Disclaimer: I do not own Code Lyoko or Danny Phantom. Hell, I'm not even sure if I own myself!

A/N: Hey loyal and so-so readers! Sorry about leaving a cliffy in the last chapter, but I really couldn't think of a better place to end that chapter. Trust me, having to put up with an anime-worthy cliffy will be worth it by the end of this chapter. Just remember people, do not try anything in these stories at home, it would be a really bad idea. I, of course, know from personal experience. But, joking aside, I'm just glad that those of you sitting in front of your computer screens are actually taking the time to read my stories. Now, onto the irregularly scheduled chapter! Please R&R, or I'll use my Ray Gun to turn your entire country into a guy named Ray. Anybody who gets that reference deserves a really, really big cookie!

"Shit," Erethyr cursed loudly.

"What is it," Danny inquired, he was curious to know why they were in a big rush all of a sudden. He hadn't known the group of friends from France for very long, but he had a distinct feeling that something bad was about to go down.

"I just remembered two very important things," Erethyr proclaimed as they sped towards the Nysis headquarters.

"What are they," Aelita asked concernedly.

"First off, I remember pretty much telling Damon to his face that he was weak and just getting in the way in our continuing battle against evil AIs," Erethyr explained, "And secondly, I just realized that we never used Code: Earth on Damon. He might have realized that by now and started feeling resentment towards us."

"Why would he be feeling resentful towards all of you," Sam inquired.

"Because we spent so much of our time using Code: Earth to turn Aelita and Erethyr into humans and have been talking about using it on Sahra," Jeremy explained, obviously out of breath, "Damon's still an AI, and if he has suddenly remembered that fact then we are all going to have to deal with the backlash of his anger."

"And all of us know what happened the last time he got pissed off," Cid declared, "I'll go on ahead and try to find out which sector Damon's in."

"Good thinking," Ulrich declared as Cid's body rippled and he changed into a cheetah. All they saw was a yellow blur as Cid ran at top speed to get to the super computer.

"He can change into animals," Sam proclaimed incredulously.

"Thanks to some genetic experiments that Sahra did while she was infected by GEVI's viral strain; yes, he can," Cassandra replied.

"We have got to stop him before he does something stupid like taking on GEVI and her generals all by himself," Erethyr declared, getting her wheelchair to go as fast as she possibly could. Cassandra frowned for a moment; she had known Damon for longer than anybody else in their group. No matter how much Damon's pride had been hurt, he would never do something as ridiculous as what Erethyr was thinking. She was worried about Damon, and had no idea what he was planning; all she knew was that taking on those foes by himself was definitely not it.

Nysis Headquarters
Cid transformed back into his normal self on the front step, panting heavily. "Note to self, dodging people while running at seventy miles per hour is really hard," Cid thought to himself as he opened the front door.

"I see your home early," Xavier stated, "Why are you panting so heavily?"

"Have to…get to…super comp…uter. Damon's…doing some…thing really…stupid," Cid gasped as he stumbled towards the basement.

"Here, let me help you," Xavier offered. Cid used him as support as they headed downstairs. "So, what's our favorite knucklehead doing this time?"

"He's going to try to take on all of our enemies," Cid responded, finally catching his breath.

"You look like you've been running really fast," Xavier stated.

"Is seventy miles an hour fast," Cid replied off-handedly, getting a surprised look from Xavier.

"Let's just see what sector he's in," Xavier proclaimed, regaining his composure as he sat down at the computer terminal. He ran a super scan to pinpoint Damon's location.

"C'mon, hurry up! We have to find out where Damon is so that we can stop him," Cid proclaimed urgently.

"This is going to take some time," Xavier responded levelly, "I'm having to comb every part of each sector in order to find him. It isn't as easy as it looks."

"Just send me to the grassland sector and use me as a point of reference," Cid declared as he stepped onto one of the scanners.

"You know, that might actually work," Xavier proclaimed as he virtualized Cid.

Nysis, Grassland Sector, Thirty Minutes Ago
Damon was walking along where the group had first seen GEVI and her generals. He had his fight with Erethyr running through his mind, and she had been right about him being weak and incapable of combating their new foes. He had a plan in mind, but his old friends weren't going to like it.

"Come on out Achatka! I need to talk with you, AI to AI," Damon shouted.

