EDIT: Plot hole fixed. Odd was devirtualized, then suddenly back on Lyoko. What the heck was I thinking?

Well, here's chapter three! It's very different from the original chapter three, as it contains half of the original chapter 2. This is also the first chapter that shows a major overhaul of the plot.

Also, for those of you who read the original, I'm changing Kirsten's Lyoko clothing. It was too simplistic before, so I redesigned her outfit and gave her a different weapon. Maybe I'll add something in the end that explains why her costume is different in the sequel, though I might rewrite that at some point too. Definitely not for a while though.

So, go read the chapter! Oh, almost forgot: I don't own Code Lyoko, but Kirsten is mine. If you take her, you die. I'll sic XANA on you. Seriously. I'll use my nifty Author Powers to possess somebody and have him or her kill you.

What? I'm serious!

Anyway, on to the chapter.

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Chapter 3 – A Change of Memory

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Sissi's face, which was already red, turned a dangerous shade of purple. "You…" she muttered. Then she completely lost her temper. "YOU'LL REGRET THIS!" she yelled right into the new girl's face. "I'M LEAVING! GO GET LOST ON YOUR OWN!"

Kirsten laughed as Sissi started to walk away, then suddenly stopped as she realized her mistake.

"Wait!" she called out halfheartedly, but Sissi was already gone. "Damn it. Now I can't find my dorm."

She stood there, completely lost, until she heard two people walk up behind her. She turned around and saw a boy with spiky blond and purple hair and purple and yellow clothes standing next to a brown-haired boy wearing all green.

"Hey there!" the blond one said. "Are you new?"

Kirsten, who had been staring at the blond in wonder, blinked and nodded. "Uh, yeah," she muttered. "I just arrived this morning. Some girl named Sissi was showing me to my dorm, but I made fun of her and she left." She continued staring at the strange boy.

"Oh, I'm so sorry," he said as the brunette waved to him and walked off down the hall. "Your welcoming committee was Sissi, of all people? You must hate this school already!"

She laughed. "Well, my opinion can be changed," she said. "What is your name?"

"I'm Odd," he said. "Odd Della Robbia. The guy who just left is Ulrich Stern. You're Kirsten, right?"

She raised an eyebrow, confused. "Do I know you?" she asked. "How do you know my name?"

Odd looked panicked for a moment. "Um...uh...I heard Principal Delmas mention that you would be coming the last time I was sent to his office," he said, quickly coming up with a story.

She shrugged and nodded. "Okay then. Do you know where room one-ninety-four is? It's my new dorm."

Odd grinned. "Of course! One of my friends has that room. It looks like you're roommates!"

"Oh," Kirsten said with a sigh. "Darn. I was hoping for a single room."

"Don't worry," Odd reassured her. "You two will be good friends in no time! She just moved here a couple months ago, so you two already have something in common!"

She smiled and let her new friend lead her towards the dorms.

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When Kirsten knocked on the door after Odd said goodbye, the girl inside opened it. Kirsten was about to introduce herself when she noticed the girl's vivid pink hair.

Woah! That's a bright color to dye your hair, she thought. What's with the weird hair here? First Odd's purple spot and giant spike, now this girl's pink hair.

"Hello!" the girl said enthusiastically. "Welcome to Kadic, Kirsten!

"Huh?" Kirsten muttered, jerked out of her thoughts. "How did you know my name?"

The girl froze for a second. "I got a note from the Principal about you yesterday," she said after a moment's hesitation. "You're my new roommate, right? They already brought your stuff up. It's all on top of the other bed."

How does everybody know my name? Kirsten asked herself. "Oh, okay," was all she said out loud. She walked in and rifled through her boxes quickly, pulling out a small locket and hanging it around her neck. Then she started opening boxes and unpacking her stuff.

Two friends already, she thought as she unpacked. Three if you include that "Ulrich" guy. Maybe this won't be so bad after all.

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Two days later, Kirsten wandered back to the dorm and flopped down on her bed breathing heavily.

"Who knew that overweight gym teacher had it in him?" she asked herself.

"What do you mean?" Aelita asked her as she entered the room.

Kirsten sat up and wiped her forehead. "Odd and I..." she started, only to pause and gasp. She pulled out a water bottle and took several gulps, then tried again.

"Odd and I played a joke on Jim," she said. "We poured liquid soap in front of the gym entrance, and he slipped and had a very spectacular fall. I thought it was funny, and so did Odd, but Jim didn't seem to take it too well. He chased us all the way into the forest until we hid in a tree."

