Genre: Adventure/Fantasy

Rating: K

Media: Code: Lyoko

Disclaimer: Code: Lyoko belongs to MoonScoop and AnteFilms. Code: Leo-Ko belongs to Mewberries.

Summary: A circus runaway inadvertently stumbles upon a group with a secret. This secret happens to control the fate of the world, and it's in danger. How will he be able to help them?

A/N: If you didn't take the hint already, this whole thing doesn't belong to me at all. All reviews should be directed to her. I'll set a hyperlink in my profile so you all can see the pictures, though! Oh…some of the descriptions for the characters may be a little off for the pictures, so… ;

Code: Leo-Ko

Stretching out before the line of thick trees was a wide span of grassy plains, the plants burned gold from the African sun. Here and there dotted a tree or two, but beyond the jungle line there weren't very many of the bark-covered plants. The area seemed mysteriously vacant, until you got a closer look at the grass.

Dashing across the plains was a small deer-like animal, its orange fur semi-blending with the grass. The calf was still very young, its horns having not grown in yet. Dark eyes were wide in fear, a desperate bleating squeal escaping its throat.

Following close behind was what almost appeared to be a lion, only different. Its fur was a strange purplish-brown and was matted in a lot of places, and the tip of the tail lacked the tuft of fur found on most ordinary lions. Azure eyes were wide with anticipation, its maw opened and the tongue lolling out slightly. The prey made a sharp dash to the left and the predator couldn't turn as sharply, sliding to a stop and panting. Sky-blue eyes watched in despair as the gazelle bounded away and back to its mother.

"Stupid Lera," he sighed tiredly, slowly making his way to the jungle with his head bowed and tail low. When he made it, he fell in a heap of exhaustion. His gnawing stomach growled, but there was nothing to fill it, and this made the young hunter sad and lonely.

"I never should've run away…" His thoughts drifted back to the circus he had traveled with, and although they were cruel to him, at least they gave him food. Now, he had nothing and was too weak, too inexperienced, to try hunting (though that didn't stop him from trying).

Struggling back to his paws, he padded over to his usual sleeping area and lay down, back against the gray-white rock. Resting his chin on his paws, he let consciousness slip away from him.

-Lera-Varg-Putnar-Sikla-

He sneezed before he was even aware that he was awake and found himself on his haunches when he opened his eyes. Rubbing a paw against his nose, azure eyes migrated to the perpetrator responsible for his arousal.

Standing before him was a dust-brown lion with chocolate eyes and a patch of dark-brown fur on top of his head as well as the tip of his tail. An amused smirk vaguely contorted his muzzle as he said, "Rise and shine, sleepy-head."

Sky-blue eyes widened in surprise. Tilting his head and raising an eye-ridge, he leaned forward a bit and the tip of his tail began to twitch. "Uh…hi?"

The other lion returned the same look. "Is that all you've got to say?"

Smiling sheepishly, the slightly smaller predator stood up and raised his tail. He was happy that he was no longer alone. "So, er…are there any others?"

"Pft, of course there are," the other responded, waving a paw at him. "But…well, let's just say I'm having problems with my parents and I'd rather stay away from the pride for a few suns." With this said, he leisurely padded to his side and sat down. "Alright if I stay with you 'till then?"

Again, azure eyes widened. "You'll really stay with me?" His excitement over not being alone was going sky-high in a matter of milli-seconds.

The same smirk rematerialized onto his muzzle. "Unless you turn into a human during a full moon, I think I'll be fine. By the way, I'm Ulrich."

"I'm Odd," responded the purplish hunter, giving a broad grin. "By name and personality."

Ulrich raised an eye-ridge. "I'm willing to believe that." Looking around a bit, he asked, "Do you have a pride?"

Odd looked down guiltily. "No…" He was about to tell him about the circus he came from, but instead clamped his fangs together and kept quiet about it.

"So you're a Sikla, then."

Odd looked sharply at the somewhat larger lion and flicked his tail. "How can I be a Sikla when I don't belong in a pride?"

Ulrich shrugged visibly. Noting the low irritable growl from the other, he changed the subject somewhat. "At least you're a Putnar."