"Ask and ye shall receive," Achatka proclaimed, appearing before Damon. Damon starting holding his head to steady himself. "What do you want to talk about?"

"I figured that you would be the best out of GEVI's generals to talk to," Damon admitted, "I need to get stronger, and I can't do that if I'm fighting against GEVI, if you catch my drift."

Achatka smirked as he declared, "I understand what you mean perfectly. How do you plan on going about this course of action, if you mind me asking?"

"I guess that I need to prove my worth to her, don't I" Damon replied.

"Explain why we would allow you to do this first before I decide," Achatka implored, "GEVI always listens to my advice, as long as the logic is sound. I need to know why you wish to do this before I tell my mistress."

"The humans are evolving to combat you here, and with so many strong warriors, even GEVI will have problems unless she gets some help," Damon responded.

"But why you," Achatka inquired. His eyebrow was arched inquisitively. Achatka seriously doubted if GEVI would allow such a thing to happen, but he was at least going to here Damon out first.

"I recently had a spat with three of them, and I almost killed one of them. It made me realize that my place is not among the pitiful humans but instead it is among fellow AIs, such as myself," Damon explained.

"But aren't you a human," Achatka asked. He had always thought of the progenitor of him and his siblings to be a mere human, so he was understandably perplexed.

"No, I'm not. After jumping into the digital sea on Lyoko, Code: Earth was never used on me. Even after the gem of my being was reunited with my body, Code: Earth wasn't used on me. I am not one of them anymore," Damon replied.

"I see, let me go talk to my mistress and see whether or not she agrees," Achatka proclaimed. Damon stood there, waiting for his only chance at becoming strong enough to become a threat to come back.

Nysis Headquarters, Thirty Minutes From the Start of Then
The rest of the group had finally arrived, and Xavier was explaining the situation to them. "I have already sent Cid to the grassland sector as a point of reference in order to find out where Damon is at. I managed to find him a few moments ago, along with Achatka. Although Achatka's digital signature disappeared right after I managed to locate them, I don't think that they were fighting."

"Why not," Sam inquired, "I mean, that is why he went onto Nysis alone, isn't it."

"I'm not so sure," Xavier stated, "If he were really trying to destroy all of them, then he would have had a fight with Achatka. I looked at both of their life points, and they were completely full. This has me just as confused as the rest of you."

"Either way, we've got to go there and stop him from doing something really stupid," Erethyr stated.

"Actually, you're staying here," Xavier declared.

"But why," Erethyr moaned.

"After just getting out of the hospital and having to her here on a wheelchair, you're honestly asking me why! You're not physically capable of it at the moment. I'm just looking out for my friend's safety," Xavier explained.

"But-" Erethyr tried to argue.

"Listen; I know how you feel. You really want to help out, as do I. Somebody needs to stay here and run the super computer, and I'm going to have to be the one doing that this time. In your weakened state, there really wouldn't be much that you could do to help. Once you get back into fighting form, I'll send you in to kick some general ass; how does that sound," Xavier proclaimed as consolingly as he could muster. Erethyr tried to say something to argue with him, but ended up just hanging her head in defeat.

"Danny, Sam, Ulrich, Odd, and I are ready to go," Cassandra declared.

"Alright, here you go," Xavier proclaimed, hitting the enter key and transferring his friends to Nysis, "Jeremy, you and Aelita are up next! Sahra, get ready to be uploaded."

"Let's do this," Jeremy declared as he and Aelita stepped onto the scanners.

"Now just to plug you in," Xavier stated as he plugged his Zune into the terminal, "There you go!" Xavier pressed the enter key on the keyboard, transferring the remaining three warriors to Nysis. "Now all we can do is wait, and hope that they can stop him in time."

Grassland Sector, Main Group Point of View
The group of eight warriors appeared about a hundred feet from Damon's location just as two more figures arrived beside him. These two figures were instantly recognizable as Achatka and GEVI.

"What does he think that he's doing," Ulrich exclaimed.

"I don't know…wait, it looks like he's fighting Achatka now," Cassandra declared hopefully. They looked at each other and nodded as they ran towards their friend.

"DAMON," Sahra shouted. Damon chanced a glance at her, his eyes full of malice, as he continued to fight against his armed opponent. Cid ran up to the main group just as Damon landed a powerful uppercut on Achatka, knocking him into the air.

