In the city sewers, a rat is crawling into an intersection. He goes inside a tunnel, where there's a bunch of rats trying to get a pinecone that is high above them. It's past some chewed barbed wire. They try climbing to get to the pinecone, but every single rat keeps falling. One rat steps on the one who entered the tunnel, making him upset. He also tries climbing a rat, but that just causes the others to hiss at him. They screech again and he flees, going down the tunnel. He sniffs the air as something catches his nose. He looks up to see some black gunk hanging from a pipe above. He climbs through the pipe, ending up in a storage room. The rat looks around and sees green apples, scampering past an outlet. That outlet releases one of XANA's specters, who crawls towards the unsuspecting rat. The rat digs into the apples, the specter advancing towards him. Once the rat looks up, he's tackled by the specter, screeching in protest and trying to break free. The specter enters the rat, who struggles and tries to fight back, but is ultimately possessed. The rat opens his eye to reveal red pupils with the symbol of XANA in them...

Jim looks through a magazine of muscled men, knowing that he wasn't exactly in the best shape. The class is in the library for study hour. Jeremy is in front of his computer, talking to Aelita, since...he didn't exactly need to study all the time. Even if he wanted to, XANA usually is on his mind too much. "But I can't speak any louder, I'm in a library now."

"What's a library, Jeremy?" Aelita wonders, and somehow no one else hears her.

"A databank where everything's printed on paper. And where you can't make any noise," He informs the virtual girl with a smile.

"Oh, I guess because you need silence to concentrate on what you're studying," Aelita assumes correctly with a smile.

"Yes, and so as not to miss the match point," He looks up in amusement, where a makeshift net sits between Odd and Ulrich. They use pens for the side, and a book for the net, with books surrounding them. Yumi is sitting to Ulrich's left, and Amy is sitting to the left of Odd. She looks up from her book as Ulrich and Odd stare at each other. Odd picks up the paper ball they're using. He serves by hitting it with his palm, Ulrich smacking it back. Odd hits the ball with a small laugh.

"Hey, quiet!" Jim calls out, not even looking up. He then does, seeing the end of the table as well as the match. Ulrich hits it up into the air and Odd jumps, hitting it hard with a yell. Ulrich leans back in his chair to hit the ball, and it falls on Odd's side, just barely.

"Game, set, and match," Yumi declares the end of the game.

"Yeah!" Ulrich cheers, pumping his fists.

"You'll get him the next game," Amy places a hand on Odd's shoulder, all of them watching Ulrich falling to the ground. Jim walks up to him. He looms over the boy with his hands over his hips.

"Ulrich! Is that what you call studying?" Ulrich laughs sheepishly in response to the teacher. "In case no one told you, this is not the school yard! You are here to work, okay? And work means silence!" His voice booms throughout the library, Yumi snickering behind her hands. Amy covers her mouth to hide a grin, looking away as a small snort of laughter escapes her. "And no more games from now on!"

The principal opens the door, stepping into the library. "Ah, okay. Well, if that's the way you wanna play, I can play just as hard as you can, my little friends!" He turns around, grabbing the principal's ear. "You! Two hours detention. I-" He flinches and stands up straight as he realizes who he's talking to. "Ooh, sorry about that, sir, I—uh..."

The five snicker and the principal walks up to them. He stops behind Jeremy specifically, though glances at Amy as well. "Hello there, Jeremy and Amelia. Would you both come to my office now? I want to talk to you, it's very important."

"Huh?" Amy looks up in worry, wondering what this is about. They haven't done anything to suggest that they needed to come to the office...

The rats from before had managed to get the pinecone, digging in. The rat that they scared off before returns. They look up, hissing at him in unison. He lunges forward and attacks one, biting another. The victim falls, his arm shaking before he's affected to. The two look at the group, instigating a full attack on the horde, and their screams echo in the tunnels.


While their friends are talking to the principal, Odd, Yumi, and Ulrich wait outside the building. They keep wondering what the principal wanted with the both of them. They don't have to wait long as Jeremy opens the door, getting their attention. Amy steps out first with a pale expression and Jeremy follows, sulking.

"Jeremy? Ames?" Odd calls out as they look on in confusion from their silence. They catch up with the duo, Yumi stepping between them.

"What's going on?" Yumi asks the two.

"Well, you know the principal. He went on and on. He says the school psychologist and a college scout have been 'observing' the both of us for a long time. And they think that we're...overly gifted students."

"It doesn't take me three guesses to know who sent that college scout for me," Amy grumbles to herself as she looks annoyed.

