A/N: Hey everyone! Just a word of warning before everything happens: this story splits away from canon after season 2.

Disclaimer: Don't own Code: Lyoko and characters. Wanre, however, does indeed belong to me.

ZZZTTTTTT

The screen flickered in the dimness of the cold room, and a video of a young, fair headed boy started to play.

"September 30th, 2005, Jeremie Belpois. The program Marabounta was a complete disaster; nearly destroyed all of Lyoko. For whatever reason, XANA-"

A pause as the boy rubbed his temple and took a deep breath. "XANA helped us destroy it.

Reason is unknown, but it's presumed to be an act of self-preservation."

ZZZTTTTTT

The weather was warm, but not unbearably so, with the occasional cool breeze blowing on past. Despite this jolly atmosphere, Jeremie continued to grumble and grouse all through his stretches besides Odd, who just grinned that happy-go-lucky grin of his and occasionally pushed the boy genius off balance.

"Come on, Odd," Jeremie groaned, righting himself for the third time in two minutes so that he could balance on his left leg. "Quit pushing me."

"Psshaw, Einstein," Odd tutted with a click of his tongue. He rolled his head against his shoulders and decided to behave himself… for the grand total of a whole minute. With no warning, he reached over and gave Jeremie's shoulder another playful push. "Loosen up a bit, hm? Dunno how you manage to have any fun with that stick up your ass all the time."

Red indignation flooded Jeremie's cheeks, and in a moment of uncharacteristic, childish retaliation, leaned over and gave Odd's side a mighty push. The shorter boy stumbled back a few steps, nearly crashing into Herve.

Meanwhile, near the back of the class, ignoring the sudden commotion that erupted between Odd and Herve, Ulrich and Aelita were gathered together, heads bowed over something held in Ulrich's hands.

"So do you…"

"No, nonono, you do this."

"Oh! I see, no, wait… nevermind."

A sigh. "Alright, let me try explaining it this way…"

A chorus of raised voices echoed across the track field before getting drowned out by Jim's great bellow of a voice. Both Ulrich and Aelita jumped, craning their heads over in time to see Jim pick Herve up by the back of his shirt just as Odd ducked under his wayward fist.

"Now see here! I am NOT going to stand for this horseplay in my class!" He looked down at Herve, who hung like a limp rag from his huge fist. "Now what's the deal, Pichon?"

Herve roused himself with a shake of his head, and immediately pointed a condemning finger at Odd. "He shoved me!"

Odd raised his hands in self-defense, putting on a pair of puppy dog eyes. "Whoa! Wait a minute, I just lost my balance and ended up falling into Herve!" He paused, then added, "Besides, it was just a little tap!"

"You're a dirty liar!" screeched Herve, shaking his finger furiously.

"Now, now," said Jim, shaking the boy in his fist in the same way a tiger would shake an unruly cub. "Let's not be throwing around such accusations. I'm sure Della Robbia didn't mean to shove you-"

"So true!"

"So you two play nice," continued Jim, talking over Odd as he set Herve back onto his feet. The greasy haired teen humphed and went about straightening his shirt dramatically. "And shake hands. We're all friends here."

Herve eyed Odd distastefully to the snickers of the class (or in Nicholas' case, gigglesnorts). Odd merely grinned his usual grin, and held his hand out, chirping, "Yeah, friends?"

Herve's eyes drifted down to the hand in the air, and grumbling under his breath, shook hands.

Jim grinned broadly and clapped his hands together. "Alright! Now, today we're going to be doing hurdles…"

Jeremie glanced around the groaning class, already bored, and slid back between a few of his classmates, grabbing Odd's shirt collar in the process. The shorter boy wheezed for a second before quickly following after Jeremie, who was making his way to Ulrich and Aelita.

"What are you guys doing?" whispered Jeremie, though he really didn't need to whisper when all Jim would hear right now was the sound of his own voice.

"Trying to help Ulrich finish his algebra homework," Aelita responded with a small smile. Jeremie couldn't help but smile in return.

"Oh! I need some help with that too!" Odd said, coming up on the other side of Aelita. She looked over at him and saw him squinting at the scrawl of Ulrich's handwriting.