Aelita laughed. "You've been here all of two days," she said, "and you're already playing practical jokes with Odd?"

Kirsten shrugged, a huge grin on her face now that her heart had slowed down to a normal speed. "It's what I do," she explained. "I've been a joker ever since I was in elementary school."

A door slammed and Jim's voice could be heard from downstairs. Kirsten swore several times in English and sprinted out the door, while Aelita laughed harder.

"Aelita? What are you laughing at?"

She stopped and opened her eyes to see Jim standing in the doorway.

"Um..." she muttered. "Nothing. Why?"

Jim just shook his head. "No reason," he muttered as Aelita tried to hold in her giggles. "Have you seen Kirsten or Odd lately?"

Aelita shook her head and Jim ran off. Only when he had left the hallway did she break out into laughter again.

After it got dark, Kirsten climbed in through the window. Aelita was working on homework when she heard the thump behind her. She tensed as she spun around and saw her roommate standing there.

"Um...Kirsten?" Aelita asked. "Why did you come through the window?"

Kirsten heaved a few deep breaths, leaning against the wall. "Jim...was waiting for me...by the doors..." she said between gasps.

"But this is the second floor," Aelita replied. She was worried. What if XANA had possessed her?

Kirsten gestured out the window and Aelita saw a rope hanging from the ledge.

"Oh," she said, impressed. "Well, I have to go to a friend's room. Do you want to come?

"Nah," her roommate replied. "I really have to start working on my homework. I can't believe I put it off until Sunday!"

Aelita nodded and left as Kirsten opened her backpack.

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Kirsten sat down and pulled out her Chemistry homework. She took one look at the reaction problems outlined on the page, and stuffed it back into her backpack, choosing instead to work on an English essay.

The brunette cursed in English again when the desk light went out. She was about to stand up and go look for a new light bulb, when she noticed smoke pouring out from the light.

She stood up and backed away, wondering what had happened to her light. Where had that smoke come from?

She was about to open her door and run when the smoke shot towards her and in her mouth. Then she fell to her knees and everything went black.

Her body stood up, but she was not the one controlling it. XANA had taken her body and her mind from her, leaving her unconscious.

She stood up and jogged towards Jeremie's dorm.

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"So, I was thinking we could go to sector five again tomorrow," Jeremie said to Aelita. They were both sitting in front of the computer in his dorm.

Aelita nodded. "Good idea," she said. "XANA shouldn't attack for a few more days at least."

The door flew open and slammed into the wall. Jeremie and Aelita both looked up to see Kirsten standing there.

"Who's that?" Jeremie asked.

"That's my new roommate, Kirsten Anderson," Aelita answered. "I told you that, right?"

Kirsten stepped forward and smirked. In less than a second, she had knocked Aelita unconscious, picked her up, and left. Jeremie slammed a fist on his desk, picked up his cell phone, and ran after the two girls, already calling Ulrich.

"A couple days," he muttered as he dialed. "A couple days, she said. I wish."

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"I love you, Ulrich," Yumi told her new boyfriend. They were sitting on a bench near the park, under one of the many lights illuminating the campus after dark. They were both still thinking about their first kiss. Sure, it never technically happened due to the XANA attack and return in time, but they still remembered it, and were still dating.

"I love you too, Yumi," Ulrich said with a smile. He leaned towards her and kissed her.

It was going to be a quick kiss, but Yumi put her hands on the back of Ulrich's head and held him there, about to deepen the kiss when Ulrich's phone rang. Ulrich pulled back and swore, muttering "every damn time!" as he answered it.

"Hello?" he asked the person on the other end of the call. "Jeremie? What...already? It's only been two days! Yeah, I know her. She's Aelita's roommate...fine, I'm on my way."

He hung up and turned to Yumi. "XANA possessed the new girl I told you about. She knocked out Aelita and is on the way to the factory."

Ulrich fished out a couple flashlights from his pocket and tossed one to Yumi. "I brought these in case we needed to find our way back to the dorms in the dark," he explained when he saw Yumi's quizzical expression.

Yumi nodded and switched on her flashlight as she ran into the forest, Ulrich hot on her heels.

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Odd was wandering through the pitch-black forest when he heard a twig snap behind him. He turned around and pressed a button on his cell phone to light up the screen, creating a very dim flashlight so he could see. He saw Kirsten run past, an unconscious Aelita under one arm.