"Is that all? But that's nothing," Odd dismisses their explanation. "We were scared that the principal had found out about the lab. Big deal."

"This is worse than anyone else finding out about the lab," Amy points out while closing her eyes.

"She's right, Odd. The shrink's decided that I have to take all kinds of tests tonight to determine what my IQ is," Jeremy continues in a forlorn way.

"And the scout wants to interview me so that she can determine how I'd fit as...a student," Amy adds in while biting her lip and closing her eyes.

"Yeah, so?" Ulrich questions as they still don't understand what that means.

"If the tests show that I have a really high IQ, the guy is gonna see to it that I get sent to another school," Jeremy explains and Amy sighs gravely.

"And if the scout deems me an exceptional student, she's gonna ensure that I get placed into this fancy college in the US for a business degree...in early enrollment too," She finishes, and all three stop in surprise.

"Huh?!"

"Oh no!"

They watch as the two continue walking. "Are you saying that they're gonna send you to a college and a school, for, like, future Einsteins?" Odd asks while staring at the two.

"Yeah," Jeremy stops sadly, Amy as well.

"I wish we weren't joking..." She murmurs in the same tone as him.

"That is serious," Yumi speaks up while staring at them. "If you're not here, we can never go to Lyoko again. We'll be down a person. And XANA will be able to do what he wants."

"It's not just that, guys. I don't wanna leave here because of you all. You're my friends," Jeremy says dejectedly, hands in his pockets.

"And I'm not ready for college, nor do I wanna move back home," Amy closes her eyes.

"Uh, hold on, cool it," Odd steps up to the two. "Don't panic, okay? I mean, they can't force you to change schools," He puts his arms around them while they keep walking.

"It's not all that easy. The psychologist creep couldn't wait to talk to my parents. He told them that at that kind of school, I'd be entitled to a big scholarship. My folks aren't gonna pass up a great chance like that," Jeremy reveals, walking ahead of the group.

"And the school is where my dad graduated from, obviously the scout would think that I'll go there. All about tradition with Dad, you know?" Amy rolls her eyes to the back of her head. "Besides, he's donated too money for them so that I get a huge advantage..."

A rat screeches, surrounded by the other possessed rats. They look down the tunnel that leads to the factory, swimming. They head right towards the ladder that leads to the factory...


The bell rings as classes for the day are now over. Everyone is out in the courtyard afterwards. "What's the big problem? You mess up on the test and interview, then they'll think you're total morons. Nobody will ever know, and you're home free," Odd suggests as they lean against the wall.

"Sure, I thought of that. Only there's a problem because tests like that are full of kinds of trick questions. And if you really wanna mess up and make mistakes, you've gotta be very clever," Jeremy tells the group.

"But that's great, since you're the cleverest kid around," Yumi grins widely at him.

"Well, okay. I'll do my best to flunk. But I can't promise anything," He walks away and they stare after him in concern. Amy then lets out a small sigh.

"As for me, it's the connections that are the problem. My dad is highly respected to these people, and that's never gonna go away," She frowns while crossing her arms. "So even if I sound like the stupidest person ever, he'll just donate more money to secure my spot."

"What about your mom? Doesn't she have an opinion about this?" Yumi raises a brow at her.

"My family is...complicated, so no, I can't rely on her to help me with this," Amy says slowly while looking away. Her mother has tried to negotiate with her father many times, but his mind was made up, unfortunately.

"Uh, I'll see you guys later. Keep me posted, okay?" Yumi says as she leaves them as well. The three glance to each other, worried about what'll happen to their group now...if they really do lose two members, the world is doomed by XANA, and no one would be able to stop him.


Jeremy walks up to the psychologist in the library later on. Amy walks in as well, followed by the college scout. "Ah, hello there, Jeremy, Amelia. Don't mind us, we'll be up here."

"Thank you," The college scout smiles and leads Amy away. She's a brunette woman in a red office suit with makeup and jewelry on. "We'll be in the back." Amy and Jeremy give each other a brief look of worry towards each other as she passes him. Her phone vibrates and she pulls it out to see a text from Odd.

Don't forget to be at your worst! Even though it seems impossible.

She lets out a small giggle to herself, smiling. She's glad that she confided in Odd about her family problems, because she has his support.

"Do you recognize me? I'm Dr. Simone, the school psychologist," The man introduces himself to the boy.

"Of course I do. Is it really true that you're planning to get me transferred to a school for gifted children? That's great, my parents are gonna be so glad!" Jeremy is faking all this excitement so that he can seem less intelligent to the man.