"Maybe we can do a study group later," Aelita suggested.

"Maybe, if our digital friend-slash-fiend gives us a day off," grumbled Ulrich, staring down at his paper with narrowed eyes.

"You never know," piped up Odd, using Ulrich as a pillar to lean on. "If he does decide to come out, it might just be another attack of his that turns off by itself."

"That is not a good thing, Odd," frowned Jeremie. "And we have no idea why-"

"STERN!"

The group jumped at Jim's roar.

"STERN! GET OVER HERE AND BE AN EXAMPLE!"

Ulrich moaned and shoved his things at Odd, who fumbled with the paper and pencil. He grudgingly trudged to the front of the class and stood at attention as Jim barked out a couple of last minute instructions.

Jim pulled out a timer and snapped his fingers at the boy. On cue, Ulrich dropped into the starting position, carefully balancing himself on his toe and finger tips.

"Ready?"

Ulrich nodded and hunched his shoulders, muscles tense and ready.

"Get set…"

"Yay Ulrich!" That'd be Sissi, just ignore her.

"GO!"

He shot off like a rocket down the track, arms and legs pumping in sync to give him the momentum needed to clear the bright yellow obstacles in his path. He could hear the group of distorted cheers through the rush of air by his ears. He tuned them out to focus on not tripping up. That certainly wouldn't do here, in this class, for the star player of the school soccer team.

"Go Ulrich!"

Ulrich felt his head turn against his will toward the direction of the voice. For a second he saw her, Yumi, leaning against a sculpted pillar with her armful of books, grinning. And then his foot caught under the bar of the hurdle, and his vision turned to a field of orange red rubber as a sharp burst of pain erupted along the right side of his head and body.

A wave of groans rose up from the PE class in unison.

He could hear Jim's heavy footsteps coming towards him despite the clamor of concerned voices, as well as another pair of lighter, but equally haste footsteps. Ulrich quickly pushed himself into a sitting position, wincing as his head swam and his vision went white with the resulting headrush.

A thump of books falling onto the ground, and then cool fingers took a hold of his jaw to turn his head. Ulrich flushed at the sight of Yumi's concerned face, and immediately wished his fall had knocked him out. Nothing could be worse than embarrassing himself in front of her of all people. She was talking to him, but he couldn't hear a damned word as a ringing sound blared in his ears.

"Ulrich? Ulrich!" Yumi frowned at him and let go of his chin. Nearly the entire right side of his face was scraped and starting to bleed sluggishly, as well as the outside of his arm from what she could see. Yet he was just sitting there with his face red and a dopy expression on his face.

"Ishiyama! What're you doing out here? Don't you have class?"

Yumi looked up to see Jim huffing and puffing his way to a stop by them.

"I was delivering some books to Mr. Chavez," Yumi responded dutifully, gesturing to the scattered pile of books on the ground, " when I saw Ulrich go down." She looked back at said boy, who continued to sit and stare stupidly. "He going to be okay?"

Jim crouched down by Ulrich and thrust his face in front of him. Ulrich blinked slowly a couple of times before letting out a yelp, tumbling back. Jim grinned smugly.

"He'll be fine, but…" He eyed the boy's scrapes. "You should get to the infirmary and, ah, get them cleaned."

Sissi took that moment to appear behind Jim. "I'll take him!"

Ulrich turned to Yumi with pleading eyes. Yumi smirked at him before shaking her head. She looked back at Jim.

"Nah, I'll take him. I have to pass by the infirmary to deliver these books anyway."

Jim nodded in agreement and Yumi busied herself with picking up her books to avoid smirking at Sissi's glaring eyes. As Yumi balanced the books carefully in one arm and helped Ulrich to his feet, Jeremie registered a muffled, urgent beeping coming from beneath the bleaches. He wasn't the only one, as several of the students close by turned and looked around in surprise. Their interest was soon lost, however, as Jim came back to the majority of the class.

"Keep watch for me," whispered Jeremie.

Aelita and Odd nodded as they moved closer to the class, effectively blocking Jeremie from sight until he could duck under the bleachers. He grabbed a black laptop case from the shadows and quickly yanked out the computer. His brows furrowed and his lips pursed as the all too familiar sight of a blinking tower flashed on the screen.

