Chapter 5

Aelita was plagued with a nightmare. She was currently in the memory of the video, as if she was standing the corner of the computer room of the factory, as the officer repeatedly shot Jeremy in the chest. Every time Aelita thought Jeremy had taken the shot that would kill him, he managed to give the attacker a defiant look, exactly like in the video, and continue on typing codes she had never seen. Every time Aelita thought she could save him before another bullet was sunk into him. Every time her body refused to move from its spot, and she was forced to watch the scene again, over and over.

Just as she was beginning to grow desensitize, or was is numb, from watching the scene repetitively, Jeremy turned and seemed to notice her. He said something.

It was muddled, and she didn't actually hear the boy say anything at all, but she felt she knew was she was saying.

Jeremy said it with such a kind look, there wasn't any sweat or grimaces like his face was in the first part of the dream. At this moment it felt like just the two of them. He kept saying the thing over and over, as if to comfort her.

Then the scene she hadn't even realized changed beforehand was back to the original. The gunshot that sounded strangely like a loud beep rattled her skull as she gasped awake from the suddenness. Aelita was drenched in her sweat, and she felt too hot.

"If you are going through hell, keep going," Aelita panted. That's what Jeremy was saying. It came naturally to her lips, and she knew for a fact that was what he was telling her. The words felt like they impacted her heavily at first, but the dream was fading quickly. When had he said that before? Aelita knew that Jeremy said the same thing not long ago. It was familiar.

Waiting for her racing heart to calm so she could think clearly, she took in her surroundings. It was nearly four in the morning.

She also noticed there was a reason as to why she was so warm. Spidey was once again taking up half of this bed. Aelita studied his face that was drastically close to hers from Spidey holding her to his chest.

"So the night before wasn't a dream," she whispered. "Spidey must have snuck over here again." The sense of déjà vu was undeniable.

There was a beeping sound again, eerily familiar to the one in her nightmare, causing her heart to stop for a second in surprise. Spidey twitched at the noise.

Aelita attempted to untangle herself from Spidey strong arms, wiggling this way and that, but the movement just made him hold on tighter and grumble. The girl pouted in thought. Then she had an idea.

Tilting her head to press her lips on his open hand that lay under her head, noting that the wound on his knuckles has healthily scabbed over, she gave the palm a big, wet lick. Spidey's eyes snapped open and he flailed in surprise, withdrawing his hand, getting tangled in the sheets and falling off the bed.

Aelita would've taken a moment to laugh at the scene had it happened several days ago, but instead she took the opprotunity to jump off the bed as well, and open Kiwi's dresser door which he sleeps in. The girl had heard the insistent beeping coming from here, and as the object was revealed to be Jeremy's laptop, the memory of snagging the computer along with his glasses while she was in the midst of her first breakdown surfaced. What she didn't know is why the heck it was in Kiwi's drawer. Did she really put it in there?

Ignoring her previous decisions and Spidey cursing at her while wiping his hand on his sweat pants, she quickly opened the laptop.

Her stomach dropped to her feet.

An activated tower.

Spidey and Dawn saw the screen as well from his spot on the floor and the bed as everyone woke up. The gang stared first at the flashing tower, then at each other.

"What are we supposed to do?" Gatomon croaked.

Aelita's mind raced with thoughts and possibilities, but she knew that there was only one option.

"We fight."

The gang quickly decided their course of action. Both would run to the factory, but if a foe was to be found, Spidey, Blade Wolf, and Reneamon would stay and fight it. Aelita fought against the last part of the plan but Spidey harshly responded, "I'm the one that needs to survive less along with these two, and has a higher chance of winning a fight out of all of us." So the girl, despite an ache she felt at the fact she may lose her last true friend today, didn't make another comment.

Quickly dressing, they tip-toed their way out of the dorm room and down the corridor.