"No way she's strong enough to carry Aelita," he muttered. "Damn it XANA! Give me a break!"

He sprinted after her, yelling until she turned around to look at him. One glance at her eyes confirmed his suspicions.

"XANA? Why don't you ever just give us a break?" he asked his possessed friend. "Seriously, you attack all the time. What's with your world domination thing anyway? Why can't you do something more constructive? You should take up knitting or something!"

Kirsten didn't reply. Instead, she leapt up into the air and spun, lashing out with a foot. Odd dodged the flying kick and tried to punch her, but it just went through her face and he stumbled, tripping over a root that was impossible to see in the dark and falling all the way through her body, landing flat on his face behind her.

She spun around and picked him up by the collar of his shirt with her left hand, dropping the unconscious Aelita on the ground. Her right hand clenched into a fist and started sparking. Small streaks of electricity leapt from finger to finger as she opened her hand and slammed her palm into Odd's chest.

Odd flew fifteen feet and landed by a tree. He tried to land on his feet, but he heard his ankle crack before collapsing to the ground in pain. He had fractured his ankle, maybe even cracked a couple ribs.

He stood up on his right foot and found a branch to use as a crutch. He pulled himself up and limped as fast as he could towards the factory, bolts of pain shooting through his ankle and chest.

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Ulrich and Yumi climbed out of the sewer just in time to see Kirsten run into the dark factory, Aelita tucked under her arm. They followed, swinging down on the ropes and running towards the elevator, but it was already going down. Ulrich leapt and landed on top of the elevator, then caught Yumi when she jumped. They tried to open the panel to get into the elevator, but it was sealed shut. The elevator stopped at the scanner level, so Ulrich climbed up the ladder for a few seconds until he reached the control room.

He turned around to pull Yumi up onto the ledge, then entered the code in the keypad to the side. The doors opened and he pulled her into the room just as the elevator started going up and the doors closed again.

Without saying a word, they ran over to a trap door in the metallic floor of the room and opened it, climbing down to the scanner level just in time to see two of the scanners close. Ulrich caught a glimpse of Kirsten's face as the doors closed. Aelita was obviously in the other scanner.

"Why is Kirsten in the scanner?" he asked himself.

"How do you know that girl's name?" Yumi asked.

"She's Aelita's new roommate," he explained. "You and Jeremie are the only ones who haven't met her yet. She arrived after dinner on Friday."

She nodded and pulled out her cell phone to call Jeremie.

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The genius in question was panting in the elevator as it went down. The doors opened and he ran towards the computer. "Scanners!" he shouted to Odd, who was waiting in the elevator. He was too worn out to use complete sentences.

The purple-clad boy nodded as the doors closed. When the doors reopened, he was at the scanner room. Yumi, about to dial Jeremie's number, put the phone back in her pocket.

"Ulrich? Yumi? You're already here?" Jeremie asked over the loudspeaker. He could see them on the security cameras.

"Yeah," Ulrich said. The microphone in the room picked up his voice and sent it to Jeremie's headset. "Aelita's already in Lyoko. The girl XANA possessed also got virtualized."

"Hmm...what is XANA up to?" Jeremie wondered out loud. "No matter. Get in the scanners you three. We need to hurry. I have no idea what XANA can do with one of his pawns in Lyoko."

Instead of answering, the three teens ran into the scanners.

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Aelita opened her eyes as her body went numb. She realized she was in Lyoko, and managed to barely land on her feet. She looked up to see somebody else virtualizing. The new person dropped to the ground, and Aelita gasped when she saw who it was.

Kirsten was standing in front of her, wearing black and red. She had a black tank-top with a red XANA symbol in the center of her chest. It ended just above her belly button, leaving an inch or two of skin between it and her black jeans. She had a silver belt with a red gem in the center and a silver earring with a red gem in her left ear. Black gloves covered her hands but left her arms bare, and black boots covered her feet and shins under the jeans. There was a naginata, a black five-foot pole with a slightly curved three-foot metallic blade on one end, attached to her back. Her pupils still showed XANA's symbol.

Aelita was about to scream and run, but XANA's pawn was too fast. She cut off the elfin girl, grabbing her arm to hold her still. With her other hand, she pointed in front of her, and something that looked like a hang glider with small jets on each side appeared. She grabbed on, made sure her hold on Aelita was secure, and flew off into the sky just as Ulrich, Odd, and Yumi dropped to the ground.

