Back in the south, Caleb and his gang were walking down the streets from the cathedral ruins and back to the factory. After reaching his destination, Caleb turned to his cronies and paused.

"So, I guess we'll meet back tomorrow." Caleb said.

"Of course." Redmond said. "I can guarantee you that we'll meet again soon."

"Redmond's right, my Prince." Danny said. "You're worth more to us than you think. Now, we must be heading off."

"So early?" Isaac asked.

"Something came up." Danny said. "We have to check around the city."

"Okay then." Isaac said.

Redmond and Danny then ran off while the other two walked over to the factory. Isaac couldn't help but notice that Caleb seemed rather distant since his confrontation with Sharpshooter.

"Anything wrong, my Prince?" Isaac asked.

"If you knew today was your last day on Earth, would you try to change for the better?"

"Is that what this is about?" Isaac asked. "Come on, you're Caleb Stern, the most powerful man in the South. You could handle any challenge if it came to you."

"What if he's right, though?" Caleb said. "What if being with Olivia has made me soft? She could be using me right now and lowering my guard so I can be ambushed."

"Now you're being paranoid." Isaac said. "Olivia's cooperated with us so far. What would she have to gain from turning you in?"

"Proof of her loyalty to the city for one thing." Caleb said. "Not to mention the reward money."

"Well why would she wait until now to do it?" Isaac asked.

"To sell the deception." Caleb said.

"That's a rather hasty conclusion." Isaac said. "In just five sentences, you went from being unsure to being completely sure that she's after you."

"Think about it." Caleb said. "She's from the north and she was sent to bring me in. She only hesitated because she wanted to find out what the regime was doing with Lyoko."

"But she hesitated nonetheless. Had it been anyone else, you'd be rotting in prison by now, or worse. " Isaac said. He then noticed something in the factory. "Hey, what's that?"

Caleb turned to where Isaac was looking and couldn't believe what he was seeing. Lying on his mattress, curled up, was a wounded girl with tattered clothing, crying. Caleb immediately recognized her.

"Olivia!" Caleb shouted as he ran over towards her. "What happened to you?"

"Caleb." She said hugging him. "Thank God you're here."

"I don't understand." Caleb said. "Who did this to you?"

"W…Will…di…did…this." She said holding back tears. "He caught me be…before I could ch…change…the…f…iles…He beat me…He raped me."

"He what?" Caleb asked. Olivia just broke down again, hugging him tightly.

"And the cycle continues." Isaac said. "How many more seas must be sailed until land is seen?"

"I'll tell you." Caleb said, his temper rising. "More than enough. For years too many, I've hit hard this city and it's regime and left many permanent scars, but only now do I realize that I've made no impact. I've only struck the body of this tapeworm, but now I see that I must go for the head."

"What are you saying?" Olivia said.

"To put an end to this madness, I must strike the Dunbar regime's highest point." Caleb said. "I must kill Will Dunbar."

"Even if you kill him, there's still the matter of destroying XANA." Isaac said. "He and Zoltan are in the Internet as we speak planning who knows what. Stopping Will won't stop them."

"If I can stop Will, I can reprogram Zoltan to stop XANA and end any and all future troubles."

"And what if you die?" Isaac said. "I've looked out for you since your parents died, I won't be the one to bury you."

"Then I'll make sure you won't."

"Wait a minute." Olivia said. "If you're going out, you'll need help."

"I won't jeopardize the rest of the city and its people, Olivia."

"I meant in North Paris." Olivia said. "I know a person who leads a group of defectors that can help you."

"That's interesting." Isaac said.

"His name is Alfred N. Kurnip." She said. "He runs a nightclub at the top of the Tower Prime."

"And where is that?" Caleb asked.

"You can't miss it." Olivia said. "It's the second tallest building in the city, just fifty meters shy of Zanbato Tower's height."

"Oh yeah, I've seen that tower." Isaac said. "But Alfred N. Kurnip. Why does that name sound so out of place?"

"Then that's where I'll go." Caleb said. "An enemy's enemy is only a friend, regardless of their faction. But first, there's something I must show you. Both of you."

Caleb then led them out of the factory and led them down the middle of the road parallel to the river. After walking for nearly a mile, they came across an abandoned storage facility. Caleb walked up to a nearby storage unit and opened the large metal door.

"I don't believe it." Olivia said as she looked inside.

Inside the shed, there was a group of people doing various things: One group was looking over a map in the center of a large table, another was learning how to handle the various weapons that were scattered throughout the area and another was being fitted with some kind of makeshift light armor.

"What is all this?" Isaac asked.

"This is the resistance." Caleb said. "You see, the only reason that South Paris hasn't been invaded is due to the fact the north thinks that we have power in numbers. While that is true, what they don't realize is that I'm the only one who has been threatening them."

"What does that have to do with anything?" Isaac asked.