"Well, that's what we're here tonight to find out. Now, to start off, I'm going to give you a mulitple-choice test. It's a test in which you, well, I'm sorry, I'm sure you already know," He chuckles sheepishly as he'd be explaining himself twice.

"Who, me? No!" Jeremy answers innocently to the psychologist.

"Oh."

"Okay, Amelia," The woman smiles as they both sit down in the far corner of the library. "My name is Ms. Camillo, and I'll be interviewing you. I'm sure you've already made aware of why we're speaking today?"

"Oh my gosh, is it really so that I can get into your college? My dad will be so proud of me following his lead!" Amy gushes while holding her cheeks, trying to make it apparent that she's not excited about this at all.

"Yes, well, it's just asking you a series of questions of your history and your future. So, how did you become interested in our school?"

"My dad pays donations to you," Amy says bluntly and the scout coughs awkwardly.

"I see..."


The bell rings and everyone leaves for dinner time. "So what's for dinner?" Ulrich asks while he and Odd are heading up.

"Oh, I don't know. Some kind of hash. They all taste the same," Odd laments with a small sigh. He then turns to his friend. "Hey, you think Amy's doing okay?"

"She'll be fine, she'll bomb that interview so bad they won't even think about her dad," Ulrich waves a hand. "Wonder why she didn't wanna say more about her family, though."

"...Heh, guess we'll never know," Odd chuckles nervously, since he knows that her father is very stubborn and her mother failed to convince him to not go through with this. He looks at his phone again to see another text from her.

Wish me luck to bomb this to help save the world! I already know dinner won't satisfy your walking stomach.

He smiles a little and Ulrich glances at him with a knowing smile. He wasn't going to say anything...yet, at least.

Sissi opens the door to her bedroom, and turns on the lights. She looks at the floor and screams, since there are shredded clothes all over the floor. "Oh, oh! Aah! Oh no, it can't be! My brand new Gucci dress!" She picks it up and a rat falls from the dress. "Oh, I don't believe it!" She then sees the rat. "Ah! So you're the savage who did this!" The possessed rat screeches up at her. "Ugh! Here, take that!" She throws her show at it and it runs behind her wardrobe.

She groans and looks behind the cabinet, seeing nothing. She smiles in satisfaction, turning around.

Aelita is laying down on a pad, looking at the interface. She's studying more about the Earth. And in the Desert sector, where she currently is, there's pulsations. They lead to a red tower not far from Aelita's tower. She gasps as she hears the disturbance.

"Jeremy!" She appears on Jeremy's computer in his room. "Jeremy, listen. XANA's woken up, he must be preparing an attack!" Unfortunately, Jeremy's still taking the IQ test in the library...and he completely forgot about Lyoko thanks to the whole thing. "Jeremy?"


Jeremy puts down an answer as Mr. Simone tries to solve a Rubik's cube in his hands. Jeremy looks up, seeing his frustration. Mr. Simone puts it back down, tapping his finger against the table awkwardly. Amy is answering questions from a form, Ms. Camillo whistling to herself while writing some notes. Amy glances up a bit nervously since she has no idea what she could be writing.

Outside, below a power line, rats start to chew at the wires. They manage to black out the light. And thanks to all of the rats being affected in the whole town, this causes a blackout within seconds, including at Kadic. Students murmur in confusion at this.

"Sir, don't you think we oughta stop?" Jeremy looks up at Mr. Simone, having stopped his test. Not just because the power was out, but because he wants to leave as soon as possible. If he gets to postpone the test, he would be able to gather his thoughts on how to fail.

"Uhh, but that would be silly, huh?" The man reaches down to below the desk. "The, uh, tests are almost finished. Besides, the lights are bound to come on again," He pulls out a flashlight to shine in Jeremy's face, who gives a sound of surprise. The flashlight then moves to the test papers. "Ah."

"Ms. Camillo, maybe we should reschedule," Amy suggests with an awkward smile. "I can't write if I can't see anything."

"Ah, not a problem," Ms. Camillo pulls out her own flashlight, turning it on. "You can borrow this while you complete the application form," She hands it to the girl, who gives her a big pout. She takes it with her left hand and then starts writing again. Not what she wanted to come out of this, that's for sure...

Sissi flips the switch from her vanity lights continuously. "Oh...oh, what kind of a two-bit school is this?" She complains and then brushes her hair. While doing so, she hears a squeak coming from behind. Turning around, she stands up in confusion. Once she sees the sights, she jumps onto her vanity with a surprised yelp, knocking down some of her products. A glass bottle of perfume also breaks, and she looks at more rats that have appeared. They all screech at her and she stands on her bed, leaning against the wall. She starts to cry in fear as she inches slowly towards the left, trying to get to the door.

