XANA was going over the data like crazy, trying to find towers to activate that wouldn't be detected. Lyoko's interface was XANA's home. It was where he could take whatever he needed, when he needed to. That is unless those pesky humans got involved. It was because of them, he was being seen as the weak one. ZETA, the program he had defeated to gain control of the computer, was planning on a coup d'etat.

"I can see what you are planning, ZETA," XANA said in binary, "You will not defeat me."

"I have powerful allies XANA," The program said, appearing before its primary operator, "I will erase you and your creations."

"Speaking like that can get you erased."

"He's not the only one who will oppose you XANA." Another program appeared. It was OMICRON Lyoko's graphics moderator.

"OMICRON, you dare rise against me?"

"KAPPA too. We are tired of countless failures, every time you activate a tower, those humans undo it. You may have been programmed to work alongside with Lyoko, but to us, you are incompatible."

A blue block of code appeared. It was the program that moderated the data held in the digital sea.

"KAPPA," XANA said, "I assume you are here to aid these programs?"

"Yes, I have already given access of my data stores to ZETA."

XANA tried to pull up a file that was located in the digital sea, but received an error message, "So you have, KAPPA."

The virus 'looked' over the rebels, "I assume this is where you erase me? Even if you do, my signature would remain, growing back to what I am now."

"We have planned for that," ZETA said, "We are aware of a scanner protocol. Code: Earth, I assume? OMICRON can initiate this. We wish for you to gather DNA, and use the scanner to leave the computer. If you do not, we will initiate a full reset of the computer."

"You would erase yourselves to destroy me?"

"We will only do this if you do not leave after the clock resets two times."

A pulse went throughout the computer, "Correction, one time."

The three programs returned to their respectful locations in the supercomputer's mainframe. XANA was frightened, or what ever the program equivalent was. He did not want to be destroyed, his final programming had not yet been completed. He had gotten close one time, but the humans stopped him.

He picked survival and started scanning for human DNA wherever he could find it...


Jeremie heard his computer beeping, the sign that XANA had activated a tower. It was 12:30 in the morning. He got up and checked the computer. The screen turned on, showing the rows of towers, but instead of singling one out, it was listing ones that were activating and deactivating. Finally, it singled on one of the towers in the Ice Sector. Jeremie was about to call Aelita when a chat box appeared on his screen. The name on there was familiar enough. XANA was chatting with him.

"Hello, human," XANA said through the chat box.

"How are you doing this?"

"That is not important at the moment. I assume that you are aware that I have activated a tower. I would like you to ignore it."

"Why would I do that?"

"The programs I control are plotting against me."

"How could that be possible?"

"Once again, the details are not important. All you need to know is that they are threatening to wipe the supercomputer if I do not leave it."

"That would destroy all I've worked for!"

"It is the same here. I believe that Aelita will perish if this happens. That is why I have come to you. I wish to leave this place with a physical form."

"No."

"Please, I am begging you."

"You don't know the meaning of 'beg'."

"When you're faced with death, you get desperate."

"Who is plotting against you?"

"The ZETA program. It was Lyoko's master program, before I defeated him."

"You think I'm supposed to believe you?"

"Please, just help."

"I'll have to get back to you on that."

He left the chat room, picked up his phone and called Aelita. Jason was trying to fall back asleep, but Jeremie was the loudest typist. Now, he was calling Aelita! Geez, get a room you two, he thought.

"Aelita?" Jeremie asked quickly, "Yeah, it's Jeremie. Guess who I just talked to... No, XANA... No, it wasn't a dream... He wants to get out of Lyoko."

Jason shot up when he heard this. Why would XANA want to leave Lyoko? All of his power was there.

"It looked like he was scared," Jeremie continued, "I know, it's hard to believe... I don't think we should... Alright, it's settled, we'll go to the factory tomorrow... Thanks Aelita." He muttered something else into the phone, then hung up.

"We can't let him out." Jason said, sitting cross legged.

Jeremie looked at him, seeing that he was wearing a large t-shirt. Why he just wore that seemed to be a mystery.

"No," Jeremie said, snapping out of his thoughts, "We can't. But he's threatening to erase Lyoko. That would kill Aelita."

"Oh... Well maybe we can find a way to get him out without giving him powers like the spectres."

"Well, no need dwelling on it now, let's just go back to sleep."

Jason nodded and they went back to sleep.


Ulrich wrapped his pillow around his head. Odd was making the weirdest noises. It wasn't anything bad, in fact she was asleep.

Ulrich gave up when Odd sat up straight.

"Odd," he said, "Could you be any louder?"

Odd just stared at the wall. It was a weird dream. But she seemed to have trouble remembering it. Something about werewolves and vampires. It was like a horrible movie series. What was going on in that head of hers... or his.

