We open to the sewers to see several rats trying to climb up a pipe to get a pinecone near a broken grate. As a rat tried to join in, the other rats scared it off, forcing it down further into the sewers. It then crawled up a pipe into a kitchen where it approached a crate of apples. As it got close, it was soon set upon by a black smoke. The smoke then entered the rat's body causing the Xana symbol to appear in its eyes.

That morning, in the library at Kadic Academy…

"I can't talk too loudly, Aelita. I'm in the library." Jeremie whispered.

"What's a library?" Aelita asked.

"It's a databank printed on paper and where you can't make any noise." Jeremie said.

"Because you need all of the silence to study it. Understood." Aelita said.

"And to not miss the match point." Jeremie said looking over to Odd and Ulrich who had made a field out of pencils, books and paper and Ulrich and Odd were on each side. Odd then fired a paper ball and Ulrich hit it back. They continued to hit the ball back and forth til it landed on Odd's side and fell, leaving Ulrich the winner. As he celebrated, Ulrich fell over in his chair. Then Jim walked up to them.

"You call this studying? This isn't some place for playing games." Jim said.

It was at that moment the principal walked in while Jim was talking.

"If that's the way you all want to play it…" Jim said lashing out and accidentally grabbed Delmas's ear. "You! Two hours detention!" he said before seeing who it was. "Oh! Sorry sir. I got caught up in the moment."

Delmas then walked over to Jeremie. "Jeremie, I need to have a word with you." Delmas said.

Meanwhile in the sewers, as the rats feasted on the pine cone seeds, the possessed rat returned and ran up to one of the normal rats and bit it. Soon after it was bitten, it was soon possessed and ran to the other rats proceeding to bite them all. Back at Kadic, Jeremie has just left the principal's office.

"So, what did the principal want to talk to you about?" Genis asked.

"He says that the school psychologist has been observing me from afar and is going to submit me to an IQ test tonight. And if I pass, I'll be considered gifted and then sent over to a private school for the gifted." Jeremie said.

"A-are you serious?" Ventus asked.

"If that's true and you really pass… you won't be able to stay at Kadic and help us with Lyoko." Mahiru said.

"We have Miu, you know. But if he's gone, we can't work more on Aelita's materialization code." Izuku said.

"Can't you just try and fail it?" Natsu asked.

"Those tests are made impossible to fail." Jeremie said.

"But we don't want you to leave." Pit said.

"I know. But he's already talked to my parents. He says a school of that caliber will get me a big scholarship and my parents aren't going to pass that up." Jeremie said.

Meanwhile in the sewers, the first possessed rat squeaked out to its other brethren which were also possessed. The rats reacted by squeaking back. They then swam through the sewers towards the school pipes. Later that evening, we see several Sewaddle and Swadloon jumping from tree to tree towards the academy. Then Leavanny walked to the edge of the forest.

"Excellent work, my children. Now go! Cover this entire building in your silk. Leave them trapped with nowhere to go." Leavanny said.

"Yes, sir!" the Sewaddle and Swadloon acknowledged and went to work.

Back inside Kadic, everyone was getting ready for curfew before Fluttershy suddenly gasped.

"Is everything okay, Fluttershy?" Mahiru asked.

"No… somethings wrong. As if a million poor innocent souls of creatures were crying out in pain." Fluttershy said.

"What? Oh that can't..." Hiyoko said before hearing some hissing. "Gah!" she said jumping as out came a rat.

"Oh relax, ladies. It's just a rat." Kaminari said. "Just a single...harmless…" he said before seeing a number of other rats nearby it. "Wow. That is a lot of rats."

"Wait a moment…" Double D said as he noticed the rats' eyes. "XANA! It's possessing the rats!"

"RUN!" Hiyoko screamed as she took off in fear, the others following.

"How the heck can he control so many rats?" Kaminari shouted.

"Think of it like the bubonic plague. That was caused by a multitude of rats spreading the disease among themselves and the people. The same can be said about this. It's likely XANA possessed one rat and spread it throughout the others hiding in the sewers." Double D said. "It's not an exaggeration to say he has a whole army of them under his command."