The smaller, skinnier cat smiled at the animalistic word for "hunter" and a light purr began to rumble inside his throat. It died out quickly when the brown cat added, "Even if you aren't a proper one."

His ears flattened and he lowered his head as azure eyes once again landed on chocolate ones. "Have you ever tried hunting by yourself and completely by yourself?" He scoffed when the other replied no. "I thought so. It's harder than it looks."

"Is that why you're so scrawny?"

"I am not scrawny! I'm svelte."

"Uh-huh, sure." Extending and retracting his claws, Ulrich explained, "I never really needed to hunt. But that was because Kadic always supplied the food."

Odd gave him a curious look. "Kadic?"

"Yeah," he responded as if it were oh-so-obvious what it was. "The school. Every cub in the pride goes there."

"Oh." Azure eyes lowered to his paws as a feeling of stupidity swept over him. His body wracked with an abrupt shudder as a thought surfaced in his mind. "Are there any Varg here?"

"If you mean Wild Dogs, yes. If you mean wolves, no."

"Okay," he muttered, holding back from sighing. "Just wanted to know." Although he had been trying to survive here for a few days (approximately a week in human estimation), he still didn't completely know what lurked beyond the jungle line and the small area of the savanna he had been exploring.

Ulrich looked up at the darkening sky and lay down. "I'm getting tired," he said, resting his chin on one of his paws.

"I'll stand guard, since I've already slept," volunteered Odd, raising a paw and grnning.

Giving his new friend a small smile of appreciation, he closed his eyes and immediately drifted off to sleep.

-Lera-Varg-Putnar-Sikla-

Ulrich and Odd were padding along beside each other, staying at the edge of the jungle yet not going too far out into the plains. They were nearing the edge of the territory Odd had become accustomed to, and when they went past that point, he had to try and figure out what Ulrich was up to.

"Where are we going?"

"To the pride," the brown lion answered simply, looking at his companion. "Or I am, anyway. You don't have to come if you don't want to."

Azure eyes widened in anticipation and a purplish tail raised. "I want to come, if that's not too much trouble."

The brown lion shrugged, returning his gaze to the invisible trail before him. "Alright, but we need to get you cleaned up. And I'm not licking you."

The purplish cat looked at his own matted fur and then over to Ulrich's sleek coat and almost instantly a wave of shame washed over him. He hadn't thought about cleanliness, despite being a cat.

They began to approach a small glittering pond among the foliage in the jungle, and Odd couldn't help but smirk at the idea that suddenly leapt into his mind. Turning to Ulrich, he asked, "Does anyone drink out of that pond?"

His nose wrinkled as he frowned at the lake. "No, not generally…"

"Good." Grinning foolishly, he pranced into the water and let the liquid soak into his fur. "So now I can take a bath." He just chuckled as his friend rolled his eyes.

"Alright, but I'm not watching over you. If a hyena sneaks up and attacks you, don't blame me."

Shrugging, he paddled his way into deeper water and completely submerged himself.

While that was happening, the brown lion padded out into the open plains, stationing himself under a tree that just happened to be close to the jungle line. He smirked as he watched two hares chase each other from burrow to burrow and occasionally stop to fight with each other (rearing up on their hind legs and slapping each other with their fore-paws, ending the match with a twirl and a kick and dashing in separate directions). After a few moments of watching this, he got bored and looked around some. All he saw was a giraffe and a small herd of zebras off to the distance. Nothing too interesting about them, especially if you couldn't hunt them. Flicking an ear back, he heard Odd's voice.

"Done!"

Ulrich looked back behind him and chocolate eyes widened in surprise.

Instead of purplish brown fur that matted everywhere, Odd's coat gleamed a vibrant purple, and running vertically all along his body were pinkish stripes that started around his neck and traveled all along the length of his back and to the tip of his tail. His paws were faded to a near white and there was a diamond of yellow on his forehead. Odd stood there proudly, head and tail held high, showing off his cleaner appearance.

The brown lion raised an eye-ridge. "…wow. Just…wow."

The purple lion-tiger laughed happily at his friend's amazement. "Well, don't just sit there looking dumb-struck," he chuckled, padding over under the tree with him. "Take me to your pride."

