Tora swung wildly at William only to miss as he vaulted from the strange creature's back. William landed a few feet away from Aelita glaring at her sinisterly as he opened his hand for his massive sword to materialize.

"Aelita," Tora grunted scratching his blades against the tarantula's feet. "How do I kill this thing?"

"You have to aim…," She answered partly taking some time to run and dodge from Williams's swings and angered ambition. "Aim for the icon on their heads!"

Tora took a step back and noticed the insignia on the monsters head as it shook off Tora's attempts. Tora smirk as he ran toward the creature again back flipping over the monster and plunging one of his blades into its skull. He landed hard and fell to one knee as the monster exploded.

"Tora, Help!" Aelita cried as William closed in.

Tora ran as fast as he could but his shoulders shuddered as he knew he wouldn't make it in time throwing his second sword into the possessed boy. William turned with an enraged look and bolted towards Tora grabbing him by the chest and tossing him into the ground.

"Energy Field!" Aelita cried as William fell to the ground as a pink static cloak encased him. "Tora are you ok?"

"Yeah," He said taking Aelita's hand and getting back to his feet. "This guy's strong, you sure Xana took him over so easily?"
"It's because Xana's giving him inhuman strength," Aelita said glaring at the boy as he slowly rose back to his feet.

"Aelita," Jeremy's voice echoed. "Be careful Xana's drawing energy from the replica's and William's energy is changing,"

Tora and Aelita watched as William was surrounded by a dark aura his eyes pulsating with Xana's insignias he bolted forward towards Aelita. "Possesion!"

"Aelita!" Tora called shoving her out of the way as William collided with Tora seeming to disappear into thin air and the black aura now surrounded Tora who had dropped to the ground in seemingly horrible pain.

"Jeremy what did William do?" Aelita asked looking towards the sky as she knelt by Tora.

"Xana used William as a possession spector," Jeremy answered looking concerned as he pulled up Tora's window seeing the infection rate spread over his data. "You're lucky Tora saved you, but now…,"

"Tora…," Aelita said trying to touch his shoulder.

"Aelita," Jeremy called. "Get away Xana's taken over Tora,"

Tora rose to his feet grunting heavily as his eyes ficlkered and gripped his swords as they flashed into his hands. He grinned sinisterly as he laughed in a new demonic toned voice.

"Aelita," He growled, raising a sword towards her face. "it ends here,"

Aelita's eyes widen in horror as she started to take slow steps away from the newly possessed Tora. She readied an energy field in her hand not wanting to have to relive the tragedy of losing someone else to Xana.

"Aelita," Jeremy's voice echoed in her ear. "Devirtualize him and deactivate the tower,"

"You can't win this time Aelita," Tora's new voice cracked with a slight laugh. "This body will make a much better subject than your worthless friend,"

Aelita threw her attack at him only to have it deflected my Tora's sword, he grinned wickedly as he lunged knocking Aelita on to the ground and putting the blade near her throat. Bringing his sword up in an attempt to finish her, lyoko shook as static filled the area.

"Wh-what is this?" Tora's demonic voice trembled as he dropped his sword holding his head. Aelita looked to see Tora stumbling around seeming to be fighting with Xana inside his head. She could hear Jeremy trying to reach her but the static and glitches interfered.

"Sorry Tora," She said to herself raising her hand strongly to where the boy was stumbling around. She charged her attack focusing on its power giving it as much strength as she could gather before launching it at the possessed student. "Energy Field!"

Her attack landed causing Tora to fall to the ground groaning in agony as he quickly devirtualized and his virtual body disappearing. As soon as Tora was gone the static and glitching had vanished from Lyoko leaving the pink haired elf looking around to wonder what had caused it.

"Aelita, Get tot eh tower it's a few kilometers away from you," Jeremy said angered that she was taking her time.

"I see it Jeremy," She said rushing to the tower. As she enetered she ascended to the top as the inferface came to life asking her for the code in which she replied naturally "lyoko". Jeremy initialized the return trip bringing the group back to Jeremy's room a few hours before the accident at the factory.

"H-hey," Tora asked looking around confused. "How are we back here?"

"It called a return trip to the past," Jeremy said looking at him sternly. "It's what we're able to do when Aelita deactivates a tower,"

"Wow, that's amazing," Tora said thinking about it.

"No, it's not," Jeremy said his face getting more serious. "Every time we use it, it adds more power to Xana,"

"Okay," Tora said looking saddened. "Why are you so upset?"

"That's a good question; how about because we told you stay here!" Jeremy yelled after being surprisingly calm. "We lost William to Xana because of recklessness before, and now we almost lost you,"

"Hey I fought him off even after he possessed me!" Tora fought back.

"Wait you mean all that static and glitching on Lyoko was you?" Aelita asked pointing at him.

"I don't know about Static and glitches but I was fighting xana the whole time weather against William or in my head," Tora said looking at the group.

"Well whatever it was you're not going back to Lyoko," Jeremy said turning back to face his computer.

"Whoa, so you're not even gonna let me help you anymore?" Tora asked shocked at Jeremy's response.

"No, we all promised we wouldn't bring anyone else into this after we lost William," He said typing in to his computer.

"Wait, Jeremy maybe he has powers that the super computer couldn't elaborate," Aelita said walking over to him. "We could use him and train him, then when Xana attacks he can help,"

"I said no and that's it," Jeremy answered still focused on his work.

"Jeremy think about it," She pleaded.

"I said NO!" Jeremy yelled.

Aelita scowled angerly as she slammed his desk causing Odd and Jeremy to jump as Yumi and Ulrich looked to Jeremy and Aelita in fear.

"When are you going to learn to take some chances and get your head out of your work you idiot?!" She cried before running out of the room.

Tora sat on his bed ashamed after seeing Aelita run out of the room, Odd Ulrich and Yumi slowly filed out Odd Turned to Tora just before leaving though giving him a concerned look.

"You may think this is awkward I'd hate to be in your shoes," He whispered. "You have to sleep in the same room as a guy who pretty much hates you now,"