"I'm getting to that." Caleb said impatiently. "Should I be found out and put out of the way by the North Parisians, they'll invade thinking that we are defenseless, thus giving us the opportunity to ambush them."

"An A for effort, I guess." Isaac said.

"Caleb, your plan isn't going to work." Olivia said. "The regime is stronger than you think."

"If we didn't know that, we wouldn't be carrying out this operation." A voice from the other side of the area said. Olivia looked up and saw a man who looked oddly familiar.

"General Sarrazin?" She asked. "Caleb, what are you thinking? He's a regime commander."

"He used to be a regime commander, now he's on our side." Caleb said.

"I defected to the resistance two years ago." Sarrazin said. "I couldn't stand by and let Will and Philippe's armies strike fear and death in their own people."

"Philippe is dead now, Jonah Dunbar too." Olivia said. "Now Mackie Jolivet leads the armies."

"Jolivet?" Sarrazin asked. "He's a businessman. How could he possibly lead the strongest army to any victory?"

"Cronyism." Caleb scoffed. "Flawed in every aspect."

"Wait, you've had this for two years?" Isaac asked.

"Three." Caleb said.

"Isaac my boy!" Isaac heard a voice shout. He turned to see Lucky and Caleb's messenger boy at one table.

"Dad? Messenger boy?" Isaac asked. "You're part of this too?"

"Since the beginning." Lucky said.

"You don't know what you're dealing with." Olivia said.

"But we do." Sarrazin said pulling out a map and throwing it on the table. "Check it out."

Olivia looked and saw that it was a whole map of Western Europe. On the map were large black circles not only on the picture of France, but also on Germany, Belgium, Switzerland, Luxembourg and the Iberian Peninsula.

"I don't understand." Olivia said.

"These are the hidden provinces." Sarrazin said. "After the Napoleonic Campaign, Will IV formed unincorporated boroughs of North Paris occupied only by select members of the inner circle. Each is in charge of the overseeing of a certain branch of the regime."

"Impossible." Isaac said. "After the campaign, Paris remained the only civilization. If not, then how come we haven't heard of them."

"There's a lot of this regime that you don't know." Olivia said. "You could fill a whole book with the things they don't tell the public."

"So you see, we know more about what Will has up his sleeves than the north city itself." Caleb said.

"So where did you get the weapons?" Isaac asked.

"Sarrazin managed to steal an armory full of surplus weaponry, including surface-to-air ion cannons for our attack on the fleet." Lucky said.

"You want to take down the Artemis?" Olivia asked.

"Is that wrong?" The messenger boy asked.

"It functions as a prison transport; Will's using them as human shields." Olivia said.

"And how do you know this?" Isaac asked her.

"Because she's the fiancée of the man who owns the ship." Caleb said. "Of course she knows it inside and out."

"Right." Olivia said.

"Well we can't just attack the ship then." Lucky said. "We'll just have to repel the attacks."

"Why?" Isaac said. "I think we can afford a few friendly-fire casualties if it means accomplishing the biggest of goals."

"We will not be responsible for the murder of our own unarmed kind." Caleb said. "We will not resort to their level."

"Yes sir." Lucky said.

"I must be going now." Caleb said. "I hear from Olivia that we have a high-ranking defector in the North."

"Godspeed, Caleb Stern." Lucky said. "But first, go over our plan of attack once more."

"Absolutely." Caleb said.

Just then Olivia turned and noticed that Isaac was walking away, towards the factory. After walking for nearly a mile, she came across Isaac on The Wall opening the trunk of the Tesla and climbing in.

"What are you doing?" Olivia asked scaling The Wall.

"I have too much of a bad feeling about this." He said. "I won't allow him to endanger himself, and if you know what's right, neither should you."

"I'm sorry." Olivia said. "But I have to stay behind."

"Why?" Isaac asked. "It's pretty obvious you hate the regime as much as the next person. Now's your chance to help fight."

"I can't blow my cover." Olivia said. "It could be dangerous. Will caught me once, imagine if he does it again."

"Then you'll have another chance to fight back." Isaac said. "Think about it."

Isaac then closed the trunk. Olivia, knowing that no one was around, immediately took out a small device and placed it in one of the wheel wells of the vehicle.

"Olivia." Caleb said. "What are you doing here?"

"Just came to wish you good luck." Olivia said.

"Well thanks." Caleb said. "You know, I'm glad we met. You staying in the South was the first sign that maybe I have a chance to change things after all."

"Oh, well…"

"For that, I thank you." Caleb said. Olivia just sighed.

"Caleb, wait!" Olivia said. "There's something I have to tell you."

"Let it wait." Caleb said. "Like all good things."

Olivia, knowing full well what Caleb was heading into and knowing she may never get another chance, immediately leaned over and planted a kiss on Caleb's lips. Caleb just wrapped his arms around her and returned the kiss. They then broke away.

"So long, Olivia." Caleb said. He then hopped inside the Tesla and drove away, ready to face the city once again.

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