In the woods near Kadic Academy, XANA, in his new form, eyed a part of the school that was brighty lit, the gymnasium where the dance was being held.

"We start our attack here." XANA said. "Now go."

As XANA headed out, Thomas, Alain, and Jean-Claude were following him. Following them was an army of Kankrelats, Bloks, Krabes, Megatanks, and Tarantulas.


Back at the school, everyone was having a good time either dancing to the music or just talking to their friends. Everyone but Rumiko at least. She was just sitting at one of the tables, almost depressed when Sammy came to her.

"Hey Rumiko, what do you think?" She said. Rumiko looked up and saw her wearing her best t-shirt and jeans. "Surely now they'll have to pick me as Queen of the Dance."

"Why would your dress matter?" Rumiko asked. "Principal Della Robbia would pick you anyway."

"True, but that can't stop me from looking beautiful, unlike you. She said "I can't even imagine what Dennis saw in you anyway."

"Look, I'm going to the bathroom to freshen up. Let me know how it turns out." Rumiko said walking away.

"Alright then." Sammy said.

"Alright. Will our nominees for Queen of the Dance please come to the stage?" Sissi said.

"Well, that's my queue." Sammy said running off.


In the restroom, Rumiko was already splashing water on her face when she heard an unfamiliar noise.

"Alright, who's there?" She said almost frightened. She looked around and saw nothing.

'Just my imagination.' Rumiko thought as she walked out. When she opened the door, he eyes widened when she saw a block-like creature standing in front of her. She screamed as she tried to run back, but the Blok shot an ice beam (Or whatever the heck it's called) and froze her feet to the ground. It then shot a laser at the ceiling which collapsed on her.


Back at the factory, Yumi, Ulrich, Ami, Dennis, and Sam were heading up in the elevator, ready to take down XANA and his monsters.

"How's your arm?" Yumi asked Ami who had her arm in a sling.

"Still broken." Ami said. "But not hurting as much as it was before."

"Ulrich, where did you learn to make an arm sling?" Yumi asked.

"Remember when XANA took control of the factory and Sissi and I were trapped in the elevator and I broke my arm?" Ulrich said. "That's how."

"I see." Yumi said. "Ulrich, there's something I have to tell you. It's about me and William."

"Whatever it is, can't it wait?" Ulrich asked.

"Please Ulrich. I just want to get this over with." Yumi said. She then took a deep breath and spoke. "Ulrich, you're a stepfather."

"What?" Ulrich asked confused.

"20 years ago when you and Odd were in the Army, William came to me telling me you were dead."

"Yeah, I know that." Ulrich said.

"Let me finish. William gave me a suggestion to help me alleviate my sorrow. The next thing I knew, I was expecting. I was almost afraid. What would my parents think of me if they found out their college student daughter was having a baby? Also, what would the rest of the school think? William told me he would make sure that nobody would find out as long as I was his girlfriend for a year, and he was true to his word."

Ulrich still couldn't believe what he was hearing.

"Nine months later, I gave birth to a pair of identical twins." Yumi said. "William offered to raise them himself, because he knew that I was unable at the time. And now, not a day goes by where I don't regret it."

"Are they still around?" Dennis asked. "What were their names?"

"William Jr. and Russell." Yumi said. Dennis couldn't believe what he was hearing.

"Willy and Russell are your children?" Dennis asked.

"Yes." Yumi asked.

"That's probably why Dad wouldn't allow us to be around with you." Dennis said. "He was just afraid they would find out the truth."

"I just wish I could have seen them as they were growing up." Yumi said sadly. "It was half my responsibility, I should have done something. I guess I was just so angry with William. Ulrich, I just hope your not too mad at me."

"Yumi" Ulrich said. "I could never stay mad at you. You made a mistake and so did he. But right now, we have a battle to focus on, so let's go."

The elevator door then opened allowing the five to step out and head to the school. Dennis tried to follow them but was stopped by two figures.

"William Jr.? Russell? What are you doing here?" Dennis asked.

"Mind telling us what's going on?" William Jr. said.

"We've been looking for you all over here when we followed you." Russell said. "Now come on, you're going home."

"I can't." Dennis said.

"And why not?" Russell said.

"Because a computer program bent on destroying the world is leading a group of monsters to..."

