Chapter 1

XANA rested, allowing his many programs and diagnostic systems run while he considered the battle he had been waging against the children. It didn't seem as if they would win, but each time they arrived on Lyoko, they managed to not only defeat him, but they managed to humiliate him. Strange, how he had begun to have human emotions since interacting more with those annoying pests. They were limited to rage, hate, loathing, and maliciousness, but they were still emotions. Now, he was experiencing a new one: interest, or could it be called curiosity? Well, he was interested, at least. Despite being so infuriating, the children were interesting to watch. There was Odd, who was always up to something that annoyed others (it was good to see others annoyed, for a change), and then there was his "best friend" Ulrich (what was a best friend, anyway?). Ulrich was wrestling with an attraction to the girl, Yumi, who had a family nearby (family was another intriguing concept). Then there was Aelita and Jeremy. If it weren't for Jeremy, he would still be dormant, but the intelligent young boy had caused him a lot of frustration. After all, without Jeremy, the children would not be able to stop his attacks. Then there was Aelita. She'd arrived on Lyoko with her father, Franz Hopper, many years ago, and she'd been his unwilling companion for all that time and for more than a year after Jeremy had discovered the super computer. It was clear that the other children cared about her and that Jeremy adored her.

Well, the children would receive a small vacation today. There was a virus somewhere in his code, and he had to expunge it before launching another attack against the humans. Should he attempt an attack while holding a virus, he could be reformatted or deleted altogether. He didn't want to risk that. He wished to remain as he was, thank you very much.

One diagnostic raced back to his mainframe and reported that Franz Hopper was trying to escape his prison. XANA quickly relayed his orders to the little bunch of data that was acting as his servant and sent it off on its task. It chirped at him and zipped away, intent on stopping that infuriating Hopper from getting out.

"It won't work, you know," Hopper's voice said, reverberating in the chamber that XANA used as a resting room. "I've been watching this virus. As it goes through your system, it changes your programming and directives. You'll still be XANA, but hopefully you won't be intent on destroying the world anymore."

XANA snarled, allowing his rage to show. "If you had anything to do with this—" he started, but Hopper cut him off.

"If I could do this, I would have done it a long time ago!" Hopper snapped back. "Do you think I like being trapped in this room without a way to help my daughter or even talk to her?"

"You sure managed to talk to me!" XANA shouted, making his own voice reverberate. "For years I've heard nothing but 'Let me out!' 'Leave my poor daughter and those kids alone!' and 'Let me out so I can go to my daughter!' Honestly! Does having offspring make a being turn into a nagging pain, or is it just you?"

"Well, let me out and you won't have to listen to me anymore," Hopper pointed out. "And if I could talk to Aelita from here, believe me, I would have, but this program won't reach that far. Besides, you're afraid of what I could tell those kids, aren't you?"

XANA didn't answer. He did not want that to happen. Hopper knew too much.

A diagnostic raced in interrupting the conversation. It chirped urgently at him, and then it chirped as if it were being driven mad. Slowly, its programming changed, and once XANA saw what it was, he was horrified. It was not itself anymore! No! Anything but that change! He had come too far and worked far too hard to let that happen!

Suddenly, he noticed that his chamber code was changing slowly from his code to something else, something that was him but not quite him. Frantic now, he called up a terminal and tried to halt the program, but it kept going. It was no good: he was on his way to something else. As the code reached him, he had a lingering thought: if he was affected by it, what would happen to Hopper?


For what seemed an eternity, the code ate through his entire being, leaving small burning sensations wherever they touched him. Slowly, very slowly, he felt his objectives change and modify themselves into something else. As the code reached his core, it burned with pain that XANA had never realized he could feel.

Just as quickly as it had come, it went, leaving him wonder just what it had done to him. It may have changed him, but what was the change? He still felt like himself, and he was still XANA, and he still lived in the supercomputer. What had that virus and the resulting change of code done to him? More importantly, what had it done to Franz Hopper? Frantic now, XANA called up a diagnostic and sent it to check on the man. It buzzed there and came back, chirping that Franz was all right, he was just resting. When spoken to, Franz had said that the virus hadn't affected him at all.

