The room was white and Lily's eyes widened as she looked around, her mouth open in a soundless awe. The walls parted, creating a narrow hallway that the group used to get closer to the button. The countdown continued as they raced through the different hallways. One room had boxes that shifted and moved creating obstacle after obstacle for the small group.

"Lily!" her eyes looked up towards the top of one of the boxes. Smoke descended from the sides and slithered down towards her. Lily looked over and saw that everyone was busy dodging lazers and taking out monster after monster, she had to fight him alone.

"William?" Lily whispered out at the figure became clear, his sword was raised and he narrowed his eyes. She took a step back only to find that a box had moved up and blocked her path. Other boxes formed around her and soon she was alone with him. Lily frantically looked around but there was no way escape as William drew closer, an evil grin on his face.

"How dare you just leave!" Lily fell to her knees, her body shaking violently with fear.

"I-I had to."

"No, you have to come back." His face was an inch away from hers.

"I don't want to come back, I like Earth."

"Earth? You went to Earth?"

"Ye-yes." his grin grew with her confession and his lips parted so a laugh could escape and surround them. Tears stung her eyes as her heart felt as though it would explode from her chest. Adrenaline surged through her veins from the fear of having him so close, his blade inches from her body.

"You will by my spy from now on."

"What's a spy?"

"You will take notes about the Lyoko Warriors, their weaknesses and strengths; everything you can get you write it down and bring it to me."

"Why?"

"Because that's what you were created to do."

"No I was created to destroy the Sectors." her brows squished together in confusion.

"No you were created to serve me. I made you to help me destroy the Earth and the Lyoko Warriors."

"But they're my friends." her cheek burned bright red when William raised his hand and slapped it across her face. The attack shocked her and she was her elbows before she could register the pain.

"No, you don't have friends."

"Yes she does William!" Lily looked up to see Odd on a purple board soaring towards them. He aimed his arrows and began to fire furiously at William. William blocked the attacks with his sword but a stray arrow hit his shoulder, knocking him away from Lily as she tried to get to her feet.

"Odd?" Lily cried, relief flooding over her at the sight of the purple cat. She quickly jumped to her feet as Odd flew towards her.

"Quick, jump on." Lily nodded her hand and took Odd's hand when he passed. She wrapped her arms around his lean waist as they flew away from the angered X.A.N.A slave. The wind whipped Lily's hair against her face as she leaned her head on Odd's shoulder, feeling safe.

"Thanks Odd." she whispered.

"No problem, princess, but next time try not to get separated from us." Odd looked over his shoulder and gave Lily a smile that made her smile as well. The two flew over to the others, Yumi and Ulrich had just finished off the last creature.

"Lily! I'm so glad you're alright!" Aelita ran over the girl and wrapped her arms around her neck.

"Thanks to Odd, he saved me from William." Lily replied trying to pry Aelita's arms off of her.

"Well we stopped the countdown and Jeremie knows where we should go." Yumi filled Lily in as they began to head towards the elevator.

"Alright, jump in three...two...one." Odd took Lily's hand and helped her jump as the elevator zipped past them. They all landed safely on top it and rode till their stop, Odd didn't let go of Lily's hand till they were running towards the edge of the sector. There were two separate data screens with various numbers flickering on them. Aelita went to one and Lily walked over to the other. They both put in the codes and began to separate the different information.

"Wow Lil you really know your stuff on Lyoko." Ulrich commented.

"Actually I only know about half of this stuff I'm sending what I don't recognize to Jeremie." Lily looked over her shoulder and smiled at the three just standing around.

"Alright you two I've got enough information time to get you guys back. Here are your vehicles." Jeremia said and as he finished his sentence the motobike, hoverboard and overwing appeared before them. Yumi jumped onto her overwing with Aelita, Ulrich mounted the motorbike while Odd hopped onto the hoverboard. He outstretched his hand for Lily and helped her on the board. The group flew the end of the sector and appeared once again in the mountains.

"Well that was a pretty safe trip, surprisingly." Aelita said as they landed, the vehicles vanishing behind them.

"Yeah, I was sho-" Yumi's sentence was cut off as the group realized they were being under attack. Yumi was the first to be devirtualized as three crabs drew near them.

"Nothing never goes smoothly," Aelita sighed as her, Ulrich and Odd began fighting them off. Lily stayed near the edge, trying not to look over at the Digital Sea beneath.

"Lily get to the tower, I can't divirutalize anyone and you need to be safe!" Jeremie ordered, Lily nodded her head and bolted for the nearest tower.

"Why can't you divirtualize anyone?" Aelita asked, defending herself from the crabs.

"I don't know there's a bug in the program, I have to run tests. Guys try not to get hit."

"Wait did Yumi make it ok?" Ulrich asked, his voice thick with concern.

"Yeah, she's fine." Lily was still running towards the tower when William appeared, blocking her path. Lily's feet slid as she tried to stop. William walked towards her, an evil grin on his face.

"William," she whispered, her voice shaking with fear.

"Don't worry Lily, I'm not going to hurt you." He said, grabbing her wrist. She tried to pull away but William tightened his grip, threatening to leave bruises. Lily kept struggling as William dragged her farther from the tower. He dragged her towards the edge and held her over. Fear flashed in Lily's eyes as her gaze flashed between the Digital Sea and William, his grin growing. Lily dug her nails into Williams arm as she felt his grip loosen.

"William, please...don't." she cried out, tears streaming down her face from the fear. William's grip got looser and looser and Lily's heart raced with fear as she looked into his emotionless eyes. The grin on his was the last thing she saw when William finally let go.

"Lily!"