"Why must you always lie to our faces?" William Jr. asked.

"Now what's going on for real?" Russell said. Just then two Tarantulas came out from below the factory and headed towards the three.

"Okay. We believe you." William Jr. said panicking.

"So what do we do?" Russell asked.

"Here use there." Dennis said passing them each a punching dagger.

"Okay now what?"

"Hit the eye on it's back." Dennis said. William Jr. then ran up to the first Tarantula dodging its lasers until finally he found a clear shot on its back. He then jumped on top of it and stabbed it in the eye on its back. The Tarantula then exploded.

"I got this one." Russell said as he got on the other Tarantula and jabbed his dagger into it, killing it instantly.

"That was so wicked." Willam Jr. said.

"Dude. No one says wicked 'anymore'." Russell said.

"Come on. We have to get to the school." Dennis said as they ran off.


Back in the laboratory, Anthony and Antea were waiting anxiously to see if William and Calvin had made it. Just then an error popped up on the screen.

"Oh no. What happened?" Antea said. Just then a text box appeared.

'You really thought I was going to make this easy for you?' It said. 'Thee was a reason I placed that virus in Calvin and now you with him on my side, you will fall.'

"Oh no." Anthony said.


Back on Lyoko, William took a look at himself. He had his old silver spandex uniform and Zweihander. He looked around and noticed a tower floating above the Core of Lyoko with a pathway in front of it. He proceeded to head out some more until he was knocked to the ground. William then got up and saw what had knocked him down.

"Calvin?" He said noticing Calvin standing in front of him. The blue and white gi had been replaced with orange and black. William took a closer look and saw the Eye of XANA in his eyes.

"What's going on here, XANA?" William asked. Just then a black manta ray like creature came up carrying XANA. His tunic had been replaced with a full toga and he was wearing a laurel wreath on his head. An obvious metaphor for his soon to be conquering of the world.

"As you can see, Calvin is now under my control. You were a fool to bring him here." XANA said stepping off the Manta. "Ah, William. You were a fine lieutenant. But now I've found another, one quicker and stronger. Attack him."

The XANA-fied Calvin then charged towards him and swung his staff, but William bloked and dodged his attacks.

"William, what's going on?" Anthony asked.

"XANA's taken control of Calvin." William said. "He's trying to attack me."

"No." Antea said. "I have to help them."

"Not yet." Anthony said. "If XANA sees you, he'll wear you down and kill you. We have to wait when he's least expecting it."

"Okay." Antea said. "I just hope Calvin will still be there by then."


Back at the school, Sammy and two other were standing on the stage as Sissi began to speak.

"And the winner of this year's Queen of the Dance is..."

"Stop!" She heard someone say. She turned around and saw Yumi there.

"You again?" Sissi said.

"Sissi, you have to evacuate the school. It's an emergency."

"And miss giving my daughter her third consecutive title? Fat chance!" Sissi said.

"Sissi there's no time." Ulrich said. "Now come on, do it for me."

"No way!" Sissi said. "You walked out of our wedding and left me standing there."

"Look, I'll make it up to you if you help us, okay?" Ulrich said.

"Hmm... Nah." She said as she turned back around. "Anyways, the winner is..."

Just then, a huge explosion came from one of the walls. It broke away to reveal XANA and his army ready to attack. Everyone just ran around screaming. A Krabe then went up to SAmmy and charged its laser. Sammy just stood there screaming.

"Sammy, get down!" Sam said pushing her to the floor causing the Krabe to miss her.

"What is that thing?" Sammy said.

"I'll explain later." Sam said. "Right now, find a place to hide."

"There's a crawlspace under the stage."

"That'll work." Sam said. "Ami, you stay with her."

"Why? I want to help too." Ami said.

"You're in no condition to be fighting. Now just stay low." Sam said as the two went in the crawlspace.

"Alright." Ulrich said drawing his sabres. "This is where it begins." Sam then ran off.

"Where are you going?" Yumi asked.

"To see if there are students who aren't in the gymnasium." Sam said. "We have to evacuate them too."

"Alright then." Yumi said throwing a fan at a Blok destroying it instantly. "I could use some help here!"