The rats hiss in response and she whimpers as she looks up. She's almost to her door. The rats stare at her as she jumps off and opens up the door rapidly. "Help!" She cries out as she closes it, the rats rushing over.

Back in the cafeteria, Jim stares at the students in shock. Some of them are messing around. "That's enough! Get back to your seats right now and quiet down!" He orders, but they don't listen to him. "Go on now, the lights will come on again soon. Now stop all your clowning around, understand?!" This at least gets the students quiet and one of them lifts up his leg. "Come on, now!" One of the students starts stomping on the table, Odd chuckling as he bangs his fist against the table.

Ulrich is one of the few students not fooling around and he could only stare. He could hear something amongst all of the noise. "Shh!" He holds out his arms. "Quiet down, listen!"

They're all confused, since they can't hear anything...until there's a shuffling sound from the ceiling. "What?" Jim looks up and decides to check it out. Once he opens the shaft, he glances to the side and flinches in alarm. A whole horde of rats are right there in front of him. He screams and loses his balance, falling to the ground.

Everyone looks up as the rats are heard, and then groups of them start falling down from the roof thanks to overwhelming the vents. They scream and start running away, aside from Odd and Ulrich. Jim gasps in shock as they continue to fall.

"We better get out of here," Ulrich informs Odd, yelping in surprise as another group of rats fall near them. The two start jumping on the tables, breaking a few plates in the process.

"Don't panic!" Jim calls out as Rosa, the lunch lady, is hitting some with a tray.

"Take that! And that!"

Odd and Ulrich take the lead out of the cafeteria. "Move, move! Out!"

"Don't panic, I said!" Jim tells the students from behind. "Just get out of my way!"

Rosa hits another ray with a tray. Ulrich jumps to the front door and is about to open it...when he looks outside. "Oh no," His eyes widen as there are many rats outside. And unfortunately, they're blocking the doors, so they couldn't leave.

"Uh-oh," Odd murmurs as he peeks outside as well to see them.

"We're trapped!" Ulrich slams his fist a little on the door.

"Nice going, XANA. The rats all waited for night time and they attacked us as soon as we were all in the cafeteria," Odd comments bitterly, and a few students shove into them. Before they could wonder how they were going to get to the factory now, they have to alert their friends first. Amongst the chaos, Ulrich manages to pull out his phone to make a call.

Yumi's reading a magazine as her phone rings from the floor. She picks it up with a small smile on her face. "Is that you, Ulrich? Huh? What?!" She sits up in alarm once she heard what's going on at the school.

Jeremy and Amy's phones go off at the same time, with both of their respective helpers taking them. The boy looks up in alarm. "Oh, but-"

"After the rest, you can make all the calls you want," He interrupts just as Amy reaches out to her own phone. Ms. Camillo drags it away from her.

"Wait, but it could-"

"You're almost done with the applications, and then you can have it back," She waves a finger. Amy gives a worried frown, glancing over her shoulder to where Jeremy is. If it's because of who they think it is, then they need to get out of there now...


"Oh, what's the matter? Why don't they answer?" Ulrich grumbles at getting voicemail from both their friends. The students are arming themselves with their lunch trays, luckily too scared to really focus on Odd and Ulrich.

"The extinguishers, Jim!" Odd pops up next to him. "Hurry up!"

Jim has his back pressed against the wall as the rats are cornering him. Meaning he wasn't gonna be much help. "Don't panic, j-j-just don't p-p-panic, okay?" He stammers as Christophe runs past him with the fire extinguishers in hand. The students start moving them down in a formation.

"Pass 'em down!" Odd tells the others.

Sissi opens the door to the dorm building, giving a nervous look as she glances over her shoulder. She could see what's going on outside the cafeteria.

"Okay, outside everyone," Odd tells the students while Ulrich uses the fire extinguishers to fend off the rats. It's working, but not enough to make a path for them to go anywhere. "There are way too many of them. We'll never able to hold them back all night!" He and Ulrich are fending off the rats. And they had no clue where their friends are, so they're in serious trouble.

"Help, help!" Sissi cries out from her spot. "Over here!" The rats turn around to the girl.

"Sissi! What's she doing here, anyway?" Ulrich wonders; he figured she would've been at dinner in the cafeteria.

"We have to help her or she's gonna be eaten alive!" Odd informs his friend.