As they reached the stairs, they stumbled across William. Of course it wasn't the real one, since he was XANA's prisoner at the moment. William's clone, programmed by Jeremy, was in the stairwell, just standing there staring out the window, presumably at the near sunrise setting. The gang attempted to make no noise while rushing down the steps past him, but the clone still noticed with his inhuman senses, and turned to them with the dull, blank eyes of a programmed being. Aelita and Spidey and Dawn and everyone else froze.

"Are y'all leaving to go to the factory?" he questioned in his light tone.

It didn't surprise either that he would assume that, having known everything and told very clearly not to discuss it openly. What they were still surprised over was his presence and bluntness of the question. Then Spidey had an idea.

"Yeah, wanna come with?" said the teen.

The William clone looked pleased. "Yes, that sounds well." His way of speaking was very uptight, and slang wouldn't register into his head very well at all, but it made communicating with him easier in a sense.

"Spidey, what are you doing?" Aelita breathed close to his ear, grabbing onto the back of his hoodie nervously.

"Trust me."

The gang were currently running across the bridge, with the factory blocking out the moon they were so close to it. Spidey, Dawn, Pikachu, Beautifly, Blade Wolf, Riley, Krypto, Tom, Jerry, Guilmon, Terriermon, Reneamon, Agumon, Gabumon, Biyomon, Tentomon, Palmon, Gomamon, Patamon, Gatomon, Shoeshine, Toothless, Drago, Skyress, Dojo, Piplup, and Aelita were relieved they hadn't run into a specter or anything on the way there, Aelita more so than Spidey. But as the slid down the ropes leading to the elevator, something caught William's hypersensitive eye and Spidey's spider sense as he turn off his stealth camo of his Murasama Blade and got into a quick draw stance with his finger on the trigger and hand on the hilt of the sheath and the hand over the handle of the sword as he activate his spider suit and without the mask.

The clone did curiously look, but only saw someone that appeared to be a factory worker hidden in the shadows behind some crate. Weird symbols were flashing in the beings eyes. He stupidly didn't say anything to the other gang and boarded the elevator.

"Listen, Aelita," Spidey started quickly. The girl looked at her companion as the elevator began sliding down. "I think you should turn that upgrade Jeremy made for William's clone a while ago back on."

Aelita, surprised at the request, immediately knew what he was thinking. "Spidey we can't have him be fighting for us. You saw how easily he was neutralized when there was no one at the mainframe. He could just as easily be turned against us, now… now that no one will be protecting the computer."

William listened to the two, but didn't fully understand what they were saying. Because he wasn't being directly talked to, he instead stared blankly at the elevator door, waiting for it to open.

"And you think it's better to take the risk of one of us dying, or even worse, being captured by XANA then to just get a little bit of help this time?" Spidey snapped at the girl glaring defiantly at him. "In case you have forgotten, we're down four people but having a larger number we can still take on XANA."

Aelita flinched back at his words, and Spidey felt a pang of guilt, but he knew what he was doing would be better off for the all of them.

He tried a gentler tone. "Aelita, please, upgrade him just in case. You know how he fought to protect Jeremy before. We haven't even seen a specter so chances are we won't need-"

Spidey was suddenly cut off as just when the elevator stopped on their floor, a loud bang shook the top of the lift, causing all of the gang to stumble. Aelita silently agreed now, the clone could be of use- just this time.

The thing ripped the escape exit at the top of the lift from its hinges, revealing a factory worker with the eyes of XANA.

William looked up dully at the worker, and said politely, "I don't believe that's how you open that door."

Aelita bolted for the keyboard as the door slid open. Spidey growled up at the specter, preparing for a fight along with Blade Wolf and Reneamon. He got into the familiar martial arts stance while the specter jumped down the hole, ignoring the neutral clone.

Spidey unsheathed his sword and swung it down, hoping for a good shot right from the start, but to no avail. The man grabbed his blade with one hand, practically crushing the bone in his grip but due to the spider suit didn't break his wrist. Then he swung Spidey right out of the elevator and into the back of Aelita's chair.