Ulrich grinned. "Alright, then," he said, standing up and walking in the general direction they were heading for in the first place. "Let's get going. You know, I didn't think your colors would be that bright."

"They could be brighter, but I thought this was clean enough."

"Huh, no kidding."

They walked on like this, talking to each other about a variety of things (though Odd kept quiet about the circus, still) and continuing to get well acquainted with each other.

After a few more minutes (reaching close to about a half hour in human proximity) Ulrich began leading Odd into the jungle on a well-worn path, which clearly meant that it was frequently used. "This takes us to Kadic," he explained when the purple Putnar gave him a questioning look.

After a few more paces, the brown lion instructed Odd to close his eyes.

Azure locked onto chocolate in bewilderment. "Do what now?"

"Close your eyes," Ulrich repeated, turning a little and slowly waving his tail in front of Odd's face. "Hold on to my tail and close your eyes. I'll tell you what'll be coming ahead of you, alright?"

Feeling uncertain, he tentatively locked his jaws around his friend's tail and closed his eyes. When he felt the tail tug between his teeth, he cautiously began to follow.

"Pothole, shift right," Ulrich instructed, moving toward the right himself. Odd tried to do so, too, but one of his paws slipped into emptiness and he almost let go of the tail in his jaws.

"You okay back there?"

The purple feline nodded subtly, closed eyes tightening a little.

The rest of the time was spent with Ulrich leading Odd on through the jungle, giving fairly precise instructions to help his follower avoid possible injury. However, Odd's sense of smell and hearing told him where he was going. When the birdcalls began to cease, he knew that they were nearing an open plain. The shift from damp soil to gritty sand under his paws and the drier air told him that the jungle was left behind. He even eventually heard talking and laughter ahead of him. Not to mention the smell of food. His stomach growled, reminding him just how hungry he was.

At last, Ulrich stopped. "Okay, we're here. You can open your eyes, now."

Odd immediately opened his eyes and they bulged at what he saw.

In front of them lie a huge rock-like structure closely resembling a termite-mound, only more rectangular in shape. Square holes were set systematically all over the structure, revealing that the inside was mostly hollow. Walking around the inside of the structure, a large number of lions –both adults and cubs –walked on by the windows, many of them talking with each other.

The purple cat stepped forward, azure eyes looking around in awe. "Is this Kadic?"

Ulrich smiled at his companion's amazement. "Yep, this is it. Do you like it?"

Odd gave a delighted giggle. I love it! Where do I start?"

"Or rather," started a deep, gruff voice from behind the two cubs, "Where do you begin?"

Ulrich just simply turned his head around to look back while Odd spun completely around and almost shuddered.

Standing there was a large male lion with rust-red fur and a shaggy-brown mane. He had a pinkish scar over one eye and he appeared to be rather overweight.

"Hey, Jim," Ulrich greeted, slowly turning around to fully face the older lion. Odd still looked rather startled.

This is nothing like the circus…

Jim grinned at the brown cub before him. "Hello, Ulrich. Who's your new friend?"

"His name's Odd," he responded calmly. "He's visiting for awhile."

The redish lion nodded, looking at the purple cat. "So…what are you? Certainly not all lion."

"He's a Tigon," responded another cub, padding over to the other three. "Part tiger, part lion."

Jim raised an eye-ridge. "Thanks for clarifying, Jeremie."

Jeremie, a yellow lion with sapphire eyes and, strangely, a pair of spectacles, gave a brief smile before returning his attention to who he had classified as a Tigon.

"Anyway, Odd," started the oldest lion in the group, "You'll begin classes tomorrow. Your friends Ulrich and Jeremie can help you get acquainted with the system." With this said, he trotted away, heading toward another group of cubs.

Azure shifted from the oldest male toward Ulrich and Jeremie. "So…where do we start?"

The yellow lion motioned behind him with his head, giving the purple newcomer a friendly smile. "We'll show you around the school, first," he said, turning around and walking off. The other two quickly followed.