Jeremy tries to finish, as does Amy so that they could get their phones back. They have a bad feeling about it...shuffling is then heard at the door. Mr. Simone points his flashlight at it while Amy looks behind her. Ms. Camillo herself looks fairly annoyed by the noise as well. "That noise is unbearable!" He storms up to the door, the two students watching him. He then throws open the door. "Listen, this racket has got to..." He trails off as he sees the rats looking up at him. He then steps back as they lunge forward and he yelps. The door is slammed shut by Jeremy, the three rats falling to the ground.

Amy stands up in alarm, rushing over to the two and baffling Ms. Camillo. Mr. Simone's hands are shaking from what he just went through. "T-they're rats! Like a whole army of them!"

"Oh, XANA," Jeremy mutters knowingly while Amy gasps. "They're trying to eat through the door. We've gotta barricade it."

"Did you say rats?!" Ms. Camillo then faints on the ground, the brunette glancing back at her.

"I guess we're counting her out then..."

The rats look up as in the distance, Yumi is riding a bike towards them. Ulrich gives a relieved smile, as he asked her to come here to help them out. "Ah, here she comes!" Yumi drives past the rats, knocking them down and she skids to a stop near Sissi. She gives a shocked gasp.

"Your carriage, Cinderella!" Yumi smiles a little, gesturing behind her. Sissi gets on and Yumi speeds through the rodents, Sissi hanging on as tight as she could. The rats all spread out, since they had seen what had happened to their comrades. Yumi skids over to the group of students and her friends.

"Welcome to the Rat Pack!" Odd jokes with a small smile.

Jeremy, Mr. Simone, and Amy stare at the barricaded wall. The rays are still making noise outside, however. "Okay, keep going along, sir," Jeremy looks up at the man before ushering Amy to join him. She runs behind him as he grabs his laptop. "Oh, let's hope this will hold them back long enough," He then opens his laptop to get into contact with Lyoko. "Aelita?"

Amy glances up at the man to keep watch.

Aelita is lying down on the sand, hiding behind some rocks as she looks up ahead. "XANA has activated a tower, you guys. I've spotted where it is. I'm on my way there now," The activated tower is on a floating plateau across a bridge. "I'll try and get a closer look, okay?" She then logs off and Jeremy closes his laptop with a worried sigh. Not just for Aelita, but because of the situation we're in.

"We have to find a way out, Jeremy. Our friends need our help," Amy looks over her shoulder.

"I know, but it won't be easy..." He then sees his cellphone.

Yumi is helping protect the students along with Odd and Ulrich as her phone goes off. "Hello, Jeremy. Yes, the rats have attacked. Okay, right, we'll meet at the lab," She then hangs up, looking towards Odd. "We have to find a safe place."

"Where, huh?" Ulrich asks from a few feet away. "The rats are all over."

"Oh, I know one," Jim speaks up, getting their attention. "The only place with no access to the sewers is the science building, let's go!"

"Better hurry," Yumi glances over her shoulder.

Jeremy looks out the window, thinking they could get out that way. But it's blocked by more rats. "Oh, this time we're the rats in the trap, and I don't like it at all..."

"Well, just like rats, we have to get out of the trap, right?" Amy turns to him with a small smirk. "So we have to find something that'll get them to back off."

Jim's hand is shaking in front of the door, unable to move. "Hey, get a move on, huh?" Odd looks over the crowd at the gym teacher. "The extinguishers are nearly empty!"

"Come on," Yumi gently grabs the teacher's wrist. "Easy does it," She guides the key into the keyhole with a small smile. Jim gives her a look of surprise that she's not making fun of him like the others would, and then opens the door.

"Faster!" Christophe runs inside first, followed by the others. The rats chase them down.

"Hurry up!"

Ulrich is the last person as he slides to a stop. He attempts to use the extinguisher...but it's empty. He gives a shocked gasp as there's nothing else to keep them at bay. "Oh, what do I do now?!" He drops the extinguisher and makes a break for it. He yells as he jumps forward, Odd slamming the door shut. Ulrich pants out of breath, signaling that he's okay by giving a thumbs up.

"Okay," Yumi demands from the stairwell. "Let's go up to the roof. If the rats get in, we'll be safe up there!" She leads the way once everyone is in, Odd closes the door. Yumi and Ulrich look over the edge of the building. Odd joins them a few seconds later, and they hear a large thud. The blond gasps in shock as the rats have resorted to chewing down a tree. The trio look up ahead in disbelief as the tree falls down and breaks a window, allowing the rats to get inside. "We have to get to the factory. Jeremy and Amy will meet us there, as soon as they can, that is."