Despite wanting to help her friend, she instead continued working on searching for the upgrade that Jeremy had for the William clone. She pushed passed the programs that she had been looking through the last time she had been here a few days prior, reminding herself she really needed to look at those, and quickly found the upgrade.

It begun to download and she smiled slightly at the simplicity of finding it. Aelita turned to check on Spidey when she received a blow to the face. She was knocked off the chair, right where Jeremy had been pushed several days prior. Clutching and groaning at the pain, she tried to scramble away from the spot with bad memories, or she just might get sick. Dawn and the others were helping Aelita away, from the fight.

Luckily, she was able to pull herself away from under the chair, because Spidey had recovered enough to let out an animalistic snarl, sheathed his blade and spread his legs apart, placed a finger on the trigger of the sheath, and held a hand over the handle. Time seemed to slow down for him as he charged for the quickdraw attack even though he wasn't using Blade Mode. In a move similar to a certain Brazilian swordsman, launch himself with speed and uppercut slash at the specter with glowing red light as he does Rising Gale move. Aelita knew that her cheek was going to swell, but she was relieved that the blow didn't knock her out like what XANA usually aimed to do lately. Glancing up at the screen, she saw a green plus sign flash.

Spidey meanwhile was thrown this time into the wall. He rubbed his head, only to find his fingers were sticky. Bringing his hand down to look at it, there was blood on his fingertips. The worker, knowing that it wouldn't take much longer to finish the job, smirked and approached the teen on the floor. Blade Wolf gets ready to pounce on him.

"Hey!" William suddenly called from the elevator, his eyes looking more alive than ever, "Leave him alone!"

The clone charged at lightning speeds, taking down the specter in a half a second. Both crackled with pixels as they exerted themselves. Spidey took the time given to push open the ladder door, slipping down when he saw Aelita quickly put in a delayed virtualization and follow.

"Keep him busy, William," Aelita called as she slid the door closed over her head.

Spidey, Dawn, Pikachu, Beautifly, Blade Wolf, Riley, Krypto, Tom, Jerry, Guilmon, Terriermon, Reneamon, Agumon, Gabumon, Biyomon, Tentomon, Palmon, Gomamon, Patamon, Gatomon, Shoeshine, Toothless, Drago, Skyress, Dojo, Piplup, and Aelita dropped to the ground in the desert sector on Lyoko, preparing their respective weapons for a fight. The red glowing tower was actually very near, but to their surprise there were no monsters in sight.

Aelita shook the mystic pink energy from her palms, and frowned in confusion. Spidey slid his Murasama Blade back into its holder.

"I don't get it. You'd think XANA would want to protect its tower," Spidey mumbled.

"XANA's plans may have changed since we've become a lot less of a problem just recently," Aelita responded grimly.

The girl quickly ran for the tower, just when four kankrelats came scuttling down the horizon. Aelita was too close to the tower for them to stop, but that wouldn't hinder them from attempting to bring the Samurai side with him back to the real world for his punishment.

Easily defeating the monsters, Spidey turned to see that Aelita had turned the tower from red to white once again, and he breathed a sigh of relief at being able to neutralize XANA with just the two of them. He had his doubts for sure, since before on average it would take Jeremy, and another Lyoko warrior at the least. He remembered the clone that had helped them greatly, but quickly dismissed the thought of actually consciously deciding to fight for them was impossible.

Aelita jogged back from the tower to meet with Spidey, and they both decided that unfortunately the only way to return back from the supercomputer was to devirtualize each other manually. On the count of three, the boy slashed his Murasama Blade at his friend, while the girl through a pink orb at him and his gang.

All of them stumbled out of the scanners a second later to find the William clone giving them both a big, life-like smile. Spidey and Dawn quickly analyzed the room, to see there was no damage, so that would mean that the only reason for the clone to come down here was to greet them. Aelita and Spidey exchanged surprised glances at William's antics.