The boy genius slid out from under the bleachers stealthily, hands empty. He walked up close behind Odd and Aelita before whispering, "Show time."

Odd looked excited at the prospect of another mission filled with daring. Aelita frowned and looked suspiciously around the track with narrowed eyes. Then, with no warning whatsoever, she let out a moan and crumpled to her feet in a dead faint.

"Jim!" Jeremie yelled in a panic, falling to his knees next to the unconscious girl. "Jim! Aelita fainted!"

Jim looked up from his stop watch and hustled over. "What? What? What happened?"

"I don't know!" Jeremie all but wailed, looking to be on the verge of tears as he felt for a pulse in Aelita's neck and Odd fanned her face with the hem of his shirt. Before Jim could say anymore, Odd piped up with, "Me an' Einstein'll take her to the infirmary,"

Jim nodded. "Okay; be quick about it now!"

The two boys nodded in solemn unison and carefully picked the pink haired girl up with Jeremie at her head and Odd at her feet. The moment the concerned chatter of their classmates faded away and they walked out of sight behind one of the grand old buildings, Aelita's eyes popped open. After a little insistent tugging with her feet, Odd finally caught on and set her down.

"Brilliant work, you two!" Odd cackled. "Should think about going to Hollywood!"

Aelita giggled and followed after Jeremie down the well worn path in the woods. "Why, thank you, Odd."

"You're welcome, Princess," Odd said with another wide grin. "I meant every word."

Jeremie stopped abruptly, causing Aelita to run into his back. They would have toppled over onto the ground if it wasn't for the fact that Odd had grabbed onto the Aelita's shirt before she completely lost her balance and Jeremie hadn't braced himself against a tree trunk.

"Hey! Einstein what's the big-"

Jeremie made an impatient shushing sound and gestured them back, his bright blue eyes trained on something in the distance. In the silence, rustling sounds and low growls could be heard clearly, getting closer with each passing second.

The trio slowly, carefully, backed up against a tree, ready to break out into a run. The growls and rustling came closer. Odd cast a quick look around before gesturing up at the boughs of the tree at their back to the others. They nodded.

Immediately, Aelita was hefted up onto a branch by Odd and Jeremie. Jeremie went next, and then finally Odd was pulled up into the safety of the canopy. Just in time too, as not a second later the growling thing came into view from behind a large fern.

Odd clapped his hand over Aelita's mouth at the same time she did the same to Jeremie. Both had let out a small gasp at the sight of the thing. The 'thing' was a mutt, roughly the size of a german shepherd, and foaming at the mouth. Its dark fur was matted, and every time it moved it seemed more hair would flutter to the ground; already there were bald spots in its flanks.

The growling increased in volume as it stepped closer to the tree, its block head swinging from side to side. Before it could look up, another dog, slightly smaller and with even less fur, jumped into view and snapped at the first dog. A brief frenzy of snapping and dancing ensued, and then both melted back into the vegetation. Their growls were still audible, but fading as they moved away.

A collective sigh of relief escaped from the three warriors. Aelita and Odd rested their hands back on the bark. Odd cocked his head to the side, listening carefully. The woods were completely silent now. He looked back at the other two, and felt himself grin again with amusement. Einstein and Princess were pointedly looking away from each other, a light pink dusted over their cheeks.

"So, you two want to continue your awkward moment on the go?" he asked, swinging himself down to the ground.

"Shut up, Odd," came Aelita's brilliant reply.

Two thumps announced that both had leapt down to the ground as well.

Jeremie pushed himself out in front of the other two and frowned, listening carefully. The woods were still completely silent save for their own breathing. He started back out along the path with Aelita and Odd following after him soon thereafter. Despite the urgency of getting to the factory, they went slower now than before, whispering when they needed to communicate something with words, all too aware of the fact that those strange dogs could make an appearance at anytime.

"Jeeze, you really took a nasty fall back there," Yumi remarked as she and Ulrich made their way across the campus to the infirmary.

Ulrich nodded and lightly touched his scraped up cheek, wincing. "Yeah, don't I know it." His dark eyes drifted to the pile of books in Yumi's arms when she shifted her grip on them. "You sure you don't need help with those?"