"Sounds great, but how do we get there, huh?" Ulrich looks up at her since they couldn't go back the way they came. And jumping down is already dangerous.

Odd looks around and finds a hose, throwing it over the side. He starts to climb down while holding onto it. "Here I go!" He then lets out a shout as he jumps down.

"Hey, wait, come back!" Jim exclaims in a panic. "What are you doing?!" Ulrich stares at him for a few seconds and then jumps over the edge. "No, come back here! You can't-hey, come back here, hey!"

"Too late!" The brunet calls out as he slides down the hose. He, Yumi, and Odd then take off together into the forest. About a minute later, they make it to the manhole cover. Once Ulrich heaves it open, the their pathway is covered in rats. He gasps in disbelief at this.

"No choice, we have to go over the wall," Yumi declares while clenching her fists.


Mr. Simone flicks the flashlight on back and forth while he's freaking out. "Not rats. Anything but rats." Jeremy looks up and notices the direction of the flashlight. "When I was a boy, a rat came up to my...my room," He whimpers, and the two notice that no rats are in front of the window. Jeremy gasps and snatches up the flashlight, to the bewilderment of the man. Amy looks up as Jeremy flashes the flashlight once, and all of the rats fall backwards in fear.

"Bingo! Amy, wake up Ms. Camillo first."

"Okay!" She runs over to the woman, shaking her gently. "Ms. Camillo, we need your help. Can you hear me?"

She lets out a groan and sits up, holding her head. "What's going on...?"

"You two stay here," Jeremy turns around to Mr. Simone. "Amy and I have gotta get to the photo lab. Be right back!" The two then take off, the two adults just blinking wildly and wondering what is going on.


Ulrich, Odd, and Yumi run towards the bridge of the factory, coming to a stop to see a rat. That rat has friends, however, as there are so many of them on the bridge that they couldn't even cross it. "Ugh, XANA's thought of everything!" Ulrich grumbles as he shakes his head.

"Coe on!" Odd runs off to the side, jumping over the railing. They stare after him in silence before Yumi looks over the edge. Ulrich joins her as they see their friend standing near a raft.

"Care for a little cruise?" He calls out to them and they smile at each other.

One rat screeches once he sees the three using the raft. He then alerts the other rats while Odd and Ulrich row as fast as they can.

"Faster!" Yumi urges the boys as the rats all gather together, jumping towards the water. They look towards the bridge in shock as the rats start swimming over. Once they reach the other side, they jump off and leave the raft behind. They run as the rats scurry over. "Hurry up! Faster, hurry!" They jump through a side door, closing it just before the rats could get in.


Jeremy opens up the doors, the two adults not having moved from their spots. Jeremy and Amy are carrying a bunch of equipment in their hands. Once they look towards the windows, they let out huge flashes from their cameras.

"It worked, great!" He smiles and Amy turns to him in relief.

"Good, now let's hurry before things get worse."

Mr. Simone is confused as the two students drop the equipment onto the table. "If they come, use these. It'll chase them away!"

"Stay-" Mr. Simone gives a shocked sound as the two see the students open up the window. "Please don't go!"

"You can't just leave us here!" Ms. Camillo holds out a hand as the duo create another flash to drive the rats away.

"I'm...afraid of rats! Uh! Oh no...help!" He hugs Ms. Camillo's shoulder and she glances at him in annoyance.

"My hero..." She mutters in dismay at this.


Yumi goes through the elevator to reach the computer. She then stares at the screen in confusion since she's never been in Jeremy's place before. She then calls him for his help. "Hey Jeremy, I'm in the lab. I have to contact Aelita, and virtualize Odd and Ulrich. Explain to me how to do it." If they wait too long for him, the rats would catch up to them at some point.

"Listen up now," He speaks into the phone as he and Amy make their way over. She sends another flash to a group of rats approaching.

Aelita closes her eyes, looking up with a shock as she hears a noise. Two Krabs are approaching, and fast. She gasps sharply as she takes off into a run, the two monsters firing after her.

"Okay," Yumi puts her phone to her ear. "That's done. I found the activated tower, and I've located Aelita. She's got a problem. Um, what? Speak louder, I can hardly hear you. I have to type in the coordinates? Say that again? 19 degrees west? That's it, isn't it? 19 degrees west?"

"Wait, no, I said 79 degrees west, 79 degrees west!" He shouts into the phone. "Listen, Yumi, the rats have invaded the city, do you hear?!"

"Okay, I'm ready," She states as the call breaks due to the rats having gotten into the phone lines.

"Yumi, can you hear me?" He hangs up the phone and Amy sighs heavily.