Pushing the thoughts away, the gang took the elevator back up to the computer, Spidey clutching his head at the throbbing and thankfully light blood flow.

"Here," Aelita indicated, patting the computer chair, before going to one of the panels in the wall. The boy sat at the chair, wary of why he was told to as he took off his hat. The panel the girl opened showed numerous supplies, but she only pulled out a first aid kit.

Aelita returned hurriedly to his side to begin patching up Spidey's head wound. William, sensing he wasn't needed at the moment, went into a kind of trance, reaching out his impressive abilities to sense any other trouble for his friends. All was silent.

Aelita typed away at the keyboard, bringing up programs and making sure XANA didn't do any damage anywhere else. As it turned out, the factory worker didn't do any harm to anything, and seemed to be just after the teens. Another good thing is that it was just a specter and not a possessed human. There were dents around the room from the three super powered beings throwing each other into them. Thankfully, a return trip wasn't needed, since nothing of importance was damaged, Aelita had decided that Spidey probably didn't have a concussion, and his wound would be relatively easy to hide once the bandage wrapped around his head was off as he has his hat back on. She had, however, told him to walk around in a circle around the room to keep himself awake in case there was damage she wasn't seeing or he wasn't telling her as he has his Murasama Blade on his belt. Dawn and the others were sitting on the ground waiting for anything to do.

Aelita felt the throbbing of a forming bruise on her cheek, but decided to ignore it because there wasn't anything to do to help it at the moment.

For a while, Spidey walked around the girl that was typing hypnotically on the supercomputer. He occasionally glancing at the clone that had his eyes closed, leaning against the wall with arms crossed. Looking like that, he could actually pass for the real William.

The boy contemplated for a little while, one time opening his mouth to speak, before closing it again. Spidey didn't know how to start. There were several things on his mind.

"You want to say something?" Aelita assumed without looking away from her work.

"How'd you know?"

"Your footsteps are even until you start thinking too much, and thinking too much causes humans to speak."

Spidey frowned a little at the sheer ability of her observations. Overlooking it, he hesitantly asked, "Why were we able to keep XANA under control so easily?"

Aelita frowned and sighed, leaning back in the chair to rub her eyes. She looked remarkably like Jeremy doing that. "I don't really know why, but there are few factors that could've helped."

"Like…?" Spidey prompted, wanting to hear the girl's opinion.

"Well," she began, "XANA could've underestimated us, but I doubt that, since it's an artificial intelligence on a supercomputer and is usually good at predicting our abilities."

"So it thought that it could… finish the job with just that specter?"

"Maybe," Aelita said hesitantly, returning to typing but focusing more on the conversation.

"What else?" the boy questioned, coming to a stop next to the computer chair, draping an arm over the back.

The princess thoughtfully scratched her cheek, before flinching at the sting from the hit she received earlier and returning her hand to the keyboard. Spidey noticed her reaction, saw the redness and slight swelling, but didn't comment.

"This kind of builds on the idea of XANA being unprepared, but it may not of been expecting William."

Spidey believed that was definitely possible. "But what about on Lyoko? There were hardly any monsters."

"XANA most likely didn't think that we would even make it to Lyoko."

"So that would mean XANA's plan-"Spidey cut off. The two stared at each other as they figured out the virus's new plan.

"-is to eliminate us." Aelita finished for him.

As Aelita and Spidey and Dawn took seats in the back of the classroom, Mrs. Hertz gave them a nasty look for nearly being late. Not to mention they had missed three days' worth of classes. Spidey was already her worse student, and she didn't need him to miss one more second of class.

The both of them had noticed the time not long after their discovery, and Aelita, Spidey, Dawn, and William had to run in order to make it to their first class of the day. Forget about making it for breakfast. The clone automatically went to its class, but Spidey and Aelita quickly stopped by the public, co-ed bathroom to check the boy's bandages and remove them, getting rid of the evidence as his healing ability rid of it.