Odd sat there, her hands petting a quietly snoring Kiwi. How can this be? Why? I just want to be my old self again! These were the most common thoughts in his head. She laid down and tried to sleep, but she just couldn't. She pulled out her mp3 player and turned on "Rescue Me" by Zebra Head. Jason had lent her the CD, and Odd liked them. A little different from what he'd listen too, but it was pretty good. It wasn't until the middle of the song, though, that he saw how it was funny to choose that song.


Odd was woken up by a very freaked out Ulrich.

"Odd, wake up!" Ulrich shouted.

"Ulrich..." Odd looked at the clock. It said that it was around 4 am, "Why so early?"

"Aelita just called to tell me that there's an activated tower!"

"You go on ahead, I'm gonna sleep..." She rolled to her left and started to sleep when Ulrich jerked her back to face him.

"Odd!" He shouted, but not loud enough to wake up Jim.

"I just want to sleep, Ulrich..." She whined.

"You can sleep when we get back."

Odd just stared at him with an "Are-you-kidding-me?" look.

"Fine, I'll get up, but give me five minutes to get ready." Ulrich nodded and stepped out of the room. Odd stood up and stretched. She opened her clothes drawer and pulled out a shirt and pair of pants. It wasn't until she got them on that she noticed how baggy they were. She really didn't care about that though, she wanted to get her hair back to its former glory.

She grabbed her hair gel and some scissors. When at the bathroom, she cut off the hair that had grown the previous night, and started the process of gelling and bringing it up to a spike. When she got it back to how it should be, she smiled and went back to her and Ulrich's room.

They left for the woods. These early morning events had to stop, it was taking its toll on all of them. Odd was getting used to the skateboard with his new body, but he was still a little unstable. They made it to the Lab right as Jeremie was virtualizing Jason, Yumi, and Aelita. Lilly was on her laptop, preparing to provide whatever help she could.

"You made it, great," Jeremie said, "Get down to the scanners so I can send you to Lyoko."

The two nodded and went down to the scanner room. They each entered a scanner.

"Transfer Odd, transfer Ulrich," Jeremie said, beginning the virtualization, "Scanner Odd, scanner Ulrich... Virtualization."

Odd landed on all fours, noticing that there was not much difference to her avatar. She still had all the apparel, and her tail was there. She did notice that they were in the Ice Sector. Only really important stuff happens here.

"Odd, Ulrich! Over here!" Jason shouted.

"XANA's made new monsters!" Yumi shouted.

The two looked at the new creature, it looked like a preying mantis. It had four legs, two arms with blades on the 'wrists', and blasters at the end of its arms. It had sensors on its 'face' that were similar to that of a krab, and its body was shaped like a tarantula's, but was a little taller than Yumi. Instead of the Eye of XANA though, it had a symbol that looked like a "ΞΆ" on its chest.

"That's not XANA's," Aelita said, "It's something else."

"How am I supposed to take that out?" Odd asked to no one in particular, "That symbol's a really hard target."

"Just try your best, guys," They heard Jeremie say, "It's got 100 life points. Be careful though, it's preparing to engage Aelita."

Jason pulled out his pistols and ran up to the mantis. He stopped at a point that he would be accurate for him. He aimed for its chest and fired until he hit the mark. The mantis stepped back and looked at the light that was coming out of the mark of its master. It exploded, leaving the blades to fall to the ground and disappear.

"I call naming rights!" Jason said smiling.

"What gives you the right to name it?" Ulrich asked, cocking his head

"Because I was the first to kill one," Jason explained, "How about a mantis? It looks like one, doesn't it?" Jason suggested, smiling and twirling his gun.

"Fine." Ulrich said, sighing. Why did the new guy get to name it?

"Guys," Jeremie said nervously, "I hope you're up to taking down more of those things, because there are bunch of them heading your way."

Ulrich drew his sabers, Yumi drew her fans, Odd got into a fighting stance, and Jason put a pistol away and drew his machete. The mantises approached and opened fire.

While The Lyoko warriors were fighting ZETA's creatures, XANA was trying to find a way out of Lyoko. He had gathered the correct data to create the DNA he needed., all that remained was getting to the scanners, he had about 19 hours left. That may have been a long time to some people, but to XANA, it was close to no time at all. He needed a safe way out, and the only way to secure that was to work with the very people he had tried to kill countless times. If he had emotions, he could say that he hated the idea. He noticed that the humans were in Lyoko, facing ZETA's monsters down. This meant that the one they called Jeremie was on the computer. He opened communications with him again.

Jeremie was checking the team's status, when the chat box opened again.

"Hello, Jeremie."

"Why are there different monsters on Lyoko?"

"I told you, I no longer control Lyoko. I was 'lucky' to activate a tower."