Inside the structure, Odd was amazed how cool it was in temperature. "Whoa…" Looking around himself, he found the very center was completely hollow. On the walls were ledges and inclines so that you could walk all the way to the top of the structure and back down, all the while walking by the many windows littering the walls. He found it all mesmerizing.

"This way, Odd," called the brown lion, already half-way up an incline and waiting for the young Tigon to follow. When Odd was at a satisfying distance, he continued on up and motioned for the yellow cub to continue on up.

An idea suddenly struck itself in the purple cat's mind like a flint striking a spark on some kindling. "Are there any cute girls here?"

Ulrich smirked, desperately fighting down a fit of giggles. Jeremie answered for his friend's sake.

"There are plenty of attractive girls," he responded simply, heading toward another incline that lead up to the third floor. "But I'd be careful about which one I choose if I were you."

Odd tilted his head curiously. "Why's that?"

"Hello, Ulrich!"

The purple cat's ears went up right away while the other two boys cringed, the lion in question groaning softly.

Padding toward then was a very svelte lioness with a sleek, yellowish-cream coat and a diamond of black on her forehead. Her leaf-green eyes locked immediately onto their intended "prey" as she opened her sleek muzzle in a seemingly innocent smile. "Nice day we're having," she chirped almost cheerfully, hugging her neck with her shoulders and lifting a paw in a friendly welcoming gesture.

Azure eyes not leaving the very attractive-looking female, he whispered to the brown lion, "Who's that?"

"Her name's Sissi," Ulrich growled in a very low tone (almost under his breath), eyeing the female warily. "She's the Dragga's daughter."

"So she's important, then?"

"Only if you think being the alpha's daughter makes her important."

Sissi came right up to Ulrich, lightly brushing her tail against his. "Who's your new friend?" she asked, her gaze finally landing on the striped "lion" on their far side.

Instead of waiting for him to make the introductions, the purple cat piped up, "I'm Odd. By name and personality."

She raised an eye-ridge playfully. "Really?" Lightly tapping Ulrich with her paw, she giggled, "I'll see you later then, sweetheart!" With that, she bounded back down the ramp-like structure to join a different group of males.

"She's interesting," Odd commented, watching her go for a few seconds before turning his attention back to his friend. A smirk graced his muzzle when the other only reacted by rolling his chocolate eyes.

"Are you two coming or what?" Jeremie asked impatiently, tapping one of his paws on the sandstone that served as flooring for the ledge. The other two bounded up the incline, and they all continued "down the floor" (which vaguely resembled a hallway in a school or apartment).

Almost instantly a black lioness with off-white paws and amber eyes padded over toward the male trio. "Hey, guys," she greeted, giving each of them a friendly smile. "Who's the new kid?"

Before he had a chance to even open his maw, Jeremie and Ulrich said in unision, "His name's Odd."

She raised her paw and flexed her claws in welcome. "Nice to meet you, Odd. I'm Yumi."

"Pleasure's all mine, Yumi," Odd said, tucking a paw underneath him and bowing with a grin. He had learned this trick at the circus, and he was hoping it'd impress her. Judging by her laugh, he'd say he succeeded.

"So…what classes will you be having?"

The purple cat tilted his head to the side in confusion. "Classes?"

The yellow cub shrugged his shoulders, seating himself right in front of a particularly large window. "He'll have the same classes as the rest of us."

"Cool." Yumi sat relatively close to where Jeremie was, but at a safe distance from the window and the ledge. "So first thing's first."

Before she could continue, a black shadowy substance crawled onto the ledge and thrust itself toward Jeremie. Sapphire eyes widened in alarm as he was knocked backwards by the entity and began to plummet.

"Jeremie!" Ulrich and Yumi were instantly at the window.

The black lioness's amber eyes glowed white and suddenly the yellow cat was levitating in the air, slowly ascending back to the window.

Odd stood there in shock, azure eyes wide and trembling slightly. Sure, he had seen levitation acts in the circus, but there were always strings and magnets to make it seem as if the human performers where floating in the air. But here, he knew there was nothing to help with any sort of illusion. This was real, and it scared him.

The brown lion growled in agitation. "Another attack?"

Azure shifted between Jeremie, Yumi and Ulrich. "A-Attack?"