"Come on, let's go!" The brunette runs off and he follows after her.

Yumi types 19 and the scanners open up just as the boys arrive in the scanner room. "Transfer Odd." He steps in first as the doors close, followed by Ulrich. "Transfer Ulrich," She hesitantly types the keys as the process starts. "Scanner Odd. Scanner Ulrich. Virtualization!" The two boys are virtualized into the desert sector. When they land, there's no sign of Aelita or the activated tower.

"It's okay, you did it, Yumi," Odd reassures their friend.

"Do you see Aelita?" The girl wonders as they take a look around. It's only desert, wires, and rocks.

"No, she should be around here somewhere," Ulrich reports and Yumi realizes what happened.

"Oh on, I didn't enter the right coordinates! I virtualized you too far away from Aelita."

"That's okay," Odd essentially shrugs it off. "We could use a little exercise to get warmed up."

Meanwhile, outside of the factory entrance, Jeremy and Amy stare at the army of rays that are still there. Amy smirks a little as they had a way to get past them now. Both of them hold up their equipment.

"Smile," He flashes the rats first.

"Say cheese!" Amy winks as she does the same.

Ulrich and Odd run as fast as they can, panting as they race to find Aelita. Ulrich skids to a safe stop a few seconds later, followed by Odd. "Do you see her now?" Yumi wonders and looking up ahead, they could see something in the distance. Aelita is still being chased down by the Krabs.

"Yeah, I see her!" Odd points up ahead. "She's here. The only problem is, she's not alone."

"Be careful," Yumi warns them while Aelita looks over her shoulder in a panic. Once she turns back around, she sees her friends waiting for her. She then slides onto her knees in exhaustion. Ulrich bends down to her.

"Hello, princess," He slightly teases her.

She looks up in relief to see them. "That was close. I just managed to get away."

"Your two knights in armor have come to protect you," Ulrich reassures the pinkette. The Krabs stop as the three step forward. Aelita hangs back as a Krab stomps its two front feet on the ground. It then slides its back legs backwards, and the three continue walking. However, the ground starts to shift upwards.

"Hey, you know, this is kind of weird," Odd states as they slowly start to struggle with movement.

"Odd, Ulrich, what is happening?!" Yumi asks in shock, her eyes wide.

"That's a good question," Ulrich looks up as they're hanging onto the moving ground. And it continues to move, threatening to slide them into the Digital Sea. Yumi looks around at all of the screens, tapping the keys. She couldn't begin to understand how Jeremy does this on almost a daily basis.

"I don't understand! It could have been my mistake," Her hands shake as she starts to panic, thinking that she might've pressed a key to cause this. "Although..." She looks around at all of the screens again.

"It's XANA," Aelita explains as they start sliding down. "He's changing the slope of the plateau. Better hang on tight!" She looks up at the boys, giving a nervous sound. She just was now figuring out why XANA had trapped the only one who could fly at the school... Odd's claws slip the same time Ulrich's foot does. They all start falling towards the Digital Sea. Aelita presses her hands to her forward, using her creativity powers to create a platform underneath them. The three then land roughly with a large thump.

"Wow, well done, Aelita," Odd smiles a bit towards her before a laser lands right in front of his face. He yelps, looking up to see that the Krabs are moving just fine. They're heading right towards them while firing. Aelita looks up as they're about to fire at her, covering herself with her arms.

"NO!"

Before she could get hit, Ulrich stands in front of her to take the attacks for himself. Yumi gasps in shock as his life points deplete fast. "Two Krabs, a battery of lasers, ten life points lost per impact!"

He doesn't devirtualize, thankfully, but he is at risk of it now. They press their backs against the wall as the lasers just keep coming in front of them. "Ulrich, you cover Aelita," Odd speaks up, getting their attention. "She's lost too many life points. I'll try to attract their attention," He then jumps across to grip a rock. He swings himself upwards to stand on the rock, looking up towards the Krabs. He leaps again to keep grabbing rocks, swinging himself to the right to land. He hugs the wall, recollecting himself as he turns towards the Krabs across his right. One Krab turns around towards him and he points his fist at it. "Laser Arrow!" He fires three of them, the first getting completely destroyed by the laser. The second one is also destroyed by a laser, but the third is the one that destroys the Krab. The other Krab starts to fire towards Odd, who ducks and jumps. However, not fast enough, as a laser knocks him on his side. The Krab continues to fire and he braces himself as like Ulrich, he gets hit several times.

"No, Odd!" Ulrich looks up in concern. "Get out of there, now!"