Well, that was good, XANA thought. At least Franz was all right. If Franz was all right, his primary source of information about himself and the supercomputer was intact. Even better, his one companion was not harmed. Loneliness often seized him, and he didn't want to undergo it again.

What was the change? He called up an output screen, but in all of the programs, in all of his code he could spot nothing wrong. Even more, everything seemed fine. Frustrated, he opened a video link that kept an eye on the children and watched them. Had they noticed anything? No, it seemed they hadn't. They were outside on the quad of their school, and they were playing that game with the black and white ball. It was almost dark, but they weren't letting that stop them. They were having fun, kicking back and forth and cheering for one another whenever a point was scored.

Content to watch, XANA sat still and observed as they finished their game and headed inside. He listened to Odd and Ulrich argue about a dozen different things before they headed to bed, and he actually heard himself laugh as Kiwi, Odd's little odd pet, jumped up onto Odd's pillow so the boy couldn't lie down.

Laughter. That was new. But surely he'd laughed before? It seemed so natural.

He checked on Yumi, and she was already in bed. The same for Jeremy. Aelita was in bed with a book in her hands, but she was asleep. Ah, how typical of the girl. She was still so desperate for knowledge of the world that she usually sought it through books in her spare time. Despite regaining her memories, she still wanted to know, know, know. It was almost endearing, how she fell asleep with a book almost every night. Also endearing was how she curled up with that little toy as if it were her dearest friend. What did she call it? Ah, that was right. Mister Puck.

XANA switched off the monitor, confused. Had he always been so watchful of the children? There was some connection between him and them, he knew it, but what was it? He could remember their coming to Lyoko, but what were they doing there? What?

Gradually, he began to remember. They came to Lyoko to play games! It was like their video games, but only better since they were actually inside the game! That was it! He sent his creations against them to challenge them, and when they didn't manage it, nothing worse happened than being sent back to Earth and not being able to continue the present game.

That was when XANA realized what he'd been doing lately. He'd been destroying sectors one by one and ruining their game! Even worse, he'd been using Aelita to do so! That sweet girl! What virus had possessed him to do it? Feeling more remorse than he could ever remember feeling, he searched for the remnants of the ruined sectors and entered their code into his input screen. Then, he set up the parameters for their reconstruction and set the programs into motion. Smiling, he began to write new codes for a new sector. He hoped that they would really like this new sector.

As the programs for the new sector ran, he checked on the children again just as his monitor told him that the wrecked sectors had been reconstructed. Wonderful. All of them were asleep, but all he would have to do would be to activate a tower to bring them to Lyoko. As his monitor readout told him that the newest sector was complete, XANA activated a tower.

He worked quickly, setting things up, but as he did so he realized that just having the children come to Lyoko to play games was not enough. No, he wanted more than that.


Beeping from his computer woke Jeremy, and he groaned as he got out of bed and stared at the monitor. He dialed the others as he got dressed and together they headed for the Factory.

"XANA sure picks some bad times!" Odd complained as they headed through the sewers. "I was dreaming that I was engaged to marry a beautiful princess!"

"Poor princess," Ulrich teased from behind his friend.

"That's not funny, Ulrich!" Odd protested. "She was gorgeous and she loved me! Give me some credit, huh?"

"I'll give you some credit for having some weird dreams," Ulrich commented.

"All right, you two, let's go," Yumi said as she slid down a rope. By this time they'd reached the Factory, and they rushed into the elevator, stopping only long enough to let Jeremy off in the control room.

"Head straight for the scanners, and I'll send you," Jeremy said over his intercom. "You're headed for the mountain sector. Be careful, guys, there's already a bunch of Kankrelats there and a couple of Krabes."

"Don't worry, Jeremy, we'll be careful!" Odd said, suddenly excited to have a chance to do some serious monster-bashing.

The scanners closed, and the computer monitor in front of Jeremy showed his four friends being uploaded into the program.

"Okay, guys, this is it," Jeremy said once the system showed that his friends were on Lyoko. "Now, look out for the Kankrelats, they're closing in—"

Ulrich's voice came over the speakers. "Uh, Jeremy? We've got a problem, here."

"What problem?" Jeremy wanted to know. "Everything looks normal from my end."