"I can toss you on your ass during sparring practices. I'm quite sure."

He blushed, making the scrapes burn even more. Ulrich looked off to the ground and grumbled, "Just making sure."

A nudge to his arm made him stop and look over at Yumi with a dejected face.

"I know Ulrich," Yumi started, rolling her shoulders before looking down at the cover of the books in her arms, "and I appreciate it, really. I do, but, you know-"

A snarl ripped through the air like a chainsaw and before either teens could blink, a heavy mass smashed into Yumi's side, knocking her to the ground. More growls were uttered, and the sickening crunch of a book cover split the atmosphere like a gunshot.

Ulrich blinked rapidly, and saw Yumi fending off a slobbering beast of a half bald Doberman. Miraculously, she had managed to grab the top book of her pile and was using it to block those punishing jaws from getting too close to her body.

"Yumi!" Ulrich yelled. Without thinking, he rushed forward and landed a mighty kick just behind the dog's ribcage.

The dog let out an electronic sounding yelp and was knocked onto its side. Quickly, Ulrich grabbed Yumi's arms and pulled her up, just in time to hear a symphony of more snarls coming from under the trees.

Yumi yanked on Ulrich's bad arm, causing him to cry out. She looked at him in apology as they started running.

"What the hell was that?" Ulrich gasped.

"XANA," Yumi panted back.

Barking exploded behind them, causing them to run even harder.

"In here!"

Ulrich felt his shirt yanked in one direction as his body kept going on course. Next thing he knew, his feet dragged against the ground as Yumi manhandled him into one of the dorm buildings. The moment they were inside, he crashed onto the hard tiled floor.

"Quick! Find something that'll hold the doors closed!" Yumi urged, grabbing onto the push-bars of the doors and leaning back.

Ulrich gaped at her. "You honestly think that a broom or something is just going to be laying around here?"

Yumi was slowly being pulled forward by a smart dog who decided to try and pull the door open instead of running into it.

"Just do it!"

It was already pretty bad having to run through the sewers on a weekly basis; it was another thing entirely to be racing through with a pack of rabid, half dead looking canines at their heels ready to eat them.

"We're here!" gasped Aelita, jumping off of her scooter before it even came to a full stop. It crashed to the concrete and skidded to a stop just inches before falling into the murky waters.

"Good!" Odd flipped his skateboard into his hands with a decisive twist of his foot and held it like it was a two-by-four. "You and Einstein get on to the factory first! I'll catch up!"

"We need you more on Lyoko than here," Jeremie said as he flew past Odd to join Aelita on climbing up the maintenance ladder.

Frenzied barking and splashing announced the arrival of the possessed dogs. They rounded the corner and charged blindly ahead, shoving some of their pack mates into the noxious liquid in their haste.

Odd hunched his shoulders and dropped into a defensive crouch, his grip tightening on the skateboard as the dogs got closer with their eyes rolling and their yellow teeth glinting in the dim lighting.

"Odd! Come on!" yelled Jeremie from up above.

The spiky-haired boy narrowed his eyes, judging the distance between him and the nearest dog. The next second found Odd clambering up the ladder with the skateboard clattering on the ground underneath him. He reached the opening just in time to feel a grip on the heel of his shoe yanking his left foot out from under him. He yelled out in panic.

Jeremie reached down and grabbed a hold of the back of Odd's shirt.

"Heave!" he groaned, and yanked Odd half way out of the hole before practically dragging him out the other half. Both collapsed to the ground just as Aelita shoved the manhole covering back into place.

"I never want to do that again," panted Jeremie, shoving Odd's body off of his legs in order to stand.

"Which part?" Odd asked, letting out a shaking laugh as he panted.

"Boys-"

"This is no time to be funny, Odd!" Jeremie snapped irritably, grabbing the other boy's arm in an attempt to pull him to his feet.

"Boys," Aelita said again, a small waver in her voice.

"Sure it is!" Odd insisted, brushing imaginary dust from his backside. "We just outran a bunch of mangy mu-"

"BOYS!"