"Way to go," Cid cheered. Damon glared at Cid as he jumped into the air, activating his Crystal Ice Armor on the way up.

"YMIR," Damon bellowed. As soon as he caught up with Achatka's ascent, he performed an overhead swing with both arms to slam his opponent to the ground. Damon landed on top of Achatka, causing him to yell out in pain.

"Wait, this looks like an enhanced version of his fight with Erethyr," Odd proclaimed, recognizing the move that Damon had just performed. Damon picked Achatka up, his hand enveloping most of his foe's body, and held him in the air as a thick layer of frost covered Achatka.

"Am I still incapable of fighting you and your kin," Damon roared as Achatka's skin started turning blue from the cold.

GEVI snapped her fingers, "Okay I've seen enough; you can put my general down now."

Grassland Sector, Damon's Point of View
"When am I going to get my answer," Damon thought to himself, impatiently tapping his foot. He noticed when the Nysis warriors started appearing in the grassland sector, but didn't pay them any heed. They certainly couldn't be here for him. That's when Achatka and GEVI appeared before him.

"Achatka has told me everything. And yes, you are right; you will have to prove your worth before I make my mind," GEVI purred.

"And how shall I do that," Damon inquired as his friends started to run towards him.

"You must prove your worth by defeating Achatka in one on one combat. If you should win, then I shall give you what you desire," GEVI declared. Damon nodded his consent as Achatka unsheathed his sword.

"I won't take it easy on you," Achatka proclaimed.

"Nor shall I," Damon responded as the two ran at each other. Achatka swung his sword at Damon's side, but he put his hand on top of the blade and used it as support so that he could jump up and kick his foe in the face. Achatka reeled from this powerful attack.

"I didn't know that he was capable of such feats," Achatka thought to himself, "This isn't going to be as easy as I thought, even with Damon being weakened from my very presence."

"DAMON," Sahra shouted. Damon chanced a glance at her, his eyes full of malice.

"Not now," Damon thought to himself, "They're going to try and stop me from achieving my goals!" Damon continued his offensive, throwing powerful punches at Achatka's jaw. Achatka jumped back and rubbed his jaw, apparently feeling pain from Damon's powerful fists. "Had enough?!"

"Not even close," Achatka smirked as he swung his sword, sending a shockwave of white energy flying towards Damon. Damon sidestepped it and charged towards his now open foe. Cid ran up towards the scene as Damon performed a powerful uppercut on Achatka, knocking him high into the air.

"Way to go," Cid cheered. Damon glared at Cid as he jumped into the air, activating his Crystal Ice Armor on the way up.

"None of these pitiful humans can stop me! I am," Damon thought to himself before he bellowed, "YMIR!" As soon as he caught up with Achatka's ascent, he performed an overhead swing with both hands to slam his opponent to the ground. Damon landed on top of Achatka, causing him to yell out in pain.

"Wait, this looks like an enhanced version of his fight with Erethyr," Odd proclaimed as recognition dawned upon his face. Damon picked up Achatka, his hand enveloping most of his foe's body, and held him up in the air as a thick layer of frost covered Achatka.

"Am I still incapable of fighting you and your kin," Damon roared as Achatka's skin started turning blue from the cold.

GEVI snapped her fingers, "Okay, I've seen enough; you can put my general down now." To the Nysis warriors' surprise, Damon did as he was told; his ice armor melted off of him as he did so.

"What are you doing," Ulrich demanded.

"She's the enemy! Why are you following her instructions," Danny demanded.

"Why are you doing this," Sam implored concernedly.

"He's doing as I instructed him to do because he just passed my test," GEVI explained nonchalantly, "Now, Damon, come over here and you shall be granted with your heart's desire!"

"The name's Ymir." Ymir strode over to where GEVI was standing and knelt before her. GEVI's hand glowed black as she put her hand on Ymir's head. As she did this, black lines of code could be seen streaming into Ymir.

"What's going on Damon; why are you doing this," Aelita inquired frantically.

"He's not Damon anymore," Jeremy stated, fear dripping from his voice, "He's not even one of us anymore!"

"Correct, human," GEVI proclaimed, "Now arise, Ymir, as my newest general!" A uniform look of surprise crossed everybody's faces simultaneously.

"Yes, my mistress," Ymir replied as he stood back up, looking reverently at GEVI.