"Well, not from ours," Ulrich insisted. "We're not in the mountain sector. In fact, it doesn't look like we're anywhere at all."


"We're just in a big, gray room. That's it. There's no code to be seen, no monsters, no terrain, nothing at all, and Aelita says she doesn't recognize this place."

"I'm going to try to locate you," Jeremy said, a little worried by that point. "Don't go anywhere."

"Where are we going to go, Einstein?" Odd wanted to know.

Jeremy ignored him and began searching for his friends. It took him ten minutes, but when he found them, he gave a groan that could be heard by everyone. "You guys are trapped somewhere in Sector Five! Somehow XANA managed to interfere with the virtualization process, and you ended up where he wanted you to go! Aelita, can you call up a monitor in that place?"

"You mean we're STUCK here?!" Odd gasped, not willing to believe it.

In the room, Aelita held out her hands and to her delight, a monitor appeared. She began examining programs, and she actually smiled when she saw the answer to their problems.

"A smile's good, right?" Jeremy heard Yumi say. "You've found something?"

"I sure have!" Aelita said joyfully. "Jeremy, I'm sending all this information to you. It turns out that XANA was trying to build a portal out of Lyoko, but he's having difficulty. He's placed a program in the activated tower and is running it through there. All we have to do is get to the tower and deactivate it, and he'll have to start all over again!"

Jeremy sighed. "How are we going to deactivate the tower when you're trapped in there, Aelita?"

"Because it's an open switch!" she said, sounding very happy. "XANA's left it a bit too open, and now I've been able to get him! I've uploaded all of our information, and Jeremy, since you've been to Lyoko before, all you'll have to do is enter the tower and enter your code! Any of us will be able to shut down the code in that tower!"

Jeremy blinked at this, more than a little surprised. "I didn't know you could do that!"

"Well, I wasn't able to until XANA gave me a chance," Aelita said, sounding very, very happy. "And according to the programs running, once you deactivate the tower, we'll be devirtualized and sent home! It's perfect! XANA won't bring you here since he's already got us and he knows you don't come to Lyoko."

"I'd say go for it, Jer, it's our only plan," Ulrich said, putting in his opinion.

"It's our only choice," Jeremy pointed out. "All right, I'll be in Lyoko in a few minutes. Just hold tight."

All the way down in the elevator, Jeremy found himself worrying. It was a perfect plan, but he still didn't like it. Surely XANA had thought of all that? Jeremy had been on Lyoko just twice: that one time he'd almost deleted himself, and that other time he'd gone there to keep XANA from possessing him again. The computer was able to take all of them now and more, thank goodness, but he still didn't like the fact that he'd be going into Lyoko blind. He gave his friends an advantage by giving them the heads-up on monsters and where the towers were, but now he was going in without that much protection.

As soon as the doors opened, Jeremy felt his heart give a little thump of apprehension. He hated going into the scanners! He shivered as the door closed and the scanning process began. Slowly, he felt the change come over him and the next thing he knew, he was on Lyoko, in the mountain sector, staring down a huge amount of Kankrelats and a few Krabes.

He dashed behind a rock, praying they hadn't seen him. He stayed where he was, peeking out and counting his adversaries. Ten Kankrelats. Four Krabes. Oh, boy. That was when he got a good look at himself: Brown pants, darker brown boots, and a short blue kimono shirt with a white sash. Wow. His unconscious had thought up something this cool? Strangely, though, he still wore glasses. Holding out his hands, he called up his weapons: a quiver full of silver arrows and a silver bow. Of all the things they had studied in gym class, archery was his one and only favorite. He was always able to hit the target without a problem.

Tabling his bow and nocking his first two arrows, he stepped out from behind his rock and fired, taking down two Kankrelats as he reached for more arrows. Two more followed, and a Krabe was down shortly after they had disappeared. Jeremy found himself smiling: now he knew why Odd always liked shooting monsters so much! Six Kankrelats and three Krabes left. Jeremy had a feeling that they weren't going to last much longer.

He was right. One by one they went down, and then the tower was clear to enter. He ran to it, shivering as he went through the wall, and he headed across the floor, the rings on it lighting up as he did so. It was just as Aelita had described. When he reached the center, he was lifted up and carried to the next level, where a monitor showed up in front of him. He did just as Aelita did every time: he pressed his hand against the screen and waited.




