The next morning, Olivia had woken up from her sleep. She had spent the night at the inn near Lucky's bar upon Caleb's request. Wanting to meet up with Caleb again, she got out of bed, got dressed and made her way downstairs.

"Have a nice sleep, fair lass?" Lucky said as she passed the counter of the bar.

"Yes thank you." Olivia said. She then pulled out a wad of bills. "This should cover it."

"Oh no, I couldn't take your money." He said. "I never use it anyway."

"Oh, I insist." Olivia said. "I owe you for…"

"You owe me nothing." Lucky said. "Everyone deserves free hospitality. There's plenty to go around."

"Yes but…"

"Listen carefully." He said in a no-nonsense tone. "You don't know me so I'll make it clear: I'm a nice, modest guy. I don't take charity. I would rather kill my best friend's daughter than accept an unneeded gift. Do I make myself clear?"

"Yes sir."

"Good." He said returning to his jolly demeanor. "You have a nice day."

"You too." Olivia said as she walked out the door and out of the underpass.

"Well that was weird." She said to herself.

She then walked down the long road until she reached the factory. Upon reaching the factory, she came across Caleb getting dressed. Hoping not to get caught, she hid behind one of the walls as she waited until he was decent enough to approach him.

"You don't have to hide you know." Caleb said.

"You knew I was watching?" Olivia asked.

"You don't give me a lot of fucking credit, do you?" Caleb asked.

"Well, you didn't say anything." Olivia said.

"I felt it was only fair." Caleb said. "I watched you take a piss, albeit accidentally, so you get to watch my show."

"I guess…"

"Hey, Prince Caleb!" Olivia heard a voice shout. The same kid from earlier ran up to Caleb.

"Ah, messenger boy." Caleb said. "What brings you here?"

"I bring news from the eastern neighborhood." He said. "Theo Dunbar, son of Will IV, is getting married today."

"Is that right?" Olivia asked.

"I'll give you an A for effort, but crashing weddings isn't really our thing." Caleb said. "Besides, Theo's too low on my list to be bothered with."

"Well, Isaac is also on his way." The messenger boy said. "And Redmond and Danny aren't with him."

"Glad to see they're out of the way." Caleb said. "Alright, I guess I can give you something."

Caleb then pulled out a few strands of metal, with a few teeth hanging off, and a pack of cigarettes.

"I know how much you like making metal figurines, so I ripped off this aristocrat bitch's braces and kept them." Caleb said.

"What?" Olivia asked.

"Well, thanks." The messenger boy said as he ran off. Just then Isaac came up.

"Hey guys." He said.

"Isaac, perfect timing." Caleb said. "Now that we're all here, let's get started."

"Started with what?" Olivia asked.

"We're going back."

"Back where?" Isaac said.

"Lyoko." Caleb said. "Our mission isn't done yet."

"Oh no, you count me out!" Isaac said. "You remember what happened last time."

"I'm not resting until I find out why XANA was brought back and what the government plans to use with him." Caleb said. "And if you know what's best for me, you'll come and serve me."

"I guess I have no choice." Isaac said.

"I'll meet you downstairs and get the computer set up." Olivia said.

"Right then." Caleb and Isaac said.


Within a few minutes, the three of them made their way down to the lab and scanners. As Olivia was setting up the virtualization, XANA was watching them from his lair in the center of Lyoko.

"I admire your tenacity, humans. But don't think I won't go down without a fight." He said. He then turned to Appius.

"Tell Zoltan to find them and bring them to me." He said. "I want them to see what exactly they plan on dealing with."

"Yes, my liege." Appius said.

Meanwhile, Caleb and Isaac appeared in what looked like the charred ruins of a forest. The two just carefully walked around, expecting a trap.

"This place reeks of XANA." Caleb said drawing a knife. "Keep vigilant. We don't know what to expect."

"Hey, what's that?" Isaac asked. Caleb looked where Isaac was pointing and saw a familiar face.

"Zoltan!" Caleb shouted. "Come back for another round?"

Zoltan just stood there.

"Scared stiff, I see." Caleb then charged towards him but found his target sliding further and further away, even though he hadn't moved an inch. Immediately after, he disappeared.

"What the…?" Caleb said.

Just then, coming out of the ground, was a large jellyfish-like creature. It had red tentacles and a green mantle. Isaac ran up to Caleb and tried to fight it off, but the monster captured both of them. As its tentacles wrapped around them, they were both dissolved and absorbed into the monster's body. The monster than flew off to it's master's lair.

"Guys, are you there?" Olivia shouted. "Can you hear me?"

No response.

"I got to find them…" She said to herself as she ran off.


Meanwhile, the jellyfish monster made it's way to the edge of XANA's lair. Placing its tentacles out, it released Caleb and Isaac as they were reassembled onto the platform. As they regained their composure, they looked around and found themselves in a near pitch-black area, the only light coming from a faint red glow in the fog around them. In front of them was a narrow bridge standing over a deep abyss. They then turned turned and saw Zoltan standing next to them. Caleb drew a knife but Isaac placed a hand on his shoulder and stopped him.