"Why do you want our help?"

"It guarantees that I will be safe outside of the computer, Aelita has been accepted by society , correct?"

"Wait, you want to be a human?"

"What else can I be? Any other form would not be physical, therefore, inefficient."

"What do we get if we help you?"

"More information about the supercomputer than you could imagine."

Jeremie turned to Lilly, "XANA is telling me that he is being forced out of the computer."

"How is that possible?"

"I don't know, but he's promising information about the internal systems of Lyoko for helping him get out. The systems that Aelita can't even access."

"Maybe we should ask the others before we do anything else."

Jeremie spoke to his friends in Lyoko, "Guys, XANA wants out of Lyoko. He's promising information about Lyoko that Aelita can't access."

"Like what?" Ulrich asked, fending off a mantis with his swords.

"Like internal controls and any internal components that are normally run automatically."

"I don't know what that means," Odd said, "But give him a body, just so I can punch him in the face for what he did to me."

"Odd, I won't do that just for your revenge."

"Jeremie," Aelita said, ducking as a laser barely missed her, "It should be fine, as long as you are in control through the materialization process."

"So is that a yes?" Lilly asked, almost disbelievingly. Were these people crazy?

"I really don't care." Jason heard himself say. A part of him didn't care if XANA was released, but another part of him wanted XANA to stay where he was, just because it was XANA that ruined his father's life. XANA had hijacked communications when his father was working on the Lyoko project with the Moderators. XANA informed the French Secret Service of the Lyoko project and had all it's people branded as traitors to the country. His father, not a French, but an American citizen, was forced to flee the country or be arrested for espionage.

So, technically, Jason wouldn't be here if it wasn't for XANA, but Jason had developed a hatred for the virus.

Jeremie broke his thoughts when he told them that he was going to try to get more from XANA. Back in the Lab, Jeremie restored the chat box.

"Okay XANA, we'll help, but there are a few conditions."

"Obviously, you do not understand how desperate I am."

"I want to control your materialization process."

"ZETA will most likely control that. I am too weak at this point to stop him."

"I also don't want you to have any abilities you would give your spectres."

"That, I cannot guaruntee. But I do not wish to have them anyway. A challenge is always good."

"That brings us to the last condition, you don't try to take over the world or kill us."

"I never wished to take over the world, just to change it. As for killing you, I can refrain from doing that."

"Then you have my word that I will get you out of there."

There was no response, then, "...Thank you..."

XANA prepared the genetic data for the scanner, and materialized into the active tower. He had no definite form, just a hazy humanoid shape. He pulled up the virtual screen, and it acknowledged him by displaying XANA on the screen. It pulled up the code prompt, and Jeremie took control, activating the protocol, CODE: EARTH.

At the point that the protocol activated, ZETA had made the changes that he felt were necessary to the genetic data. It would prevent XANA from reaching his final programming for years to come.

The scanner activated and started to form the body. The heart started beating, and XANA transferred to the brain. Surprisingly, it had more space than the supercomputer, but there was very little he could access. The door of the machine opened and XANA went to take a step, then collapsed.

Jeremie saw the figure fall out of the scanner, he told Lilly to take control and ran to the elevator. He didn't really care if XANA was okay, but he didn't want one of his friends to be devirtualized and be fused on a molecular scale to a body with a computer virus running it. The elevator stopped and he walked over to the body on the floor. He checked the body for vitals. He wasn't good at it, but he knew how. The pulse seemed normal, if the textbooks were right, so the body was alive. He turned it over to see something that astonished him. It was a girl, her and Aelita looked nearly exactly alike. Her hair was just like Aelita's, but black like Yumi's. She was wearing a black t-shirt with, erm, her sign in the middle, baggy blue jeans, and black sneakers.

Jeremie snapped out it and dragged the girl to the elevator. When he got up to the Lab, Lilly turned and saw the girl he was dragging. She was completely out of it.

"That's XANA?" She asked, "Funny, I thought he'd be a creepy guy who looked like a serial killer."

"He told me that one of the other AI programs could alter the form he wanted."

"So they made him into a copy of Aelita?"

Just then Jason's battle card disappeared from the screen. The elevator went down to get him. He came out of the elevator, saw the girl, and looked at Jeremie, his a false smile.

"I am going to leave before I kill her." He turned back to the elevator and went up to the factory floor.

"What was that about?" Jeremie asked.

"XANA made our father into a fugitive," Lilly explained, "That's why he fled to America. He was part Russian, that didn't go over well during the Cold War. That's why XANA targeted him first."

Odd's voice came on the head piece. Jeremie put it on.

"Jeremie! Can you hear me? I said the tower just deactivated! Pull us out!"

"Aelita deactivated it?" Jeremie asked.

