Yumi and William had been working in the library for about an hour. They had made good progress, about half of their project being completed at this time. Yumi had thought it would take them at least twice as long as that, but she and William had worked diligently that night, a bit odd to her, but she was glad they had, her parents would be mad if she came home late tonight.

They had both been sitting in near silence for the last twenty minutes or so, both reading about their project topic: the spreading of nomads from Africa to the rest of the world.

William broke the silence, standing up as he spoke. "I know about the return to the past you guys did." Yumi was at a loss for words, not knowing what to think.

"I was scanned, remember? I'm not affected by the return to the pasts. I just want to know what's going on, and I plan to get answers." Williams face was one of determination, although some might see it as anger.

"Okay, William. About a week ago X.A.N.A. attacked. According to Jeremy he survived somehow, we didn't kill him the first time."
William looked at her, raising a brow.

"So you decided not to let me know about this?" Yumi couldn't think of what to say at first, deciding just to be blunt with the truth.

"We didn't ever really think about it..." She said I a shallow voice.

"I did go to Lyoko, ya know. I fought X.A.N.A. just like all of you did. That whole thing where I was possessed by X.A.N.A., that wasn't me. I feel like I deserve a chance to, I don't know, prove myself to you?" To Yumi, Williams voice had never sounded so sincere before. What he had just said made her not only feel bad for him, but also be mad at herself for not thinking about him that way.

*Ring* *Ring* *Ring*

Yumi's arm moved quickly to answer he ringing phone. She looked at the caller ID: Jeremy.

"Hello, Jeremy?"

"Yeah, it worked this time Aelita, I got through!" Jeremy was overjoyed at this for reasons Yumi couldn't fully understand yet.

"What is it Jeremy?" She asked, a bit of annoyance in her voice. She had no reason to be annoyed at him, but from what William had said to her she has begun to be annoyed at herself.

"You need to come to the factory immediately, we have a huge problem. X.A.N.A. has taken control of an American drone and, well... let's just say it won't end well. According to my calculations based on distances and speed we have about 9 or 10 minutes before it arrives." Yumi handled this much better than the average person would, being used to X.A.N.A.'s insanely destructive plans in the past.

"Okay Jeremy, on my way now." Yumi hung up her phone only to see William cross armed, staring at her.

"So, you have to go and fight X.A.N.A. again? I would love to help out, but for some reason I'm not sure you guys trust me." William had never really shown this side to Yumi. He was almost longing to be accepted by them, surprising Yumi.

"It's really serious William. Just... Follow me, okay?"

"Great! Finally I can get my revenge on that jerk X.A.N.A." William's voice was full of excitement at the idea of being able to face X.A.N.A. again.

"Let's go, Jeremy said we don't have long."

"Don't have long before what?" William asked.

"Before we become a crater in the ground."

—

"Okay guys, we don't have long. Yumi will be here soon but you will need to go on without her."

"Okay, Jeremy." Aelita answered pressing the button sending the elevator down. As the doors slid open, they all stepped into the scanners, Odd complaining about missing dinner while doing so.

"Scanner Odd. Scanner Ulrich. Scanner Aelita.
"Transfer Odd. Transfer Ulrich. Transfer Aelita.
"Virtualization!"

Their minds zoomed through the cables of the scanners and were encoded into their virtual form. They all fell with a thud onto the ground of the desert sector.

"Okay, the tower should be due east of your location, but watch out, three tarantulas up ahead."

"Jeremy, how about some vehicles?" Ulrich asked.

"Sorry, but some files were lost when we shutdown the supercomputer, your vehicles being one of them. I'll reprogram them later, but for now you will just have to move on foot."

"You guys ready?" Odd asked, already starting of towards the tower.

"Wait Odd, we don't know how powerful these monsters are." Aelita said, concern and worry deeply rooted in her words.

"Don't worry Princess, we've handled them befo..." Odd was knocked to the ground by three consecutive laser shots.

"Odd, you okay?" Ulrich asked, confused by what had just happened.

"Yeah, but it just shot three shots at once." Odd turned towards the monsters, "That's a little over over powered don't ya think, X.A.N.A.?"

"I think that's what he was going for, Odd." Ulrich pointed out.

"Guys, we only have six minutes before the city is destroyed. No rush, but you may want to find a way to get rid of those monsters." Jeremy said through his headset.

"Odd, try climbing up that ridge and see if you can take any of them out from a distance, I'll try moving on them with my super sprint. Aelita, you can cover from the air, but be careful, this attack is pretty big." Ulrich's true leadership skills were brought out often through Lyoko and this was one of those times. Everyone got in position, and when Ulrich gave the signal, they moved on their targets.

"Odd, hit the one on the right!" Ulrich yelled from the middle of an open area to the left of the ridge Odd was perched on.