The vehicles materialized in front of them, and they flew off to follow Kirsten. They reached the edge of the sector just in time to see the transporter engulf the two and send them to Carthage.

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The moment the three Lyoko warriors arrived in Carthage, Odd collapsed to his knees, as usual, his hands holding his stomache.

"Feeling sick, Odd?"

Odd looked up and nodded. By the time the dome stopped spinning and a door opened, he was feeling better. They ran out the door, waited for the wall to open, then sprinted down the stairs, heading into the maw that was Carthage.

They reached the first room and saw Kirsten disappear through a doorway on the other side. Odd went after her, but Ulrich pulled him back as the panel he was about to step on disappeared, leaving a huge hole in the floor.

"Thanks buddy," Odd said. "I was almost dead meat there."

"No problem," Ulrich replied. "Supersprint!"

He disappeared in a flash of light and reappeared in the doorway on the other side. A straight line of panels between the doors fell into the void.

Odd smiled and climbed up onto the wall, which had enough protrusions and indentations for him to traverse the entire wall. He began to make his way towards the other side.

Yumi grabbed a part of the wall that was jutting out and flipped up on top of it. She ran to the end of the protrusion and leapt into the air, flipping before landing on one of the floor panels. By the time it fell, she had already jumped to grab another protrusion. She and Odd reached the other doorway at the same time, and followed Ulrich deeper into sector five.

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"Kirsten!" Aelita yelled. "Kirsten! Stop! I know you can hear me!"

"Kirsten can hear nothing," was the reply. It sounded like Kirsten's voice, but with a mechanical buzz. "I believe you humans call her current state unconsciousness."

Aelita closed her eyes, surprised. XANA almost never spoke through its possessions. So, she decided, that won't work. She would have to try something else. She started to sing.

Kirsten reached out and covered her mouth with her free hand. Aelita's singing cut off and she cursed. XANA knew her strengths too well.

They reached the terminal outside of the sphere of sector five. Kirsten dropped Aelita and gestured towards her. Black ropes of energy appeared in the air and tied Aelita to the platform. Kirsten stepped over her and touched the screen at the edge of the platform.

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Ulrich was the first to reach the outside of Carthage, followed by Yumi and Odd. They saw Aelita tied to the platform with some kind of black rope, and Kirsten was walking over to her and kneeling. She pressed a hand to Aelita's forehead.

"Goodbye, you pesky little creature," she said with a mechanical voice. A black aura encased her hands as Aelita screamed in pain.

"SHE'S KILLING AELITA!!!" Jeremie yelled when he saw a window appear on his screen. His voice reverberated and echoed throughout Carthage, causing Kirsten to look up. Her XANA-shaped pupils met Odd's blue-purple eyes.

"KIRSTEN!!!" Odd yelled. "I KNOW YOU'RE IN THERE!!! FIGHT IT!!!"

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Everything was dark. She felt like she was in an empty room with no windows or lights. She tried to stand and walk, but she was frozen in her kneeling position. She couldn't even move her head or her eyes.

Suddenly, two of her senses were flooded with input. She could suddenly see a gigantic blue sphere in front of her. She was kneeling next to Aelita. Ulrich, Odd, and some other girl she hadn't met were standing a few feet away. All four of them were wearing strange costumes.

She could suddenly hear at the same time. She heard some boy yell something about killing Aelita. Her head moved up and her eyes moved to meet Odd's eyes, but she hadn't moved anything at all.

"KIRSTEN!!!" he yelled. She would have jerked suddenly, but she couldn't move. "I KNOW YOU'RE IN THERE!!! FIGHT IT!!!"

She wanted to say that she was right there, but she couldn't move. Her mouth remained closed. Her head moved back down so she was looking at Aelita. Kirsten looked at her hands and saw a black aura covering them as they rested on Aelita's forehead. It was the same aura that held Aelita down to the floor.

No...what's happening to me? she wondered. Why can't I move?

You're awake. Why?

Her inner self tensed at the words. She saw black smoke in her mind, forming the shape of a person. It was the same black smoke that had come out of her lamp.

Correct. Now answer my question. Why are you awake?

I don't know. You can hear my thoughts?

Yes. How do you not know? It is a part of you.

I don't know everything about myself.

Impossible. You must know yourself. But if you will not tell me, I will have to find out for myself.

Oh yeah? Well, what are you?