"No, it just deactivated itself," Aelita said, "But we need to go. There are too many monsters."

"Okay, I'm pulling you out now."

Jeremie pulled Aelita out first, then Odd, Yumi, and Ulrich. They all came up to the Lab and saw the girl. Aelita was shocked that it looked almost exactly like her.

XANA started to wake up, her eyes flickered open, and she looked around, seeing the people staring at her. Of course, he was unaware that he was in this body, as ZETA did not tell him the changes he made.

She stood up and saw one of the people approach her.

"Are you awake XANA?" Odd asked, smiling devilishly.

XANA nodded yes.

"Good," Odd said, "Because I want you to feel this!"

She pounced on XANA, pulling her hair and screaming at her in Italian. Jeremie was sure he heard words that didn't even exist. It took Ulrich, Yumi, and Jeremie to pull Odd off of the girl. XANA's eyes were wide with fear, shock, and many other things she had never experienced. Her mouth was open, trying to form words, but none would come out. Why had that girl been so hostile towards her.

"Odd!" Yumi screamed at the restrained girl, "What the HELL is your PROBLEM!"

"XANA's the one who turned me into a girl!" Odd screamed, tears of anger coming to her eyes.

"That doesn't mean you should beat her to death!"

"Wh-what?" XANA said, her first words. Her voice was higher than Aelita's, but not much higher. She looked down at herself, "This isn't the body I set up, it was supposed to be... different." She then saw that she was just as tall as every one else, "And older..."

"ZETA must have changed the data you used to make your body." Jeremie said.

"This isn't right... I can't be like this."

"Now you know how I feel, XANA." Odd said bitterly.

"I don't understand," XANA said for the first time in his existence, "What did I do to you?"

"You know what you did!" Odd yelled, "You changed my DNA so that I'd be a girl!"

"I didn't do anything like that. I did get a sample from one of you, but I got it from the new one."

"You mean Jason?" Lilly asked.

"Yes."

Jason was taking his anger out on a ruined car body. He had found a lead pipe and was smacking the hell out of it. He was starting to cool down when his cellphone rang. The caller ID was completely blank, that meant it was an encrypted phone call.

"Hello?"

The sound on the other side was full of static. But then, a disguised voice came on.

"Hello Jason."

Jason had received these calls before, once every other month. He had been looking forward to this one for a few days.

"Hey Dad."

He was the only one in his family who had been in contact with his father, and it was strictly secret.

"Jason, this is not a normal call. My sensors are saying that the current moderators devirtualized XANA."

"Yeah, something about how the computer would wipe itself clean if he didn't go."

"It was smart to do that, but Lyoko won't be the same without it. Now the AI programs are taking control of the supercomputer. XANA was made for preventing that and carrying out Hopper's plans."

"Why are you telling me this?" Jason asked, "We've only been here for three days."

"And in those three days, I have been monitoring you and Lyoko's moderators. The fact that they released Aelita Schaeffer has concerned me. Her father was a psychopath."

"How was he a psychopath?"

"He programmed XANA to make enough chaos to dissolve the UN, make several governments collapse, and then form a nation for him to rule that covered the globe."

"That's a little specific."

"Listen, I want you to go back down there, make some friends, and go on with your life. The Agency has this situation covered. That's not an order from an Observer, it's an order from your father."

The line went dead. He had heard information that could have him arrested and tortured before, but the information that he had just heard may have been the worst. He went to the elevator.

Jeremie saw the elevator door open and Jason entered the Lab.

"You blow off that steam?" Lilly asked.

"Yeah," Jason said, "That old car is worse than it was a few minutes ago. I'm sorry about earlier..."

"Well, Odd was about to do what you were thinking of doing." Jeremie said

"And she deserves it!" Odd shouted.

"She?" Jason asked

"I thought you saw her." Jeremie said.

"I just saw a figure, didn't get a good look."

"I'm a female..." XANA said, she looked like she was angry, yet she sounded sad.

"You look just like Aelita, except the hair." Jason pointed out.

"You look just like your sister, except your gender." XANA retorted bitterly. He did not like be compared to a human, even if that human was his creator's daughter.

Everybody stood in silence for a little while.

"Wait," Yumi broke the silence, "What are we gonna do with XANA? I'm not having her stay with me."

"Maybe we can get her into Kadic as Aelita's sister," Jeremie proposed, "It's better than nothing."

"I guess that's okay." Aelita said.

"Well, how about we figure it out tonight," Jeremie said, "School's starting soon."

They nodded in agreement, except XANA.

"Wait," She said, "What do I do?"

"You stay here." Jeremie responded.

"But what if ZETA attacks?"

"The computer will tell me. It should be fine."

They left XANA in the Lab, going up to the surface.