"So he's activated a tower. But how are we going to get there? Jeremie is still with the psychiatrist and we can't go through the sewers." Sachiko said.

"Even worse, there's silk all over the school. It's safe to say that Chrysalia's forces aren't too far from us either." David said. "Though I wouldn't worry too much about Chrysalia. I'm sure Jexi has already sent someone to take care of that."

"Yeah...last I remember, Uryuu took care of Leavanny but he's not with us this time so I'm not sure who he'll send." Dan said.

"We should split into two groups. One group goes to Lyoko, the other meets up with them to hold off Chrysalia." David said.

"Wait...I just remembered something." Double D said getting out a flashlight and flashing it at the rats, stunning them. "Since rats are adept to darkness, they scatter when exposed to light."

"Nice work, Double D! This should help a lot." David said. "Nora, we need another light source."

"I'm on it." Leonora said holding a ball of light. The rats quickly catching sight of it quickly scattered away from it. "Let's get moving. We don't have time to waste."

"She's right. Let's move." Mayumi said.

The two groups then split up. The reinforcement group headed out to help with Leavanny.

"Ah...I knew it was only a matter of time before one of you caught on." Leavanny said.

"Do you have any idea what you're doing? You're not just trapping us, but also many students who have no part in this." Mahiru said.

"So what? You are the main objective." Leavanny said. "The students will be fine inside of their dorms."

"Not really, thanks to a little rat infestation. Ugh… I didn't want to think about that." Francisca said.

"So what? Who cares about rats other than the ones standing before me?" Leavanny said.

"Do innocent lives really matter that little to you? I'm sorry, but I'm not going to stand here and take this." Ventus said.

"Ven, I understand how you feel, but please, try to calm down." Jesse said.

"How can I? Leavanny cares for no one else but us." Ventus replied.

"Okay...really think you people are making a big deal out of this." Leavanny said.

"You said it yourself. We're all that matters to your little attack. This one's on you." Jesse said. "You should've chosen your words more carefully."

"What he said. And now you're gonna regret it!" Flamberge said drawing her sword and slashing at the silk, burning through it. "Ha...nothing…" she said as Leavanny moved past her before feeling her clothes tighten. "What the?"

"You don't know this but we are excellent tailors. I can easily spot the weak points in your little ensemble and...make adjustments." Leavanny said chuckling. "Though I only did this because...I don't want to deal with someone who sees this as a joke."

"Then try taking us on." Ventus said.

"*sigh* At this point, I can't stop you, Ven. So, I may as well join in too." Jesse said.

"Two on one...hmm. Okay. I can work with this." Leavanny said.

"You guys continue to Lyoko. We'll handle things here." Ventus said.

"All right. Stay safe." Mahiru said as they hurried off.

"Well...this should work just fine." Leavanny said. "Now come meet your doom. It's tailor-made just for you."

"We've heard that so many times, it's honestly a joke by this point." Jesse said. "Come on, Ven. Let's show her our combined power."

"You want it, you've got it." Ventus said. "Let's go! Wingblade!" he said materializing six ethereal blades which looked like two separate wings.

"Air Thrust!" Jesse said as he encases Leavanny in a sphere of wind, slashing her from multiple directions.

"Take this!" Ventus said cutting at Leavanny with the six blades he created, dealing massive damage to Leavanny.

"Wow...I really am getting old. I could withhold those attacks much better in my younger years." Leavanny said swaying a bit.

"That's weird...why didn't she try to block?" Ventus asked.

"Leavanny...wait...was this to…" Jesse realized.

"Let's go! Activate! Swarm!" Leavanny said glowing with a bright green energy.

"So that's it. Swarm is an ability that increases the power of Bug-type moves when in a pinch. She took those attacks so she could use it." Jesse said.

"Yes...it's always a risky strategy since it means I'm close to defeat. But...it's so worth it." Leavanny said moving quickly across the battlefield. "Let's go! X-Scissor!" she said lunging at them only for Ventus to quickly block it. "W-what?"

"Sorry….you may be fast...but I'm that much faster!" Ventus said knocking Leavanny back.

