The energy from the dance was raising by the second. Everyone was having a good time except for four teens that slouched against the wall. They all shared a mixture of anger and worry as the leaned and watched as countless people passed them. One blonde noticed them and with a grin on his face waltzed over to his friends.

"Hey, why aren't you dancing?" he asked, getting closer to them. His smile faltered as he noticed the intense glares coming from their eyes, even Aelita didn't welcome his presence.

"You know Odd your grades might not be very good but I wouldn't have guess you were this stupid!" Yumi said, jamming her finger against Odd's chest.

"What? Why are you all mad?" Odd asked, confusing flickering in his blue eyes.

"Haven't you noticed someone isn't here?" Jeremie snorted. Odd took a few moments to look around, his eyes scanning everyone's faces.

"Where's Lily? I thought she was looking forward to this."

"She was until she saw you kissing that girl." Aelita said, her glare deepening.

"She-she saw that?"

"Who didn't see it Odd?" Jeremie said.

"So where did she go?"

"She went back to her room and if you know what's right you won't follow her, she wanted to be alone. Odd, honestly, I'm really disappointed in you." Ulrich said, leading Yumi away from the blonde before she killed him. Odd opened his mouth to explain himself but closed it when he noticed everyone leave.

"Man, I didn't want this night to go like this at all." he muttered to himself.

"Hey Odd what's wrong?" the girl he had been dancing with waltzed over to her date, a smile on her face.

"Listen Jessica, something came up and I really have to deal with it. I'm sorry."

"You're sorry? You leave me half way through prom and you're sorry?"

"Well this is really important, I have to deal with this."

"And what is so much more important than me, your girlfriend?"

"My friend is really upset."

"Your ditching me for your friend?"

"I'm not ditching you, I'll be back as soon as I can and if the dance is over before that then I'll make it up to you I swear."

"Ugh you are always doing this. You come up with an excuse to leave and then you hardly ever return. You know what if you don't want to be in this relationship, fine it's over." Jessica whipped her hair in Odd's face before walking off. Odd shook off his recent break up and left the dance.

When the doors closed behind him, Odd sprinted towards the dormitory. He climbed the stairs as fast as he could and ran all the way towards her room. Odd bursted through the door and looked around. The room was dark and untouched. There was a pile of clothes littering the floor and Odd noticed that Lily's bed was still made. Odd turned around and looked down the hallway, he knocked on the bathroom doors but Lily was no where to be found.

Odd pulled out his mobile and dialed her number. He heard it ring over and over before redialing, still no answer. Odd decided to call Aelita, hoping she was with the pinkette. The call went straight to voice mail and so did all the other's.

"Just great, right when I need them they don't answer. Well only one other place she could be." Odd headed towards the forest and entered the sewers, heading towards the factory. Millions of things raced through his mind as he ran. Sweat broke down his face and his legs began to feel heavy as he continued to run. Odd slid down the ropes and into the elevator, he rode it down to the computer lab and instantly jumped onto Lyoko. He called out her name tirelessly but she didn't respond. He typed in the only codes he knew and prayed that one would find her.

"Odd what're you doing?" Jeremie's voice sounded behind him and Odd nearly fell out of the chair from shock.

"I'm trying to find Lily, I checked her room and she wasn't there."

"So you think she's on Lyoko?" Aelita asked as Jeremie took his spot at the computer.

"Well it's the only other place she would go. I have to go get her Jeremie, please." Odd begged.

"I hope she's not in any danger." Yumi said, her glare destroying the boy.

"Well Odd was right, Lily is on Lyoko but she doesn't appear to be in any danger." Jeremie said, typing away at the keyboard.

"I'll go get her, where is she?" Odd said, determination in his eyes.

"The Mountain Sector, she's in a tower and you can't get in unless she gives you permission to enter."

"Well he can if I let him in. All I have to do is be there." Aelita said, smiling at her friends.

"But what if X.A.N.A attacks you?" Yumi pointed out.

"I have my energy blasts and if X.A.N.A hasn't attacked Lily yet then I doubt he'll attack him." Aelita said, before anyone was able to reply to Aelita there was a scream from the computer.

"Jeremie what's going on?" Odd asked as everyone began to crowd around the monitor.

"The tower Lily is in is being under attacked, by William."

"We need to head out now!" Ulrich said as they began to head towards the scanners.

"Alright be ready for a fight." Jeremie began to virtualize his friends onto Lyoko. They all made it safely to find William swinging his sword as fast as possible at the tower, lowering its defenses.

Inside the tower Lily tried to stay as stable as possible while the tower rocked back and forth from each attack. She helplessly cried out for help but it seemed as though she was on her own. Lily held out her palm and tried to focus her energy, Aelita told her that she had shot at them with a blue energy orb when she was possessed by X.A.N.A. Lily closed her eyes and focused as much as she could. She could feel a warmth center in her palm, when she opened her eyes she saw the orb float just above the surface of her skin. A smile crossed her lips as Lily ran out of the tower, the orb gaining more and more power.

Lily found William fighting off Ulrich, Yumi and Odd, she closed one eye, took aim and fired. William stumbled forward and looked over at his shoulder in anger. With a smirk still on her face Lily fired another orb towards him, William jumped to the side to dodge it. He then got to his feet and headed straight for the girl, his sword ready for attack. Lily got in a defensive position but instead of hitting her his sword William surrounded Lily in thick smoke.

Lily coughed several times before the smoke dispersed and found William's sword hitting her in the stomach. She was knocked back several feet and continued to cough. William walked towards her a smile on his face as he raised his sword for one more attack.

"Lily, get back in the tower!" Odd screamed blocking William's attack with his arrows. Odd stopped between Lily and William.

"Odd's right, hurry Lily!" Jeremie screamed over the microphone. Lily obeyed his order and headed back into the safety of the tower.

"I'm really happy to see you guys!" Lily said as she sat in the center of the tower.

"What are you doing on Lyoko, Lily?"

"I was upset so I came to clear my head. I didn't think William would attack me."

"You shouldn't go alone, Lyoko is still very dangerous."

"I'm sorry."

"It's alright and its seemed that William retreated."

"So I can come out?"

"Not yet." before Lily could ask why someone entered the tower. The first thing Lily saw was purple ears and the tail that swung side by side. Odd stood in front of Lily, his face was flushed and he looked ready to vomit.

"Odd." she breathed, anger boiling inside her.

"Lily, please just hear me out."

"Why should I?"

"You don't have to but please. I'm really sorry I hurt you."

"Well sorry isn't good enough Odd." Odd took a few steps closer to Lily and cupped her hands with his.

"I know and I hope you'll let me make it up to you."

"Well, I don't know yet."

"Please, I' really really really sorry."

"Yeah, well who was that girl?"

"Her name is Jessica, I've liked her for a while now and we started dating a few days before you passed out. Well we used to date."

"Used to?"

"Yeah, when I heard you were upset I told Jessica that I had to find you and she dumped me because of it."

"Oh."

"It doesn't matter, I realized when we started dating she's not the one for me. She is way to bossy and- hey what are you doing?" Lily had removed her hand from Odd's and began to create an orb in her palm. Lily didn't reply to Odd she only aimed the orb at herself and shot, devirtualizing before Odd could say anything else.