"Odd…" Yumi started, turning her white gaze to the cub in question. "Can you keep a secret?"

Trembling, Odd realized that all eyes were on him. Do I have any choice? Nodding, he quickly followed after the other three as they barreled down inclines and sprinted out of the school. In the jungle, he began experiencing trouble keeping up with them.

"We're almost there, Odd," Ulrich called over his shoulder, noticing how far behind his friend was getting. "Keep it up!"

After awhile, they stopped in front of a large pond with sparkling blue water and three large stones at the center. In front of the pond was a large slate rock that jutted out of the ground with pebbles settled in the mud before it. Jeremie seated himself on a bed of moss and started tapping his claws on the pebbles the same way a human would type on a keyboard. Almost instantly, a layer of water covered the large piece of slate which began to glow with binary codes.

"I'll go," stated Ulrich, leaping onto one of the stones set in the pond. Jeremie nodded.

Odd looked around in confusion. "What's going on?"

Yumi's amber gaze landed on the Tigon before retreating to the yellow cub. "Let's show him."

Again Jeremie nodded, but this time he turned his gaze from the screen to the purple cat. "Odd, step onto one of the stones."

Still rather confused, he watched the only female of the group leap onto one of the two available stones. There was only one left, and he decided it wouldn't be too bad to get on. He had no idea what his choice would do to him…but he was soon going to find out. As soon as he sat on the third stone, the water began to swirl around him almost like a cocoon. It shaped into a bright-blue cylinder and began to glow, scaring Odd even more. The color of the water brightened and brightened until he was engulfed in white light. A sudden lightness came over him and he could no longer feel the cold, smooth stone underneath his paws. Wind whipped at his fur as he seemed to hover in nothingness, then suddenly he felt as if he were falling. The blinding light began to fade when he finally landed on solid ground. Blinking, he looked around and was startled by his surroundings.

Instead of a jungle, the three cubs found themselves in a forest with a bright-blue sky instead of the gold sky he had remembered seeing before stepping onto the stone. The land had some strange division in it, being spread out on thin stretches instead of being a single land mass like the plains or the jungle's floor. Looking over the edge, Odd saw a long stretch of blue with binary coding that flowed in a specific direction like a river. Some of the trees seemed to just hover there above the see of binary codes, the roots winding down and ending just above the sea's surface.

"Whoa," he breathed out, looking around again. "What is this place?"

"It's called Leo-Ko," responded Ulrich, padding over to the purple cat.

Odd looked at his friend and his jaw nearly dropped open.

Ulrich now had yellow stripes on his legs and he wore a yellow belt-like article around his neck, a pendant on the front showing some sort of grotesque creature Odd vaguely remembered seeing in the circus. An Oni, he remembered the humans calling it.

"How did you change like that?" he asked, azure eyes taking in every new detail.

"We all change when he come to Leo-Ko," Yumi replied, taking a few steps forward. Instead of wearing a collar, she had a sash that draped over one shoulder and disappeared at her side underneath her body. The tip of her tail was singed red. "So do you, Odd."

Startled, he looked at himself. His paws were now a bright gold and there were pale yellow arrow markings on his wrists. He also wore a collar, except in was more like a scarf than anything else. It also had a pendant, except his was of a gray dog. "Dude!" he exclaimed, checking himself over and over. "I look cool!"

"Hello, Odd."

Azure eyes lifted to the owner of the new voice and this time his jaw nearly fell off in shock.

Standing before him was a pink lioness with creamy-colored paws and red earrings in one ear. Her sparkling emerald eyes peered straight at him, a warm smile gracing her muzzle. She had to be at least twice as pretty as Sissi, if not three times as pretty.

Odd was so enraptured by her beauty he hardly heard the black lioness greet, "Hi, Aelita."

Ulrich brushed his tail against Odd's to get his attention and gave him a warning look when he had it. The purple cat just smiled sheepishly in return.

"Are you guys ready?" Aelita asked, looking at the three newly-arrived lions.

Odd stared at her in confusion, tilting his head to the side. "Ready for what?"

Everyone turned to look at him and replied in unision, "To fight, of course."

A/N2: This took me longer to write than I thought it would…oh well. Review!