"Whoa. That was amazing, Ven." Jesse said.

"Thanks. Now...it's about time we were done with this bug!" Ventus said.

"Right. Let's do it!" Jesse said.

"Enough! Struggle Bug!" Leavanny said charging at them.

"Dual Combo! Winds...of Virtue!" both shouted as they soon appeared behind Leavanny as an x shaped slash appeared on her before she collapsed.

"Phew… It took us a while, but we pulled that attack off." Jesse said.

"And with that, we effectively took out the second in command of the kingdom of bugs." Ventus said.

"We sure did. Though, the battle has only just begun. It won't be long before we take the fight to them." Jesse said.

Meanwhile at the factory, everyone else had soon arrived as Miu set up virtualizing them.

"Alright. Let's get to that tower and put an end to that infestation." David said.

"Okay. You guys shouldn't be too far from the...wait...I'm seeing something coming your way." Miu said.

"What? Where? Ah!" Flamberge said before she was blasted by a mechanical eagle flying in the air.

"That's right...this was the first time Flux switched to mechanical soldiers to fight us." Pit said.

"Hiding behind his toys even this far? I see Flux hasn't really changed at all since the first time you were here. I feel sorry for having to deal with him as long as you did." David said.

"You call me, Storm Eagle, a toy? I am a warrior sent to destroy you all." the eagle said. "All on behalf of my master and creator!"

"Well, if your creator made more creations for fighting, he wouldn't need so many for hiding." David said. "I feel sorry for you, having to swear fealty to a coward like him."

"Oh you shall pay for that remark. Storm Tornado!" Storm Eagle said sending a powerful wind gust their way.

"You call that wind? Get a load of this!" Hiyoko said pulling out her Law of the Eastern Winds and danced a routine before sending out a powerful gust of wind that cancelled out Storm Eagle's attack. "And now I'm gonna send you to the Junkyard! Enjoy the show."

Hiyoko then danced elegantly as cherry blossoms suddenly appeared around her.

"This was over before it even began. Now this eagle's gonna get blown away." Hope said.

"See ya, scrapheap! Dance of the Cherry Blossom Storm!" Hiyoko said sending a giant pink tornado at Storm Eagle mixed with Cherry Blossom petals, hitting him hard.

"Forgive me...master." Storm Eagle said as he exploded leaving behind a mass of parts.

"Too easy." Hiyoko said. "Now, let's get moving, that tower's not gonna deactivate itself." the others then moved out.

"Alright, Aelita. You know what to do." David said.

Aelita went on inside of the tower and quickly deactivated it. The RTTP was activated soon after, sending them back to the moment in the library.

"So, you know how to purposefully fail that test?" David asked.

"Now that I know all the questions, shouldn't be too hard to get the wrong answers. I'll get all my answers from Odd." Jeremie said.

"Oh haha. Laugh it up, but I might end up surprising you." Odd said.

"Hey, quiet!" Jim said.

Back in Chrysalia…

"So they beat you?" Pineco asked.

"Yes. They were much more powerful than I anticipated." Leavanny said. "We need to prepare for them."

"It's fine. It's not like they know where we are. And besides...even if they do show up, I know what must be done...a fun forced game of Pokemari!" Pineco said with a carefree attitude.

"With all due respect, my liege, some of the new faces are quite formidable. Especially this one." Orbettle said, showing David's file. "According to records, he has once aspired to be an Olympic athlete. Probably still is now. However, his mind is said to be a very dangerous weapon in and of itself."

"Sounds like the kind of opponent you'd be looking forward to facing, Orbeetle." Pineco said.

"Yes. However, I doubt even my current power on its own can match up to his." Orbeetle said. "So I would like to make a small selfish request. Our entire kingdom is considered a massive powerspot so...I want to make use of the prized wishing star in the treasure vault."

"Orbeetle, surely you're not suggesting…" Leavanny started.

"We of the kingdoms rarely use the phenomenon ourselves considering the strain it puts on the kingdom's natural flow of energy. However, I think it's necessary. I will use...Gigantamax." Orbeetle said.