Odd jumps to grip a rock, swinging around while avoiding lasers. He looks up, leaping to grab another rock. However, a laser destroys it, causing him to fall. He screams as he has nothing to grip onto anymore. "Odd! No!" Ulrich yells, and for once thankfully, one of the Krab's lasers devirtualizes Odd before he could fall into the Digital Sea. Ulrich presses his back to the wall, both him and Aelita disappointed to lose him.

Yumi frowns before two hands touch her shoulders, revealing to be Jeremy and Amy. "Need any help?"

"Oh, guys, you're finally here," The girl sighs in relief to see them. "Listen, Odd has just been devirtualized, and Ulrich has hardly any life points left. Could've really used your flight a few minutes ago, Amy."

"I'm here now, and I'll do what I can," Amy gives her a small smile.

"Well, you know what you two gotta do now, Yumi," Jeremy tells the two and they look to each other, nodding sharply.

Back at the school, everyone is huddling together on the roof. They could all hear the rays trying to chew through the door. Some of them give a look of fear towards the door, wondering if they would be able to hold the rats off long enough...

The alone Krab is still relentlessly attacking Aelita and Ulrich. He uses his sword to deflect the lasers as best as he could. Aelita shields herself behind him. Even though he's trying, Ulrich still gets hit and knocked onto the ground. He and Aelita look up in a bit of worry as they're now cornered. He narrows his eyes, jumping forward once the Krab fires again. He stabs the monster through the eye just as it fires right at his stomach. Aelita slowly looks up as he devirtualizes as well. The Krab then lifts up a leg, about to harm Aelita.

"NO!" She cries out before a fan comes flying in, slicing off the leg. Yumi catches it as Amy stands behind the girl. Yumi jumps off the edge as Amy flies in from behind, grabbing her friend and swooping down towards the Krab. The monster looks up as the girls throw both of their weapons. Amy's goes through another leg and Yumi's fan hits the target, causing it to explode. Amy then lifts up her body so that she can slowly fly down with Yumi in her hands. The two land near Aelita with smiles, and she returns one thankfully.

The rats start breaking through the door at the science building's rooftop.

Aelita steps up to the tower, the girls glancing back to watch her enter it. She walks up to the center of the platform and starts floating.

"Go on, Aelita. You're there now, go on," Jeremy encourages her, Odd and Ulrich watching. Aelita then lands on the top platform.

Mr. Simone backs away after having barricaded the door with a bunch of books with Ms. Camillo. The rats start coming through a space towards the bottom. "Say...say cheese," He holds up the camera equipment, whimpering a little. Ms. Camillo presses her back against the wall, letting out a terrified sound.

Aelita presses her hand to log in.

Aelita

An army of rats swarm onto the roof of the science building, alarming the students, Jim, and Rosa.

Code

Some of the students start screaming and shaking as the rats approach fast.

Lyoko

One rat jumps, only for it and the others to freeze in place thanks to Aelita. The tower deactivates and Jeremy starts the time reset. "Return to the past now. Everything is then reversed, back to when they're in the library.

"Jeremy," Yumi speaks up with a small smile. "Hey, did you figure out a way to flunk the test, hm? And Amy, did you figure out a way to flunk the interview?"

"Well, now that I know all the questions, I shouldn't have any trouble giving all the wrong answers," Jeremy smiles a little while Odd is sitting next to him reading a book. Amy looks up from a pamphlet of the college.

"And Jeremy's given me everything I need to flunk the interview," She smiles gratefully towards him. "Since we were both in the library, he gave me a bunch of fake answers to the questions, so I'm sure I won't hear from them again afterwards."

"Are you sure these are gonna work?" Ulrich wonders to his two friends.

"Anyway, we've got foolproof ways of flunking. I'm gonna get all my answers from Odd," Jeremy places his hands behind his back. This causes the other three to giggle, while Odd is not amused by this at all.

"Yeah, yeah, go on, laugh your heads off, but who knows? You might be in for a big surprise!"

"Ah, but it's for a good cause, you know?" Amy places a hand on his shoulder.

"Sure it is," He rolls his eyes bitterly, but gives a small smile to himself for her reassurance...even though he's still not good with his grades. "But aren't you worried your dad will just send another college scout to you?"

"Nope," She reveals with a small smile. "He really wants me to go to his college, so once I don't pass, he won't try with a different one." Plus she has hope that once she fails, it'll show him that she's not ready for college right now.

"Quiet!" Jim calls out, looking up at them. With Jeremy getting the answers from Odd, and Amy's answers from Jeremy, there is no way that they would be going anywhere anytime soon!