Spidey had stared out the window the entire class period, his hand holding up his head and a faraway look on his face that was per the norm in science- or any subject except German for that matter. Aelita had out all of her stuff and was diligently taking notes to take her mind off of the things that were happening recently.

Girls, and even a few guys, were constantly looked back at the three. Sometimes they would be confused looks, probably wondering where the rest of their group was since a lot of the time Milly and Tamiya came up with obnoxious rumors to get buzz. But most of the glances were flirtatious looks from the females, in Spidey's direction. Dawn glare at them and telling them that Spidey is with her.

The boy grimaced and his cheeks burned bright red because he knew why they were looking at him. Spidey really didn't need all this attention. He supposed it was better than the occasional pitiful looks because of their missing friends.

Glancing at the girl next to him when there was just five minutes of class left, his thoughts turned darker. How was he supposed to keep the princess safe when the three and the gang of them were pretty much waiting in death row now? He had thrown himself in front of attacks on Lyoko, even got devirtualized for her. When the time came, would he do the same in the real world? Would he take a bullet for her?

The raw 'yes' that came into his head was so powerful he blinked and shook his head a little. Spidey knew that he would die a painful death if it meant that Aelita could continue to live. He would've also done the same for Yumi, Jeremy, Ulrich, and Odd, but the sheer force his mind came up with an answer was boggling. Was it guilt? Spidey couldn't protect Jeremy and his other friends, so perhaps the teen was trying to subconsciously over compensate by vowing to risk so much for the girl?

The boy's eyes traced Aelita's face from the side- her pink, plump lips, her button nose, her big eyes that were so focused on her work, her angular jaw that held her blackening, bruised cheek- Spidey's eyes narrowed.

Just then, the bell rang. Spidey looked away from the girls face. Aelita began quickly gathering her belongings, trying to think of a way to convince Spidey and Dawn to allow her to head back to the factory so that she could start looking at those programs again. She moved a lot slower than Jeremy, especially without his help.

The boy and the girl had other ideas, though, and quickly reached and grabbed Aelita's wrists tightly. The girl looked up at Spidey and Dawn's eyes in surprise, but didn't try to get her wrist free. Instead, as he and Dawn began to lead her out of the room, she followed willingly, the both of them ignoring the girls that made attempts to come up and flirt with him.

Aelita and Dawn saw a few curled lips and glares sent her way as they went past the doorway.

"Ah…Spidey? Dawn? Where are we going?" she asked timidly, stumbling a little to keep up with their pace. Spidey and Dawn glanced back and slowed a little, but otherwise didn't respond. Aelita notice that the three of them were walking towards the dorms, only they were taking a back way there.

Spidey and Dawn avidly tried to avoid people walking through the hall, instead going around the long way back to the boys' dorms that were empty. He only let go of the girl to reach into his pocket and unlock the door, before pushing her in and closing the door once again. Gently, he guided her to sit on his bed. Kiwi hopped out of his drawer excitedly at his friends' return along with Riley.

"Spidey- can you please tell me what you're doing?" Aelita was beginning to become agrivated, wanting to go to the factory and be closer to Jeremy's memory.

Still not speaking, he rummaged around through Dawn's desk drawers instead. Opening and closing nearly all of them, he almost gave up until the bottom drawer had what he was looking for. Grabbing out the supplies, Aelita was a little put out when Spidey came back to his bed with make-up tools in his hands.

Reaching for what looked like a concealer- don't ask him how he knew, because he didn't, he just grabbed the one that looked like a skin tone- he opened it up and got a make-up brush.

"Why does Dawn-" Aelita began.

"Stay still," he spoke softly. Spidey grabbed the girl's delicate chin with his fingertips, and tilted her face to look at his. The teen's eyes outlined the nasty bruise that thankfully no one had noticed, or at least pointed out.

Aelita's face blushed without her permission at the close proximity of their faces in broad daylight. She was only beginning to get used to it at night.

