Tonight was even harder falling asleep than ever before for Ulrich. Lately he has been getting feelings of impending doom and not of the depression kind. Something bad was going to happen, he could just feel it but what more did he have to lose? He already lost his parents to X.A.N.A and since then he had vowed to be the one to bring him down whether it was to pull a switch or cut his head off. Ulrich wanted..no needed retribution.

Ulrrich awoke to the sound of the school's fire alarm half asleep and half awake. His vision still blurred so he waited just a few more minutes before getting up.

"Hey Odd, get up! Fire!" He yelled toward his roommates bed but found that he wasn't there.

`Oh yeah, he snuck out to see Sam.` He thought to himself.

He quickly got dressed in his usual black attire while adding a black hoodie before darting out of the room. As he ran down the halls he noticed something odd, there was an alarm going off but no smoke. Ontop of that where were the other students? Ulrich raced out the door and nearly threw up from what he saw under the moonlit sky.

Bodies of damn near the entire school layed mutilated on the ground, a look of fear still sketched upon their faces. Ulrich looked towards the middle of all the carnage to see his friends all together conversing apparently not aware of his presence. Ulrich approached them and stood next to William who again like everyone else didn't show any sign of acknowledging his presence.

"Guys what's going on?" Ulrich asked only to be ignored.

"William?" he said as he tried to put his hand on the older boy's shoulder only to have it phase through.

"What the hell is going on!" Ulrich yelled still being ignored.

Instead he just stood there listening to them talk.

"So what's going on?" Aelita asked.

"Were not sure yet actually. It feels like a X.A.N.A attack but since when does he just up and massacre kids?" Jeremie exclaimed.

"We have to do something, he can't get away with this." William added.

"I agree, we should head back to the factory. Where's Ulrich, Odd and Samantha? They should be here by now?" Yumi asked.

"Uh hello? Right here, are you guys blind?" Ulrich stated only for his words to not to be heard.

At that moment, Odd emerged from the forest covered head to toe in blood while his eyes seemed to be filled with horror and emotional pain. There were no wounds on him yet whoever's blood that was upon him could not have survived.

"ODD!" The group exclaimed running to Odd to check to see if he was okay.

"I..I-I can't believe he killed her. He did all this. He killed everyone." Odd said through clenched teeth and his eyes bled the held back tears he had been holding in.

"What are you talking about Odd? Who did this? Where's Ulrich? Where's Samantha?" Yumi asked worriedly.

"Don't you get it! Samantha is dead! He butchered her and tried to kill me. There was..was so much blood."Odd exclaimed falling to his knees shaking and sobbing.

"Who did this to you Odd?" Aelita asked.

Odd swallowed hard, his throat dry yet he whispered out a name that no one expected.

"Ulrich."

As if the night wasn't bad enough. It began to rain hard. The blood on the ground began rising with the water making an ankle deep crimon tide. Lightening flashed and as it did. A black cloaked figure appeared, it was a young man maybe their age judging from the height. His hood covered his face while he wore armor underneathe the cloak that shined everytimeunder or lightening struck. In the young man's hands were katanas, both dripping blood with the falling rain.

The young man had appeared 15 feet behind Ulrich and began slowly approaching the group as Ulrich was oblivious to his presence but not to the group. When Ulrich did turn around, he was face to face with the hooded young man who only stared back at Ulrich through the shadows of his covered face. The young man cocked his head to the side at Ulrich, studying him before walking around him heading towards his friends.

"NOOOO! DON'T YOU DARE HURT THEM!" Ulrich screamed in rage as he charged at the figure only to have the young man turn around and aim his katana at Ulrich sending out lightening at him.

His body ached as Ulrich could feel every jolt through his being flying back hard onto the ground. The young man continued his march toward the rest of the lyoko warriors. William charged the mysterious boy only to be kneed in the gut falling to his knees.

"Arrggghh. Why? Why are you doing this?" William asked the boy who without a word decapitated William.

As William's body hit the ground, the young man sheathed his katanas preferring to kill the rest with on his own terms. Ulrich weakly stood up, his body completely numb.

"Y-you monster." Ulrich said slowly walking toward the man but he ignored him and continued his onslaught.

Odd's fate was horrible. The boy shot lightening from his hand at Odd and raised his body in the rainning sky. Odd's screams were finally silenced when his body burst from the electrocution. Ulrich fell to his knees, in far too much pain to get up. Why was he not killed he wondered.

Yumi's death was quick. The young man approached her and began to caress her cheek with his right hand.

"Why? You don't have to do this. Your a good guy." she cried to the boy who lowered his hand to her throat and crushed her windpipe silenceing her forever.

As her body fell limply to the ground, Ulrich's anger and pain only surged as he painfully stood his body up again and began a quicker walking pace to the hooded assassin. As the young man began approaching Jeremie and Aelita, they had backed up to the woods and the boy stopped. A shadowy hand reached from the darkness and grasped the top of Aelita's head. The hand glowed for a moment and Aelita fell to her knees looking up with an evil grin. She got back up and with surprising strength and quickness grabbed and lifted Jeremie by the throat.

"Ae-*gasp*lita, wh-why?" Jeremie gasped out before she smiled wickedly at him and pushing her fist into his chest and pulling out his still beating heart then dropped both him and the organ onto the ground.

Blood had splattered on her face and clothes but it didn't phase her. She turned to the cloaked boy.

"Took your sweet ass time huh handsome?" Aelita winked to him.

The boy approached her as Ulrich stayed in place watching the events helplessly. The figure in the woods walked out and revealed a human form of X.A.N.A

"Excellent work my son." X.A.N.A said approvingly, a dark smile forming on his lips.

The cloaked young man only nodded before he turned to Aelita pulling her into a searing lustful kiss while lifting her left leg with his right hand. As his tongue dove into her mouth he could taste the blood that had covered her face and lips. He share the taste with his tongue to hers causing both to moan. When their kiss ended, Aelita turned to Ulrich and pointed.

"What do we do with him?" She said in a cute but deadly tone.

"Yes what do we do with him?" xana asked.

The cloaked man pulled off his hood to reveal Ulrich, his eyes were a glowing red.

"He's no threat to us father. I rather enjoy him watching as I destroy all that loves most in this world." the darker Ulrich replied.

At this, the real Ulrich snapped awake breathing heavily. He turned to look at Odd's bed that still contained the lovable snoring oaf.

`Woah, was that a dream?` Ulrich thought to himself before turning over and falling back asleep.

A dark voice echoed through the room softly not awakening the two sleeping teens and dog.

"Power is everything. Hatrid fuels it. Pain sustains it. Suffering starts it all. But you will learn that soon enough my son. Very soon. Ha ha ha ha ha."

A/N: ummm, yeah. Dark story. What can I say? I LOVE DARK. A special thanks to hhhmmm for posting this story and chapters up. THANK YOU! :)