"Just give me a moment." Ulrich said blocking a Krabe's lasers. "Super Sprint!" He then ran behind the Krabe, jumped up and hit the Krabe right on the back with his sabre, destroying it.

"Alright Yumi. I'm coming." Ulrich said. Just then, two other figures came and took out two Blocks. It was William Jr. and Russell, along with Dennis.

"Sorry were late." Dennis said. "Hey Yumi, these are my brothers, William Jr. and Russell." Yumi just went up and hugged them.

"Oh it's so good to see you again." She said.

"What are you talking about?" Russell said.

"We'll talk more later. Now let's go." Dennis said as the three joined up with Yumi and Ulrich.

As XANA was leading more of his army out, he noticed that Sam had left. He then turned to Thomas.

"Lead the armies across the school." XANA said fastening a sword out of thin air. "I have something to take care of."


As Sam ran throughout the dorms trying to find any other students, he felt himself be pushed into the showers. Sam got up and saw XANA staring at him.

"How did you find me?" Sam asked.

"That doesn't matter." XANA said pulling out his sword. "And like your friends, you will be destroyed."

"Wouldn't count on it." Sam said as he began to fire his laser arrows. However XANA dodged the attacks as he shot his lightning towards him.


Back in the gym, as Yumi, Ulrich, Dennis and his brothers were still holding back the monsters, Yumi noticed something.

"Hey Dennis." She said. "Have you seen Rumiko?"

"Wasn't she with you?" Dennis said.

"No, she wasn't." Yumi said. "Ulrich, Rumiko's missing! We have to find her!"

"I'll take care of it." Dennis said. "You just help my brothers."

"Wait. What are you...?" Russell said before he was blasted to the ground by a Tarantula. He then staggered to his feet as he picked up his weapon. Just then a Megatank rolled up standing paralell to the doorway. It then opened and began charging its laser.

"Dennis, look out!" Willian Jr. said. Russell, seeing this, ran up to Dennis and pushed him out of the way just as the laser fired. However, Russell took the hit and fell to the ground.

"Oh no." Yumi said worried as Ulrich threw his sabre at the Megatank's eye, causing it to explode.

"Russell! No!" William Jr. said running up to his dying brother and holding him. "Come on man. Wake up!" But to no avail. Russell Dunbar was dead.

"Where are you going?" He said noticing Dennis run out the door.

"I have to find Rumiko!" Dennis said. William Jr. then picked up his brother's body and cried.


Outside the gymnasium, Dennis heard cries for help coming from the girls' restroom.

"That's Rumiko." Dennis said as he ran to her. But he found his way blocked when two Hornets began coating the ground with acid, Dennis tried to hit them but flew away. Now the only thing standing in Dennis's path was a puddle of dangerous acid.

"For Rumiko." Dennis said as he quickly ran through the acid ignoring the burning sensation on his feet.

"Rumiko, are you there?" Dennis said opening the door to the restroom. He then noticed Rumiko buried under the collapsed ceiling.

"Right here." She said. "Dennis is that you?

"It's me, and I'm getting you out of here." Dennis said trying to pull the ceiling off of her piece by piece.

"Dennis, about the picture. I'm sorry, I..."

"We'll talk later now hold still." Dennis said.


Back on Lyoko, William was having a hard time holding back both Calvin and XANA. Everytime William would hold back or dodge Calvin's attacks, XANA would come and try to attack him.

"Come on." Anthony said. "Just a little longer."

"Hey, check this out." Antea said pointing to a news report being given on the computer.

"More reports are coming in from countries all over the world. All of the major cities are under siege by an army of strange creatures. Military forces have done everything, but nothing seems to be slowing them down." The news reporter said. The video then cut to footage of XANA's monsters destroying major cities while people run about.

"Oh no." Anthony said. "XANA's already got the rest of the world at their knees."

"I've just received another report." The news reporter said. "The world leaders have unanimously decided to resort to nuclear warfare to fend of the creatures."

"What?" Anthony said.

"Now citizens have been told to evacuate to safe shelters as the warheads are being prepared to launch."

"No!" Anthony said. "XANA's monsters are immune to all Earth's weapons, even nuclear weapons. The only thing it'll do is speed up XANA's process. Antea get to the scanners, we have no choice. We have to use The ANAX Program."


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