Jeremie and Odd stared at Aelita, who pointed towards town. They then directed their gaze along the length of Aelita's arm to the town as one. There, just beyond the horizon line, came the bobbing head of a fierce, snarling, drooling, rabid-

"AYE, CHIHUAHUA!" laughed Odd, clutching his stomach as his body shook with mirth.

"I don't think-" began Aelita, only to be cut off by Odd stooping down to snatch the tiny thing up by the scruff of its neck and chortling, "XANA must be out of dogs if he sent this thing after us."

"Odd stop teasing it," Jeremie scolded, running to the factory. "You're only going to make it angrier."

"Odd," Aelita said, pushing his wiggling fingers away from the teeny dog's snapping maws. "Stop."

"And why should I?" huffed Odd.

"Because that tiny dog has big friends," said Aelita and ran off for the factory.

"What're you…?" Odd looked back at the town and nearly swallowed his tongue at the wave of snarling canines.

"Run away!' he yelped, throwing the Chihuahua up in the air and shooting across the bridge. "Run away! RUN AWAY!"

The chihuahua came back to earth on all fours and chased after Odd yapping up a storm.

There was nothing quite like sitting on the floor watching mad dogs pace around in the courtyard just beyond the doors. He had managed to find some spare cables from the janitor's closet and tie them around the push bars of the doors before the possessed dogs had knocked Yumi over trying to get in. The windows on either side of the door had taken a beating from the some of the larger dogs, evidenced by the numerous cracks, big and small, radiating out from the sites of impact. Thankfully (or not depending on your point of view) the windows had managed to stay firm longer than the dog's skull.

Ulrich cringed when he looked at the glass cracks and the thin rivulets of blood that were stained into them. At least the dogs managed to hobble away before fainting. Or dying, he added silently, finally peeling his eyes away from the windows.

"Any luck Yumi?" he asked hopefully, watching the pacing girl.

"No," she growled, jabbing the 'end call' button. "They must be trying to get to the factory still."

"I hope they're okay…" Ulrich said, running his fingers through his hair.

"I'm sure they are," Yumi said. "You think Odd would let a pack of rabid dogs stop him? He'd probably shoot up a tree and drop a branch on them."

Ulrich had to crack a smile at that. Odd probably would do just that, and he knew that the boy would die before letting Jeremie or Aelita get hurt. Or he'd try to anyway.

"Yeah, you're right. They're probably just getting into the elevator right now."

"Of course," Yumi said while flipping her phone open and closed restlessly. "I'm always right, even when I don't want to be."

THUDcrack

The pair jumped and quickly grabbed their respective weapons; a broom for Ulrich and a mop for Yumi, courtesy of another raid of the janitor's closet. Another snarl could be heard followed by another loud thud and several small cracking sounds.

"Uh, Ulrich?"

"Yeah Yumi?"

"Is it me or did that dog get even bigger?"

"It's not you."

"Scanner, Aelita."

They had barely made it into the elevator without getting hurt. They were lucky. Odd lost his shoe to the chihuahua. He was on karma's watch list.

"Scanner, Odd."

She never really understood why the light had to be so bright within the scanners. She always closed her eyes against it, even though it still bled through her eyelids in a red light.

"Virtualization!"

A blast of wind blew up from her feet and her hands fisted in the front pocket of her skirt to keep it from blowing upwards. She always felt it peculiar, that feeling of losing her breath followed by a tingling numbness.

The light mercifully faded from her sight, and when she opened her eyes they took in the view of soothing greens, creams, and browns. A split second later she felt her stomach fly up into her throat as she was dropped onto the coarse, short grass and dirt that served as the forest sector's walkway.

"Aw-right," Odd purred, doing a back flips followed by a languid stretch, "nothin' like a nice ass whooping to make up for the loss of a shredded shoe."

"Well, if you hadn't teased the poor thing, maybe it would've spared your shoe," giggled Aelita.

"Poor?" gasped Odd in an outrage, "POOR? That thing was a menace!" The purple cat-boy huffed and crossed his hands over his chest. "Besides, it would've mauled it anyway!"

"Right."

"Are you two done?" Jeremie's exasperated, disembodied voice asked. "Let me remind you that we have a mission here!"

"Yeah, yeah," Odd said, flapping a hand at the sky. "Just call up the vehicles and we'll get going!"