"WHAT," the group exclaimed incredulously.

"Why else did you think that I was coming here, humans," Ymir spat, "Oh, did you think that I was trying to defeat my mistress and her other generals single-handedly? Foolish; why would I want to do something to help those that have constantly rejected me for over eight months now? I have joined forces with GEVI to gain something that none of you were ever willing to offer to me…equality. For the some of the reasons that I jumped into the digital sea all those months ago, along with the hopelessness of being too weak to do anything useful, I have now offered my services to your greatest enemy! You humans make me sick!"

"But you're human too," Sam argued.

"No, I'm not. I'm just as human as Sahra is," Ymir proclaimed, malice dripping from his voice, "I'm just a compilation of several million lines of code, thanks to the efforts of Sahra. Heh, you should have just let me face oblivion. Your decision shall be yours and everybody else's undoing!"

"Well said, Ymir," GEVI applauded. "Now let's take our leave of these lesser beings."

"After I slaughter them," Ymir declared, malicious intent glinting in his eyes.

"I'll join you in that department," Achatka proclaimed, shrugging off the last bit of frost from his body.

"Nine against two…they're royally fucked," Ymir stated, cracking his knuckles to emphasize his point.

"Don't you know that the good guys always win," Odd proclaimed, cocking his laser arrows.

"Depends on who you think the good guys are," Ymir replied, punching at Aelita, sending a stream of ice her way. Aelita was caught completely off-guard by this new attack and was hit by it. Ice stretched out from the point where it made contact until it covered her entire body, freezing a hurt look of unfettered surprise across her face.

"When did you…" Jeremy stuttered.

"Just now, weakling," Ymir smirked as he lunged forward, grabbing Cid by the throat.

"You…bastard," Cid choked out.

"I know," Ymir replied as he threw Cid into Jeremy, and then he threw an ice punch at them. The two were frozen together on contact with one another, but Cid's forward momentum caused them to tip over, shattering as they hit the ground.

"Hello samurai, you ready for round two," Achatka sneered at Ulrich.

"Like I'd lose again to the likes of you," Ulrich proclaimed as he started glowing yellow.

"What do you think that you're doing," Achatka inquired, sounding bored yet intrigued.

"Evolving," Ulrich responded, a smirk crossing his face.

"What," Achatka exclaimed. Ulrich took the opening and triplicated, surrounding his foe. "This again?"

"Oh, it gets better," Ulrich smirked as his clones started circling around Achatka, traveling at high speeds and creating a vortex around their foe.

"This all you've got," Achatka yawned as he was lifted into the air.

"Nope," Ulrich replied as he swung his twin blades at his opponent rapidly, releasing an arc of yellow energy with every slash.

"Fuck," Achatka replied as he tried to block this new attack. Every energy blade that he blocked split into two and continued to slice him.

"Now," Ulrich shouted, signaling his clones to leap into the vortex and start slashing at Achatka.

"ENOUGH," Achatka roared as he activated his power, causing time to slow down around him. He sliced Ulrich's clones in twain before using one of them as leverage to jump out of the vortex and release his own white energy blade at Ulrich. He deactivated his power just before his attack reached Ulrich, if only to hear his reaction.

"What the-" Ulrich exclaimed as he was hit by the energy arc. He and his clones were destroyed simultaneously.

"You've improved considerably," Achatka proclaimed, "But it still isn't enough. If you get closer next time, I might just ask what your name is."

During the time that it had taken for Achatka to defeat Ulrich, Ymir had had a difficult battle against Cassandra. The two had both fired their long distance attacks at each other, but Ymir's dodging skills had proved to be far superior to Cassandra's. He had closed the gap between the two of them quickly and kicked her with enough force to knock her out. Afterwards, he went to town and assaulted her with a flurry of punishing blows until she was devirtualized.

"Sahra, I'm downloading you," Xavier's voice rang out from nowhere in particular, "We can't afford for you to get defeated before you have a body here on Earth to return to!"

"You see that's what I'm talking about," Ymir growled, "You never showed me that much concern, and now look at you…you're getting your asses handed to you by someone that once called you friend." As Ymir said this, he regained his Crystal Ice Armor and grabbed both Odd and Sam. He waited until they were half-frozen before tossing them up into the air. Ymir smirked as he threw two more ice punches, each one hitting their intended target. Danny could only watch in horror as Sam and Odd crashed into Aelita and the ground, respectively, and shattered upon impact.