"Let's not go overboard like last time." Isaac said. "After all he hasn't attacked us yet."

Zoltan just nodded as he walked off. The other two just walked by him and followed him. After a few minutes, Zoltan froze in place. He held his sword out blocking Caleb and Isaac.

"I think he wants us to stop." Isaac said.

"You think?" Caleb asked.

Zoltan then got down on one knee and bowed his head. Just then, two figured emerged through the fog from the opposite side: One with red eyes and grey armor, XANA, the other with pale skin and black, spiky armor, Appius.

"Hannibal?" Caleb asked.

"I see you met our good friend Zoltan." XANA said. "Appius, lead him to my chamber. I'll deal with these two."

"Yes, my liege." Appius said as he and Zoltan walked off.

"Who are you?" Isaac asked.

"XANA just took off his helmet as the rest of his armor faded away, revealing his true form: A black haired figure with brown eyes and dressed in elaborate, white robes.

"William Dunbar III?" Caleb asked.

"Not quite." XANA said. "Just modeled after his appearance."

"XANA." Caleb realized.

"Right you are." He said. "You must be who they call Caleb Stern. I heard about your stealing of my home from my old mainframe and I'm quite impressed."

"Okay…" Isaac said.

"But now you led me to something even more powerful than my old domain." XANA said.

"What do you want?" Caleb asked.

"It's not what I want, it's what my creator wants." XANA said.

"Your creator?" Isaac asked.

"Will Dunbar V." XANA said. "The soon to be ruler of all of North Paris and the entire world."

"Fine, what does Will want?" Caleb asked.

"Why would I tell you?" XANA said. "So you can jeopardize our plans and save your lost city? You're more powerful than you think, I can't afford to keep you alive."

Just then, a set of dark figures appeared and grabbed Caleb and Isaac from behind.

"My master is looking quite forward to your executions, humans."

"You let me go!" Caleb said struggling to break free.

"Now let's not wear ourselves out, shall we?" XANA said drawing a large, grey sword and aiming it by his victims' necks.

"Let…me…GO!" Caleb shouted as he released a huge blast of energy, knocking back his captors.

"Let's go." Isaac said as they ran off.

"Seize them!" XANA shouted.

As Caleb and Isaac ran, many monsters crawled from the abyss below and began following them.

"Why are we even running?" Caleb said. He then turned around, drew two knives and charged towards the monsters.

Caleb took out a few, but the monsters were just as relentless and attacked their foe with all their might. With Caleb surrounded and outnumbered, he could only stand as a Krabe began charging its laser. Before it could fire, however, it was blasted into bits. Standing in its place was a young woman with her long black hair in a ponytail, dressed in only light armor that covered her breasts and lower region and carrying a long javelin.

"Olivia?" Isaac said.

"Let's hurry." Olivia said. "I enchanted them so that they're stunned, but it won't last long."

The three then ran off.

"I must say you look divine." Caleb said.

"Hey, I didn't choose this!" Olivia said.

"No, I mean it." Caleb said.

"So how do we get out of here?" Isaac said.

"I set up a timed devirtualization." Olivia said. "It should happen…"

Just then the three disappeared and returned to the scanners.

"…now."

"Well, that was exhilarating." Isaac said.

"So what did you find out?" Olivia said.

"Will V created XANA and modeled him after the Eternal Patriarch." Caleb said. "We don't know what he's planning or how and why, but we do know that it's going to be on a global scale."

"But why would XANA want world dominance when North Paris is the only place on the planet that isn't ruins?"

"I don't know and I don't like it." Caleb said. "Suffice to say, as long as Zoltan remains within Lyoko, this battle will be next to impossible."

"I do know that Zoltan's files remain on Will's wrist computer." Olivia said. "If I can get to it, I can reconfigure the files and change his programming so that he recognizes XANA as the only threat."

"And how do you plan to do that?" Isaac asked.

"Same way you two broke in and stole the Scipio drive." Olivia said. "The only difference is that I'm his fiancée, so he'd never suspect me."

"That's actually crazy enough to work." Caleb said. "When should you do this?"

"In a matter of days, North Paris is holding its annual victory parade, to celebrate the destruction of West Europe." Olivia said. "During that time, Will leaves his technology behind at Zanbato Industries so that nobody suspects if he's plotting anything.

"Right, because everybody hates him." Isaac said.

"Precisely." Olivia said. "With the computer at the Zanbato Industries tower, I'll be able to sneak in and reconfigure the files from within."

"Sounds like a plan." Caleb said.

"I'm gonna head back to the inn." Olivia said. "We'll talk more later."

With that, the three headed their separate ways and began planning for the next motion to carry.


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