The overboard materialized into view at Odd's feet. "Already done. The tower's located at 22 degrees southwest of you. Hurry before XANA's welcoming committee comes for you!"

"Yeeeeeees muth-er," Odd drawled with a roll of his eyes. Aelita shook her head, bemused, and leapt onto the board behind Odd.

The rockets flared to life with her added weight and the two warriors shot off down the pathway. Over the constant, dim hum of the overboard and rush of air, Aelita could have sworn she heard a low growl.

It wasn't the doberman from before, thank god for that. The poor, possessed thing had practically bashed its skull in trying to ram open the window. No, instead, this time a mastiff that had been pacing around the courtyard had started to charge at the window, trying to break in with its shoulder. It was amazing that the glass hadn't completely shattered yet against the XANA powered dogs.

Her hands hurt from holding the handle of the mop so tight that her knuckles were white. No matter what XANA threw at them, she was always the one who tried to retain somewhat of a cool head. It was instinctive, being the oldest of the group. However, it didn't change the fact that she still got terrified whenever XANA sent an attack that was like something straight out of a horror movie.

Yumi's eyes were drawn to the bared teeth of the giant of a dog involuntarily, and she tensed her legs to prevent them from shaking.

"Ulrich," she said, shifting her weight from side to side.

"What?"

"Someone needs to get to the factory, and you won't last against these dogs."

"WHAT?"

Yumi winced, and forced herself to stare down a very livid looking Ulrich.

"You're hurt. You won't last long enough."

"And you can? Forget it, Yumi. I'm not-"

A tell-tell crack of wood.

"Don't argue with me-"

"Oh, I'm arguing with you." He shook his broom at her. "I'm not. Leaving."

"Don't be stupid, Ulrich!" she finally yelled, "Aelita needs more than Odd to be her cover

nowadays. You need to go!"

"But-"

"I'm counting to three." Yumi focused her eyes on the window threatening to break open.

"One..."

"Yumi-"

"Two…"

"Yumi, please-"

Yumi closed her eyes and took in a deep breath before facing him. This was going to hurt, but staying might kill him, and she really didn't want that.

"Ulrich, leave. I'm not Sissi, I don't need to be saved by some knight in shining armor and especially not by you. LEAVE."

Ulrich practically deflated; the broom head nearly touched the ground. Without a word, he turned and fled down the hall.

She let out a slow sigh of relief before whirling on her heel and dashing down the opposite hall.

"Three."

The mastiff let out a bone chilling howl and charged the window. The window finally shattered and the dog landed heavily on its side. It immediately scrambled to its feet, tearing up the varnished floor as the other windows of the building also broke and immediately filled with furred bodies.

"Hoo, sure is quiet ain't it?" Odd asked, zipping in between a couple of trees.

"Yeah," Aelita agreed, taking one hand off of his waist to shield her eyes as she scanned the area warily. "I wonder where XANA is."

"Einstein, you sure you don't see anything on that fancy schmany monitor?"

"No. Oh! Wait, three hornets coming your way from the south!"

Odd let out a joyful cackle and banked a hard right, making Aelita squeal and grip onto him tighter to avoid falling off. Odd only laughed more.

"Only three?" he asked while edging the board down closer to the ground. "Well shucks, XANA's too kind!"

A laser zipped past his ear not a second later, followed in quick succession by two impacts against his chest that sent him flying with a yowl. He twisted his body in midair, landing on his feet in a crouch.

"Laser arrow!" The arrowhead narrowly missed a beating wing and the hornets scattered out of formation.

"Aelita! Get to the tower! I'll take care of these guys." Odd grinned and cocked his gloves. Honestly it was a little too much fun sometimes making the monsters explode, but then, there never was such a thing as too much fun. Aelita looked doubtful, but she nodded her affirmation and zoomed off down the path.

"Alright," Odd growled, shooting off another laser. "Now you girls have my full, undivided attention!" A hornet exploded with a spectacular show of lights and sound.

The boy crowed his triumph, but was cut short by another laser blast to his back. The remaining hornets had circled around him while the third exploded and had taken advantage of his opening.

"Careful Odd your life points are already half gone!"