The tower deactivated, and Jeremy found himself smiling. Everything was all right, and soon they would be…

With a rumble that nearly knocked him from his feet, the tower reactivated itself, running some sort of program. Jeremy was lifted from his feet again, and, kicking his feet and protesting all the way, he was carried to a different level, but as he was just about to be set down on the new platform, it gave way beneath his feet and he fell.

In their small room, Aelita and the others heard Jeremy before they saw him. He was screaming and sounding as if he were getting closer and closer. All of them were on their feet, looking around and watching for Jeremy.

"I hope he's all right!" Aelita cried, almost frantic from the screaming.

A hiss drew Yumi's attention to a corner. "Aelita, look out! Stay behind us! It's the Scyphozoa!"

Aelita shrank back and the others drew closer to her in protection, but the Scyphozoa did not approach. Instead, it stayed where it was, holding out a few of its tentacles as if in supplication.

They saw the ceiling of the room flux and Jeremy dropped through, landing in the Scyphozoa's tentacles. Gently, the thing lowered him to the floor and disappeared, leaving the way it had come.

"Okay, so how weird was that?" Odd wanted to know as Aelita shouted "Jeremy!" and ran to his side. Ulrich, Yumi, and Odd followed quickly, just in case the Scyphozoa was using Jeremy as bait for Aelita. Fortunately, it did not return as she and the others worked to bring their friend around. His eyes were closed, and things had apparently been a bit too much for him. A few seconds passed before he opened his eyes and looked around.

"What are we doing here?" he asked, looking around as Aelita hugged him in relief. "The tower was deactivated. We should all be home."

Aelita shook her head, looking sad. "I think I was tricked," she said, sounding upset with herself. "I think XANA's planned to get us all here, but we don't know why."

"Ah, there's the Scyphozoa?" Yumi reminded them.

"WHERE?" Jeremy yelped, getting to his feet and looking around.

"Relax, it's not here right now. It came through the wall a few minutes ago and caught you, but it didn't do anything more than that," Ulrich told him. "Weird behavior, I think."

"Really weird," Jeremy said, agreeing with Ulrich while Odd nodded. "We have to think of a way to get out of here before the thing comes back."

"Ah, too late, Einstein!" Odd shouted, pointing at it as the thing advanced on them. "Scatter, everybody!"

Everybody scattered, with Aelita being protected by Odd and Jeremy. Jeremy was terrified, certain that the thing would swoop down on them at any moment…but it didn't. It went after Odd, and when Odd tried to fire on it, he realized that his arrows had been taken away. Seeing that, the others checked to see if their defenses were working, and they weren't. They were helpless.

"Hey, no fair, XANA! You've at least got to give us a chance to kill the thing, don't ya?" Odd shouted, dodging tentacles.

"I'm coming, Odd!" Ulrich shouted. "Jeremy, get Aelita away from that thing!"

Jeremy did so, and Ulrich charged the Scyphozoa, hoping to distract it long enough for Odd to get away. He was almost there when a tentacle zoomed out of nowhere, wrapping tightly around him to keep his arms still and lifting him from the floor to keep him from using his super-sprint. A moment later, a creeper appeared, wrapping Ulrich in its tail as the Scyphozoa let go of him.

"Lemme go, you demented snake!" Ulrich shouted, kicking his feet. That was when Ulrich saw that Yumi had been captured by a creeper as well, and two Tarantulas had cornered Jeremy and Aelita.

From where he crouched with Aelita, Jeremy watched in horror as the Scyphozoa wrapped its tentacles around Odd and touched his head with other tentacles. They saw the familiar red glow of XANA surround Odd, and then the glow died, and an unconscious Odd was laid on the floor. The Scyphozoa reached for Ulrich next, and the Creeper handed him over once Odd was down.

"What is XANA doing?" Aelita moaned, watching her friends being taken by the Scyphozoa. "He's never done this before!"

"I don't know, but we have to think of something!" Jeremy answered.

"Think fast!" Yumi called as Ulrich was laid beside Odd. The thing headed for her, and she quickly forgot everything else but that thing in front of her and its tentacles pressed to her head. She, too, joined Odd and Ulrich in XANA-sleep on the floor.

