Lord Maximus: I don't own Code: Lyoko.

Summary: What if Xana had managed to destroy Lyoko's Core while possessing Ulrich's body during Nobody in Particular? What if the battle was much harder than they would have guessed?

Xana while possessing Ulrich's body held his sword firing a green laser at Lyoko's Core. Down below Aelita and Yumi were fighting their way while avoiding lasers from the Flying Mantas.

"Energy Field!" shouted Aelita.

She fired a pink orb of energy but the Manta avoided the attack. Another Manta flew in and fired at Yumi who blocked with both of her hands. Aelita jumped back as the Manta fired back at her but she was hit and ejected back into the real world. Her scanner opened and she stepped out.

She looked down to see Jim sleeping with a big smile on his face. The transport orb landed in the arena to reveal Odd. The door opened and Odd ran out as fast as he could. The Manta kept firing lasers as Yumi yelled and threw her fans but the monster avoided it and fired. Yumi flipped back but she was hit twice and forced to devirtualize but her fan flew back and hit the monster in the back.

It exploded into thousands of tiny Xana logos as Yumi faded into data as well. Her scanner opened up and she saw what was on the floor.

"Who went and left our gym teacher on the floor asleep?" she asked jokingly.

Finally without any distractions Xana attacked using his power through the body he possessed.

"Odd move it. There's only shield layer left protecting the core of Lyoko." said Jeremy.

"Yeah, uh? Easy for you to say. I've only got two legs you know."

Odd ran out and noticed the Overboard.

"Oh perfect timing, Einstein."

He jumped onto the Overboard and flew down to bottom of the giant floating sphere and through the moving door. Xana fired another beam of green light from his sword that hit the shield layer blasting away at the last line of defense.

"Odd, one more hit with his saber and the last shield layer is destroyed." said Jeremy.

Xana prepared the final blow when out of nowhere three arrows flew through the air and hit him knocking him down.


Odd flew into the Core room on his Overboard. The last Flying Manta immediately flew into action and attacked. They flew around the core.

"Laser Arrow!"

Odd's signature battle cry was heard as he fired and hit the Manta destroying it. Xana got up and noticed Odd ram into him with the Overboard knocking his saber out of his hand. Odd jumped off the Overboard and landed on the stairs. He hopped over them and landed in front of Xana.

"Triplicate!" he said through Ulrich's voice smirking.

However the Overboard flew back in ramming into a copy and Odd immediately shot the other one. However while Odd was distracted Xana used super sprint to retrieve the fallen sword and blocked Odd's attack as he ran at the cat like warrior and knocked him off the platform. He prepared his final attack when he noticed Odd below him firing an arrow. Xana dodged the attack by mere inches and kicked Odd's hand sending him falling to the bottom of the core room.

Then as a small precaution Xana fired the green laser from his sword that devirtualized the last Lyoko Warrior. Finally the last obstacle was removed. Nothing could stop him. However he wanted more than just wipe out the last line of defense between him and victory.

He wanted to break his enemies.

Stretching out with his power he activated a tower. The scanner which held Ulrich's mind in his non-corporeal form suddenly activated. The Super Scan immediately detected the activated tower.

"Oh no!" said Jeremy.

Yumi, Odd, and Aelita entered the room.

"Jeremy! We couldn't devirtualize Ulrich!" said Aelita,

"I know but Xana has activated a tower! He's taken over the scanner that contain's Ulrich's mind and activated the virtualization sequence. I need to work fast. If he is sent back to Lyoko he might never make it back." said Jeremy.

"Than hurry!" shouted Yumi.

Xana had finally breached the last shield layer. He heard the screams of his enemies from the lab and allowed a chuckle to escape from the lips of the body he possessed. His body glowed pale green as he floated in front of the glowing orb that kept what was left of Lyoko together. With a yell he plunged the sword into the sphere which unleashed thousands volts of electricity that enveloped him in a flash of light.

"No!" shouted Jeremy,

"It can't be!" cried Aelita.

"ULRICH!" shouted Yumi.

In a great flash of light Carthage and Lyoko exploded and faded. However something was left as crimson lightning erupted through the dark space where Lyoko once was. At the center of it all was a boy. He wore a black body suit with dark red stripes down the arms and legs with the Eye of Xana ending at the hands.

Around his forehead was a completely black head band with the Eye of Xana on it as well. They were some bulky lines along his body which suggested he wore body armor underneath. There was also the handle of a weapon sticking from behind his left shoulder. His hands had metal gauntlets with short curved claws on each finger. He opened his eyes but they were not the same warm brown eyes his friends had always seen.

They were cold as ice, dead as a decaying carcass, and dark without a shred of emotion left in them.

He floated in space and roared as the crimson lightning became more intense around him. The Eye of Xana appeared on his chest and glowed red along with the ones on his head band and gloves.

Xana had finally achieved victory and gained an even greater prize.

Complete control over the empty body of one of his greatest enemies.

Everyone sat in the Hermitage. It was quiet except for the sound of Jeremy typing on his laptop, Yumi quietly sobbing, the occasional blow from Odd, and Aelita was silently crying herself. They had lost not only Lyoko but their friend and that caused them well up with emotions so great they let it out like a volcano that erupted from its dormant state.

"With Lyoko gone we can no longer be able to stop Xana." said Jeremy, quietly.

It was true. Lyoko was their only line of defense against Xana and now it was gone and the last of their hope it seemed as well. Odd looked to see tears still coming down Yumi's cheeks and a large wet spot on the back of Jeremy's shirt indicated Aelita held onto him and cried hard after the ordeal. Suddenly the computer started beeping which caught Jeremy's attention.

"A message from the Internet . . . It's from Franz Hopper!"

Aelita looked up at that.

"My father . . ."

In a white endless void a chocolate haired boy slept soundlessly. A being only noticeable by purple white light that surrounded it gazed down at the boy.

"Rest for now. You will return to your friends unharmed. I will make sure of it."