it.

"Yes, I was created by mere humans, but I have access to greater knowledge and power. I was their mistake, and once I am through riding earth of humans, I will rid your world of robots. I am sorry I miscalculated, you are seen as a fluke and weakling on your world, therefore it is no longer your world. You have lost your power, while I am gaining mine," Xana said calmly in his monotonous voice. At that he blasted away at Vexus sending her deeper in to the forest, allowing Xana to take the star that he had found under a tree branch putting him into second place.

Back at the mountains a certain Slade and Shego were fighting against both Azula and Wuya, both trying to get to the two stars that had been grouped together at the top of a mountain peek. Slade was scaling the mountain with little trouble, while Wuya was levitating herself to the top. Both were trying to avoid the blasts sent by their other enemies, Azula shooting lightning at Slade, namely because the fire didn't even phase him, and Shego shooting her blasts at Wuya. Though Wuya and Slade were climbing just as fast Slade managed to reach the top first, because Shego could fire her shots faster and more often than Azula could fire her lightning. Wuya arrived at the top only seconds afterwards.

"How bout the both of us just take the two stars and leave them down there," Wuya offered holding out her hand. Slade grabbed her hand, seemingly accepting, before he threw her off the mountain straight into Azula knocking them both out for a short time. Shego had began to climb up the mountain herself as Slade took one of the two stars. Shego got to the top and took the other only a few minutes later, which was when the other two recovered from the attack.

At about the same time the Huntsmaster, who had also decided to check out the forest, had managed to destroy most of the trees and still wasn't able to find a single star. I'm not being paranoid or anything, but I wonder if Mog had something to do with it. Anyway his search remained to be unsuccessful. "Stupid stars, there probably aren't any and that stupid monkey just wants us to wander around aimlessly until we starve."

"Zaker," a voice yelled, quickly followed by a huge light and explosion. After that was done there were more explosions, only smaller and without light. With nothing better to do the Huntsmaster decided to check it out, only to find Zeno and Vexus both fighting over a star.

"The star is mine," the Huntsmaster yelled taking out his spear. First he tried to shoot at Vexus figuring that she was more of a threat. Zeno took the time to make his way over to the star.

"So long losers," Zeno said grabbing the star, and like that he vanished into thin air.

"You fool," Vexus yelled, "you made me lose another star."

"Well who's fault is that," the Huntsmaster replied, "no matter, I'll just take you out of this tournament for good. At that the Huntsmaster shot more of his energy shots, or whatever you call those things, at Vexus, only to have her dodge them all.

"We'll see about that," Vexus yelled firing hundreds of missiles at the Huntsmaster, all of which he somehow dodged. When the smoke cleared however a star remained right in front of the pair, though it was by far closer to the Huntsmaster than Vexus.

"Goodbye for now," Huntsmaster said grabbing onto it disappearing.

"No," Vexus yelled.

Back to Azula and Wuya they had managed to find another pair of two stars, though there was a slight problem in getting them. They seemed to be on top of a very big rock, that was miraculously being balanced on a much smaller one. "So here's the plan, I shoot the lightning and then if the boulder rolls are way you teleport us out of here," Azula said.

"Works for me," Wuya replied agreeing. At that Azula charged up her lightning and shot the boulder, in turn causing it to roll the other way. At that Wuya quickly teleported them both right next to the boulder after it had stopped moving, but the stars were nowhere in sight.

"They must be under the boulder," Azula said blasting away at it. Wuya quickly joined in and eventually the two uncover both the stars.

"It's about time," Wuya said touching her star at the same time Azula touched hers, causing them both to disappear. That left a still unconscious Cree and Vexus, who was blowing up the entire forest trying to find a star. By now she was pretty sure that she was one of the last two people, and though she had no idea what the other person was doing she knew that she should hurry. She eventually found the final star around fifteen minutes after Wuya and Azula, and when she touched it she reappeared in the lobby, only to see the eight other winners waiting for her.

"Congratulations to all the winners, everyone but Cree," Mog said. Deep down inside he wished that he had said, Huntsmaster, instead. "The next competition will be tomorrow so make sure to get some rest. Also Zeno, you are no longer allowed to erase peoples memories."

"She was weak, I don't even know why you let her into this tournament," Zeno responded hatefully.

"Because competent villains are difficult to find," Mog answered.

"So true," Shego said.

"Also the faster you found your star the easier your next match will be. I will show you each how long it took you to find your star. A scoreboard immediately appeared from behind Mog. It read like this . . .

Vlad- Time Taken 10 min.

Xana- Time Taken 15 min

Slade- Time Taken 21 min

Shego- Time Taken 23 min

Zeno- Time Taken 30 min

Huntsmaster-Time Taken 34 min

Azula- Time Taken 40 min

Wuya- Time Taken 40 min

Vexus- Time Taken 56 min

Cree- Time Taken, Eliminated

"You will find that the quicker you achieved your goal this time, the easier the second round will be," Mog said, leaving after that. The villains near the top, such as the first two to four, began to gloat. When Zeno figured out that Vlad was in his room and had been the one to take his star he tried to break his door down in anger, the threatened to kill him in ways I won't try to explain. He failed though, the doors were to strong even for his enhanced strength, and he couldn't use any spells.

"Why don't you come out of there you coward. Oh, I know why, you're so weak that you have to hide just to take a star," Zeno yelled punching the door angrily.

"It's called wisdom foolish child, something that you obviously have none of," Vlad said through the door, making Zeno even angrier. While that was going on the alliance of Slade and Shego (though if you ask Slade he'd say that Shego was his apprentice) along with the alliance of Azula and Wuya were getting stronger. The Huntsmaster was looking through books that he had been allowed to 'go back and get' and still couldn't find what kind of magical creature Mog was, while Mog was scheming ways to make Huntsmaster lose in the next round.

Vexus was trying to figure out a way to catch up with the others, or at the very least the Huntsmaster. She was still angry at him for stealing the star that she had to reveal. What Xana was doing however, was by far the most interesting, well, not at first. At first he was just saying nothing scanning the entire network of the building that they were in.

At night when Zeno's foot and fists finally got tired of fighting with Vlad's door, Slade slipped out of his room with a single memory chip in his hand. He rounded the corner until he reached Xana's door and knocked quietly on it. Xana opened it almost seconds later.

"Do you have the information?" Xana asked. Slade held up the memory chip. "Good," Xana said allowing him to enter. Slade handed Xana the memory chip and he inserted it into the portable supercomputer that Xana was, like the Huntsmaster, 'allowed to go back and get.' It wasn't near as powerful as Lyoko's supercomputer, but it was powerful all the same.

"So, what does it say," Slade asked.

"It may take some time to decode the text that the Master of Games uses, but once it is done we will know everything we need to know," Xana replied.

"Excellent," Slade replied. . .

In the morning, actually more around nine, the villains began to meet in the lobby. Xana was the first, followed quickly by Slade, who talked concerning what had happened last night until some of the others awoke. Slade ended his conversation when Shego arrived and they began to spar again. Eventually the last of the villains came out, who was the Huntsmaster, then about twenty minutes later Mog came out.

" . . . You come out much earlier than the heroes," Mog said noticing that everyone was already there.

"You should know better than to compare us to those saps," Shego said.

"Very well then," Mog stated eager to continue the tournament, and secretly get more power, "then let the second round begin," Mog yelled. And like that, all of them disappeared. . .

What are Slade and Xana up to. Who will lose in the next round and what will it be. Will the Huntsmaster ever figure out that the Master of Games isn't from his universe, I'll need at least 10 reviews to update. Also if you can give me an idea for a challenge in your review than I might use it in the story.