"It's coming!" Aelita cried, watching it advance. "Jeremie--!"

The Scyphozoa's tentacles swooped around Aelita and lifted her while Jeremy tried to run to her aid, but the Creepers and Tarantulas stopped him. He screamed and fought, and he felt like crying as Aelita's eyes closed and she slumped in the Scyphozoa's hold. She was settled beside the boys and Yumi, and the Creepers and Tarantulas drew away as the Scyphozoa turned to Jeremy.

"Go ahead!" he shouted, angry at XANA. "Go ahead and do your worst! You've already killed my friends!" He ran at the Scyphozoa, intending to fight it, but its tentacles closed about him and lifted him, holding him still. He realized that the Scyphozoa now had control of his body, and although he wanted to thrash around and hurt the thing, he couldn't move. All he could do was stare at it as it pressed other tentacles to his head.

Jeremy then knew how Aelita felt when this thing got hold of her. He wasn't able to move, and although there was no true sensation of feeling in Lyoko, there was still a creepy-crawly feeling all over his body, as if someone were scratching very lightly at his skin with cold fingers. Slowly, the fingers grew warmer, and as they grew warmer they pushed into his skin. It didn't hurt, but it was bad enough. Slowly, the fingers worked their way into his head, and then everything was black.



Jeremy didn't move, he was so nice and comfortable.

"Jeremy? Jeremy, please. Wake up."

Hmmmm. That was a nice voice. Did he know that voice?

"Oh, let me," a different voice said, drawing closer. "Wake up, Einstein!" A sudden stinging slap sent the comfort away, and in the next moment he became aware that he was laying down on something hard and someone was hitting him in the face. His eyes opened, and he found himself staring at all of his friends.

"Guys!" he cried, looking at each of them. "You're all right!"

"Yeah, and so are you," Odd said, rubbing his hand. "Sorry I had to slap you, but Aelita's been trying to wake you up for ten minutes!"

"I thought we were finished after the Scyphozoa took us," Ulrich said. "Why aren't we? What's XANA planning?"

"Forget finished, I thought we were jellyfish food," Odd said, dropping into what looked like a pile of leaves. "Ahh, if only XANA weren't around, this would be perfect."

That was when Jeremy got a good look around. "Are we—are we in the forest sector?" he asked, staring at the terrain he could see.

"Well, out there looks like the forest sector," Yumi told him, pointing. "Right now, it looks like we're in some kind of cave in the forest sector."

Jeremy got to his feet to go out, but Aelita stopped him. "There's a guard," she said. "The Scyphozoa's out there."

"That's what I don't understand," Ulrich said as Jeremy drew away from the door. "If that thing's done messing with our heads, then why is it still hanging around?"

"I don't know," Jeremy had to admit, looking around the cave. An opening near the top permitted sunlight to come in, but the walls were too smooth and steep to allow them to climb out that way. There were what appeared to be piles of leaves, but when Jeremy touched one, it felt more like a fluffy mattress. When part of it came away in his hand, he realized he was holding a blanket. He saw that a raised part served for a pillow. The whole "pile" was patterned like leaves to make it look natural, but it was really a bed.

That wasn't all. Roots of trees had grown into the cave to resemble chairs and even a table! Other piles of leaves served as cushions that you could sit on.

Jeremy couldn't believe this. "Okay, XANA's officially playing with our heads! Why would he bring us to Lyoko only to put us to bed and have us wake up in this place?" He dropped onto a bed, and he was staring out the door, wondering if he'd gone crazy or if XANA had. From where he was lying, he could see the Scyphozoa's tentacles, blocking the way out.

"I just want to know what game he's playing," Ulrich muttered, but at the word game, the Scyphozoa disappeared.

"Guys," Jeremy whispered, holding up a finger for silence. "The Scyphozoa's gone. It just went. Should we go try to see if it's really gone?"

Everyone nodded. No one was comfortable with their situation, so as a group, they headed to the door of the cavern, Ulrich going ahead to peek out.

"It's gone," he said, sounding surprised. "It's really gone. Let's go, guys!"

With that, they rushed out, trying to find a tower so they could figure out a way home.