"You've had so many to destroy, can't I have this last one," Achatka groaned.

"But your fight was so much more interesting than this one has been. I at least think that this last human might be as much of a challenge as your fight was," Ymir argued. Before they could argue any further, a whip entangled Danny and started to electrocute him.

"Quit your squabbling," GEVI commanded, "I haven't seen any action in a while, so why don't I finish off this half-dead trash."

"Yes, my mistress," Ymir and Achatka both responded as Ymir had his ice armor melt off; Achatka sheathed his sword. Both of them decided to watch what their mistress did to the ghost boy in hopes of improving their own skill. GEVI cackled with glee as she duplicated herself. Her duplicate pulled out very thin needles, and started throwing them at every exposed part of Danny while the real deal held him there, panting from his unscheduled electro-shock therapy.

"GAAH! Damon, don't just stand there! Help me," Danny cried out in desperation.

"Why would I help you out," Ymir replied, "Don't you know that half of nothing is still nothing?"

"Well put," the GEVIs cackled with sadistic glee as they whittled down Danny's life points, one at a time. After several excruciating minutes of pain, Danny was eventually devirtualized. The GEVIs merged into a single being again. "Aw, now the fun is gone."

"What do you wish now my mistress," Achatka implored.

"Do as you wish with this sector," GEVI replied, "Ymir and I need to work together to create his domain." With that GEVI and Ymir took their leave of Achatka.

"Things are definitely going to get a lot more interesting with him around," Achatka thought out loud.

Computer Lab
"There's nothing more that we can do for him," Xavier stated, "He chose his own path, and even if he did decide to come back to us, there would be a lot of enmity towards him after what he has done and said."

"We're going to have to lock down the scanners," Jeremy declared, "Multiple encryption keys should stop him from materializing an army right under our noses while we sleep."

"Agreed," Xavier assented.

"So, what; are we just going to give up on him," Erethyr demanded.

"Erethyr, I'm sorry, but he's lost to us now," Ulrich responded, "We all some him swear his loyalty to GEVI. He's even calling her his mistress now."

"This may be part of some well thought out plan," Erethyr proclaimed, desperately trying to find the silver lining on this cloud.

"He's not that good of an actor," Odd sighed, "I'd love to think that he is trying to do some horribly clever thing here, but face it…when the chips are down, he has a horrible poker face."

"I just can't believe that he would willingly offer himself up to be controlled," Erethyr stated.

"Neither can I," Xavier commented, getting some strange looks in his direction, "What?! Don't you remember when I tried to control him way back? He wasn't exactly a willing subject. I think that Erethyr might be onto something, but until we can find out exactly what is going on in that thick skull of Damon's, we are going to have to assume the worst."

"So we really are going to be abandoning him," Erethyr stated dejectedly.

"I'm sorry, it can't be helped. We are going to have to be extra cautious now that GEVI has Damon working under her. He knows everything about us, and that will make her attacks that much more deadly," Aelita declared.

"I'm going up to my room," Erethyr stated, sounding very broken hearted.

"I hope that she's going to be alright," Cassandra sighed.

"She's just needs some time to recover from this wound. But I'd hate to be in Damon's shoes once she's recovered from all of this shit hitting the fan," Cid proclaimed, lightening the mood in the room a little bit.

"Alright, here's what we're going to do," Xavier stated, "We're going to unplug the scanners until we're about to use them, first off. As for the encryption keys, they will be held in a separate hack-proof unit so that all we have to do is plug it into the super calculator. That way, there will be no way to get a hold of them."

"So what will the unit be," Sam inquired, holding a shivering Danny. His defeat had been very hard on him psychologically.

"What else," Xavier proclaimed, holding up his Zune.

"I honestly don't mind being the keeper of the encryption keys," Sahra declared, "That way, it will make me feel as though I'm being a lot more helpful to all of you here in the real world."

"Thanks, Sahra. You're a real life saver," Odd exclaimed.

"Think nothing of it," Sahra replied nonchalantly. This was the scene as the group set to work making sure that there was no way that GEVI, her generals, or their minions could ever get onto Earth without their explicit permission…save for polymorphic specters.