"Got it!" Odd yelled back taking multiple shots. The first three missed, but the forth and fifth hit dead center. The tarantula collapsed before exploding into loose code.

"Great job Odd." Jeremy complimented.

"Thanks Jer..." Odd was hit by another three round burst in his chest, devirtualizing him before he even hit the ground.

"Odd!" Aelita yelled in concern.

"Ok Princess, we need to focus our attention on the one in the middle, try to fly over it and distract it while I go in for the kill." At command Aelita moved over to the monster. It shot multiple bursts of lasers, first from its left side, then the right. Aelita masterfully dodged every shot as Ulrich used his supersprint to take the monster by surprise.

"Aahhh!" He yelled as his dual wield swords punctured the X.A.N.A. mark on the tarantula's head. Ulrich was blown back as the monster exploded into code, his swords moving far out of reach. As he dashed to get them, Ulrich was hit by all three lasers the tarantula had to give. He was devirtualized on the spot, not even seeing it coming.

"Ulrich!" Aelita jumped. She was all alone now, and even with her energy fields, she was no match for the monsters extreme strength and accuracy.

"Jeremy, what do I do?" She asked. Just as she finished asking Jeremy turned his head to see the elevator doors open.

"Yumi, get to the scanner quickly, Aelita is..." He paused as William entered his line of sight.

"I thought William could help out, so I brought him along." Yumi said, her voice awkward as she spoke.

"Well, both of you get to the scanners. Aelita is in trouble and the drone will be here in less than 3 minutes." With that they both headed down to the scanners.

"It's been a while since I've been in here, " William said, "but it's not like I came here that often anyway." William still seemed to Yumi like he was hurt, that he wanted to help the whole time but was never given a chance. She felt guilty for it, but her mindset changed as the scanner doors closed in front of her.

"Scanner Yumi. Scanner William."
"Transfer Yumi. Transfer William."
"Virtualization!"

Yumi and William fell to the ground right next to each other. They looked around them only to find Aelita in the sky dodging laser fire. The scene reminded Yumi of when her world history class watched a documentary on World War 2, the Anti-Air guns shooting down planes in the sky over Germany, Britain, France and many others.

Yumi looked over at William, his suit just as it was before he became possessed by X.A.N.A. He pulled his large sword into position and began to charge at the monster. His fury could be felt in the air, that is if Lyoko had any, and his speed was comparable to that of a predator chasing its pray.

"William, wait up!" Yumi yelled, beginning to run after him. Aelita was still dodging shots coming at her from the ground, her skills had kept her from being hit before now, but a persons luck could only last so long. As William got very close to the monster, it turned to face him, firing off six lasers, three from each arm. William used his super smoke ability to dodge them, although now his cloud of once black smoke was white with splashes of blue. As he came back up from the ground, he charged the monster, slicing it clean in half before it blew into bits and pieces of programming.

"Aelita, the coast is clear, you can deactivate the tower now. And hurry, we only have 30 seconds before the drone reaches us!" Jeremy was full of fear when he said this, his faith withering with every passing second.

Aelita sprinted into the tower, and due to her extreme speed she was in the middle of the tower almost immediately after entering.

The drone was now at its target. As it dropped to proper altitude, the clamps holding the nuclear device were released, causing it to free fall. Millions were seconds away from death.

Aelita was levitated up onto the second platform of the tower. As her hand pressed on the newly appearing terminal, the word "Aelita" appeared, followed by "Code Lyoko".

"Return to the past now!" Jeremy yelled. A white sphere grew from the supercomputer and over the factory, then the city, then the country, finally, the world. The bomb was stopped about five meters from the ground, milliseconds from detonation.

—

"I'm not exactly sure what to do about this guys, X.A.N.A.'s power is extreme and I'm not sure how long we can fight against that." Jeremy said, the gang all meeting at the factory.

"We could add someone else to the group." Yumi suggested.

"And who exactly would that be?" Ulrich asked

"William. He has helped us before and over all this time he has never told anyone about Lyoko or the factory. Plus, without him we may not have stopped X.A.N.A. last time."

"She has a point." Aelita said, sympathizing with Yumi.

"I don't trust him." Ulrich stated.

"Why?" Yumi asked. "What has he done to you?"

"I just don't think he can be trusted." Ulrich answered.

"Guys, why don't we just vote to see of we add him in, if at least four of us say yes, then he gets in, any less and he doesn't." Odd said.

"Good idea Odd." Jeremy said, pulling out some scrap paper and handing a small piece to everyone.

They all wrote their opinions in their paper, join or not. Once they were all finished Jeremy collected the papers and tallied the votes.

"Well, it's official." Jeremy said, the tension in the air building. "He's in."

Thanks for all the views and reviews, keep it up! Episode 3 will be out shortly!