I am me. I am the ruler of this world, and of all worlds connected to it. All but one. That world is your world.

Other worlds?

Yes. This world of Lyoko, as well as other large worlds like Google and Yahoo.

Kirsten's inner self started laughing. Oh, I see what you are. You are a virus.

I am merely me. Now I will find out what you are.

Kirsten screamed in her mind, as she couldn't scream with her own mouth. It felt like a spike was being driven into her skull. It hurt so much she couldn't even think. She could still see though. She saw Odd approaching her slowly. She saw one of her hands raise up and hit him with a bolt of black energy. She saw him fly back and crash into the other two.

You're hurting my friends! she yelled in her mind.

Friends? I see no meaning in that word.

You'll pay for this.

With that thought, she looked around her prison, seeing the black smoke that she was now intimately familiar with surrounding her, cutting her mind off from the rest of her body. She searched carefully, probing the dark barrier, careful to conceal her thoughts as well as she could. If she could just find a way out...

Suddenly, the virus, which she somehow knew was called XANA, raised her arm and shot Odd again. His body lost its texture, turning into a wireframe which quickly disappeared.

YOU KILLED HIM!!! she screamed in her mind. That was the last straw.

She gathered her energy and threw herself at the barrier, but it didn't budge. She continued battering it to no avail. Eventually, her mind was exhausted, and she could barely muster up enough energy for one strike.

Suddenly she noticed a small hole in the barrier. It must have been how she was able to see and hear what was happening around her. She gathered up the rest of her energy, prepared to throw it all into this last strike.

"Aelita's almost dead!" a voice shouted. That was when Kirsten got pissed off. XANA had killed her first friend, and now it was going to kill her roommate? Not if she could help it!

She threw herself at the hole in the barrier. It widened enough to allow her through. Immediately she regained control of her body and stood up.

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The others all gasped as Kirsten groaned, still in that mechanical voice, and grasped her head. Suddenly, there was a flash of light. When he could see again, her costume had changed. It was a deep blue now, instead of black, and had a white image of the moon on her chest instead of the XANA symbol. The gems in her belt and earring turned blue as well, and her gloves and boots turned white. The naginata on her back now had a pale wooden handle. She stood up.

"Kirsten?" Aelita asked from the ground. Kirsten smiled.

"Yeah," she said. "Can somebody tell me what the hell happened to me? What's going on? Where are we? Who's this other girl?"

Then she remembered what she had done. "Oh my god, Odd," she whispered.

"Don't worry Kirsten," Aelita said. "You didn't kill him. He's perfectly fine. He's just not here."

"Of course I'm fine!" Odd yelled from nowhere. Kirsten whirled around, but didn't see them.

"Odd?" Kirsten asked. "Where are you?"

"You can't see me, but I'm talking through a headset. I'm perfectly fine. In fact—"

"Jeremie," the unknown Japanese girl interrupted, "now would be a good time to return to the past. We probably already missed one of Jim's dorm checks, and we don't want this...Kirsten...to remember anything."

"Of course. The tower was deactivated when Kirsten fought off the possession. Return to the past now!" another voice said.

"What?" Kirsten asked. "What's happening?"

A white light came from nowhere and consumed the world before a single one of her many questions was answered. She thought she heard somebody say something about remembering something, then everything went black.

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"Hi Kirsten," Aelita said when she heard a thump behind her.

"Hi Ae—" Kirsten said, before cutting off. She looked around. "What happened?"

Aelita spun around, surprised. "What do you mean?"

"I...I don't know..." Kirsten said. "I thought I already did this. Then you left and went to somebody's room, and then something happened, and then I was in some strange world and you were..." she trailed off, a sheepish grin appearing on her face. "I sound ridiculous, don't I? It must have been a dream."

Aelita nodded. "Yeah. I have to ask a friend of mine something. I'll be right back." She stood up and left hurriedly, leaving a confused Kirsten behind her.

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There you go, my longest chapter ever (again). This one's over 4,000 words! If I continue with this trend, the last chapter will probably be as long as the entire original Code : Changes! Anyway, with this chapter, Code:Changes Reloaded is already over 10,000 words long. One more good chapter, and it'll be longer than the original.

So, tell me what you think about this plot twist! I'll start working on the next chapter ASAP!

PLEASE REVIEW!!! Come on, it's not that hard. Just click the button on the lower left of the page, and type your thoughts about my story. Seriously, it doesn't take too much effort, right?