Spidey didn't notice the girl's embarrassment, however, and ever so softly began to dab the brush on the purple mark.

Aelita hissed in pain at the pressure and recoiled back, only to get nowhere because of Spidey holding her face.

"Shh…" he hushed comfortingly, "It's okay, the pain will go away, trust me."

Even though she believed his words, at the present moment it sucked. Aelita usually didn't have to go through the pain of a XANA attack afterwards, because more often than not they did a return trip and the wound was just a distant memory.

"Spidey," Aelita whimpered, "Please stop."

"It's okay, you'll get used to the pain, it's okay."

The dark bruise was quickly disappearing from the make-up that was being rubbed onto it by an untrained hand. Aelita grabbed at the wrist of the hand that held her in place, in hopes of both getting him to free her and for comfort.

Finally, he had covered up the mark fairly well, only noticeable if one was looking for it, and they both let out a huge sigh of relief. Aelita because she didn't have to go through with that anymore, and Spidey because it was really difficult to watch, let alone be the cause of, his friend in pain.

Snapping the concealer closed, he commented, "Now you don't have to explain that it was a XANA attack."

"Hah hah," Aelita deadpanned.

Just as Spidey was stuffing the make-up back in the drawer and Aelita finished looking at Spidey's handiwork in the mirror of Dawn's, they both heard shuffling in the hallway. The boy immediately went on high alert as he turn off the stealth camo on the crimson blade, taking a few quick strides before unsheathed it and held it in his right hand and opening the door with a glare.

Sissy and Hervé stood on the other side, the girl half-bent over with three trays of steaming hot food. Both their cheeks were tomato red for some reason, Sissy's eyes were wide like she was having trouble believing something, while Hervé looked as if he would be anywhere except for standing a foot behind the girl in front of Spidey and Dawn's dorm room.

"Sissy?" Spidey said in surprise. "Hervé? What are you doing here?" His face melted from protective anger to shock in seconds.

Straightening up with the food still in her hands, Sissy nervously switched the trays from arm to arm. Hervé backed away a little.

"Um, well I-I c-came to give- I saw you guys not g-go to lunch, that is…" Sissy was obviously flustered, not meeting the eyes of the boy in embarassment. Spidey's eyebrows shot up, never seeing the confident girl stutter and scramble for words.

Instead, while the principal's daughter tried to choose her words, Dawn stated, "Are those for us?"

Her voice seemed to break her out of her state enough to make a complete sentence, because she blinked, then nodded, finally meeting his eyes. Hervé reached forward and lightly grabbed Sissy's arm, whispering to her, "C'mon."

'Then that must mean she brought us dinner the other day…' Spidey and Dawn thought, remembering that there seemed to be a lot of his favorites on one platter, and Aelita's on the other. Only someone that knew them closer would know that Spidey actually like broccoli, and Aelita favored an extra croissant and Dawn like ramen noddles.

The princess peeked over the taller boy and girl's shoulders, hearing the other girls voice and becoming curious. Sissy out-stretched her arms for Spidey and Dawn to take the food, the boy thanking her, making her blush again, when she caught sight of the pinkette.

Sissy gave the girl a nasty look, that looked obviously jealous as well which Dawn caught sight of it, before not saying another word and walking down the hallway. Hervé hesitated for a second, before mumbling, "A-are you doing better, Aelita?"

The girl in question numbly nodded her head in response. Hervé quickly stated, "Right, well-" and scrambled off after Sissy's apparent bad mood.

Aelita, confused, mumbled, "I wonder what that was about…"

The boy and girl, not having heard her, instead handed what appeared to be Aelita's lunch tray to the girl. Aelita sighed and took it, depressed at not being able to return to the factory after all, sitting on her bed to at least eat a little. Kiwi came up on the bed to lay down next to her.

Spidey brought his portion to his own bed along with Dawn, a smirk fighting his way onto his face, and as soon as he was properly seated, he said excitedly, "I think I just solved one of our problems."