In South Paris, the members of the resistance had met at their usual rendezvous point at the storage shed. They were told to come by orders of both Lucky and General Sarrazin, who had news of the utmost importance.

"You called for us, Sirs?" The messenger boy asked.

"We've received intel from an anonymous source that Caleb Stern has been captured by the North Parisian regime." Lucky said. "As a result, the army will no longer hold back on the long-awaited mass siege of our last bastion of defense."

"You mean our only bastion." One resistance member corrected.

"Precisely." Lucky said. "If South Paris falls, the world falls to the regime."

"So what do we do?"

"Sarrazin?" Lucky said. General Sarrazin then went up and placed a map on the table.

"This map shows every major location about the South City. They have power in air, but their ground troops won't be able to navigate a city they remain in the dark about." Sarrazin said. "Despite the inadequate arms of our troops, our knowledge of the geography will nevertheless put us at a distinct advantage."

"But then how do we take down the navy before they bomb us to oblivion?" Another member asked.

"We've stolen a large shipment of heavy artillery from the barracks on the outskirts of the North City. We'll have them placed across several checkpoints for maximum accuracy and opportunities. The foot troops can lead them towards these checkpoints allowing our artillery to ambush them." Sarrazin said. "In the meantime, the Artemis will be docked along The Wall in order to gain a perfect visual of the city and command the fleet; we are to refrain from attacking upon the ship until otherwise noted."

"So you don't want us to attack the flagship?" The messenger boy asked.

"We've been informed by Caleb that the Artemis has been doubling as a prison transport." Lucky said. "He has also stated that we are to not make an offensive maneuver upon the flagship until all prisoners have cleared out."

"Why?" The messenger boy asked. "It's not like Caleb ever cared for anyone other than himself."

"I beg to differ." A voice said from outside the storage shed. The rest of the resistance turned to see that Sharpshooter and his gang had been listening in.

"As sadistic Caleb is, I can attest that he is not heartless by any means." Sharpshooter said. "During his tenure as the greatest warrior in South Paris, he has shown nothing less than compassion for our people; going out of his way to horribly torture those who imposed any sort of threat upon our people and our great city. He has shown a need for teamwork; a leader of a gang of four and an organizer of this resistance. Without him, you wouldn't be standing here with your fancy maps and plans. He has even shown love, and to a virgin of the North no less. I didn't expect it from him either, but it has happened."

Everyone just stared in silence.

"And messenger boy." Sharpshooter said. "Remember the one who gave you hospitality after that bombing raid killed your parents and every home you've been in had been ransacked by other gangs?"

The messenger boy just looked down in shame.

"Caleb Stern gave everything to save everyone in this city from the same cruel fate, be it people he loved or people he hated." Sharpshooter said. "And is this how you want to honor him? By killing the prisoners he sought to save? I don't think so! Today is the day we honor our greatest fighter, a valiant avenger and dare I say a worthy opponent! Today, we will bring his wish to life and bring upon a new world to live!"

Everyone just cheered as Sharpshooter finished his speech.

"Touching." Lucky said. "Now what do you propose to do?"

"My gang and I are skilled in guerilla warfare." Sharpshooter said. "While you guys lure the ships in, we'll organize a battalion to thin out the ground troops and steadily take them out."

"Excellent." Sarrazin said. "With all parts in motion, we can only arm ourselves and prepare for sunrise. Now let's go."

The team then cheered and headed out, grabbed their weapons and prepared to take their positions. The revolution had now begun.

Back on the Artemis, Caleb regained consciousness and found himself surrounded by pure darkness and unable to move. Permanently blinded and crippled by the attack on him, Caleb could only hear the cries of prisoners and the banging against steel bars as he immediately guessed he was in the prison hold of the ship.

"You're awake." He heard a voice say. He immediately recognized it as that of Will V.

"Wh…Why coul…couldn't y….ou j…j…j...ust kill….me…? Caleb struggled to say looking at Will with his perpetually bleeding eye sockets.

"If I wanted you dead, I would've gave Kurnip the orders to do such." Will said. "No. You're too valuable. Besides, what would death teach you? Not to mention it would only inspire your resistance even further. Yes, Caleb Stern, I know all about your resistance and I can assure you we came prepared."

"How c…can any…anyone be a…as s…strong as…"

"I'm glad you asked." Will interrupted. "See, I needed a way to defend myself after your little massacre during my father's funeral. So I gave myself a dose of a highly potent, experimental serum that amplified my strength enough to torture you to oblivion; the same kind I give my Grand Army solders."

"What d…do yo...you want fr…from us?" Caleb said.

"It's not what I want. It's what my grandfather dreamed; what he envisioned those decades ago." Will said. "I remember what my ancestors said about Lyoko and all about Franz Hopper and XANA, so I took it upon myself to recreate the greatest program devised; a program that makes Zoltan look like your average playground bully. After we burn your precious city to the ground, XANA 2.0 will come and recreate the world in my own image; in the image my family wanted. Of course, when all is said and done, he'll outlive his usefulness and I'll have him destroyed so that I may rule over this new world. I will become God where God has fallen."

"You are n…no g…god…d." Caleb said. "Y…You're a mur…d…erer and a s…soc…iopath. Y…ou k…killed my fam…family; At least I ad…admit my atroc…atroc…atrocities."

"And that's supposed to make you better that me; make you purer?" Will said. "See, unlike you, I don't use honesty as means of bettering myself, I just make myself aware that I'm no better than the rest of the world by doing what I am doing. We're all given a path Caleb, I just take mine at face value and admit not only my mistakes but that it'll never make me a better person."

Caleb said nothing.

"And another thing: I never killed your parents. Or at least it was never intended." Will smirked. "Their deaths were only a matter of bad timing and circumstance. How does it make you feel knowing that your little freedom crusade was the result of a misunderstanding?"

"No…" Caleb said shocked.

"As sad as it is, I'm afraid it's so." Will said. "Now if you excuse us, we have a razing to prepare for."

Will then left the cell and slammed and locked the door. Will then walked away, but not before turning to his brother who had been standing in the corner the whole time.

"Coming, Theodore?" Will asked.

With one sad glance towards Caleb and with his head hung low, Theo remained silent as he followed his brother to his shuttle and to the Tower Prime.

Caleb could only lie down and take in what Will had given him.

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