Odd whirled around without a pause, ignoring the tingling sensations that lingered after any injury in Lyoko, and fired off another shot with his usual battle cry. The convenient target sign on the hornets were hit dead on and they immediately exploded like their sister monster.

"Ha!" Odd did another backflip to express the rush of adrenaline coursing through his body and punched the air a couple times. "That's three for Odd, zero for XA-"

WHAM!

"Odd? You just lost another 20 life points! What the heck is happening down there?"

Odd scrambled to keep a hold on the walkway, the claws on his gloves aiding him in his efforts while making claw marks in the ground. "I don't know! Something just attacked me and disappeared!"

He finally pulled himself back from the edge and immediately stood up, ready to fire. One hand was clamped against his side, an instinctive reaction despite the barriers in place against a great amount of pain. Ten slash marks decorated his side with sparks flying up between his fingers.

"You see anything Jeremie?"

"The supercomputer's coming up with a question mark from something to your right. It must be a new monster!"

His hand swung over to his right and his eyes squinted, ready to shoot.

All he saw were trees. "What the…?" Odd lowered his hand and looked up at the sky questioningly. "I think your computer's going seni-"

His voice was drowned out in a roar from behind him. Odd twisted around and shot an arrowhead without even thinking, but the last thing he saw was a blur of green, red, and black from above before he was devirtualized.

The scanner doors whooshed open in front of him, and Odd had to grip onto the sides of the scanner to avoid completely face planting on the ground. His limbs were weighed down with exhaustion and the knowledge that now Aelita was completely alone, with a deadly new monster in addition to the usual.

"Oh no."

His scrapes burned as he ran. Normally he would have no problems making the trip from the boiler room to the factory, but that fall had given him more than a few bruises. Ulrich stopped and leaned against the dirty sewer wall. He had spotted a lot of paw prints on the walkway, and really didn't fancy running into another pack of the XANA dogs.

His cell phone started vibrating and he answered it without even glancing at the screen.

"This better be good news."

"Sorry Ulrich." Jeremie, and he sounded panicky. That was never a good sign. "Odd got devirtualized and Aelita's all alone on Lyoko with a new monster on the loose!"

Ulrich groaned loudly and rubbed the heel of his palm against his forehead. "Okay, okay. I'm almost at the factory tell her to hang on as long as she can." He flipped the phone closed and peered around the corner.

The walkway was empty. He let out the breath that he didn't realize he was holding and quickly scurried to and up the ladder, holding the broom away from his body as he went to avoid catching it between the rungs. Once he got to the top he slowly lifted the cover up and peered out. Five dogs lingered around the opening of the factory, sniffing the air and pacing around.

"Crap." He lowered the cover and clung onto the top rung, thinking hard. He rubbed his thumb against the cover of his phone as he thought before flipping it back open and pushing the speed dial for Jeremie.

"What is it Ulrich?"

"XANA's puppies are guarding the entrance and I'm seriously not in any shape to take them on right now."

He heard the microphone being muffled and Jeremie's voice muttering venomously on the other end before being uncovered again. "Okay, listen up. I'm going to have Odd go out and distract the dogs. The moment you see them move away, run."

"Right, gotcha."

Yumi pulled on doors as she ran down the hallway, looking for any that wasn't locked. She had already lost her mop fighting off some of the faster dogs, and her legs were threatening to collapse underneath her. She made a skidding turn and stomped up a flight of stairs, not daring to even peek over her shoulder as the barking became even louder.

After nearly running into a wall at the top of the stairs, she turned to her right and fortune must have been smiling down on her, for the first door knob she grabbed turned and she immediately leapt into the room and slammed the door shut behind her.

"Oh, god," she groaned, sliding to the floor as the door was jostled behind her by claws and furry bodies. "That tower better be almost deactivated."

The roar had startled her out of her wits. Aelita had nearly fallen off of the overboard. None of the monsters ever roared; they clicked and screeched and made bug noises. Jeremie had freaked out, like he always did whenever she was left alone on Lyoko. She was a little disappointed at that; she was hoping that after regaining her memories he'd calm down a little more considering she didn't have to go into a way tower in order to be materialized anymore.

But then again, worrying about her survival had probably become ingrained into his brain by now.

"Tower should be coming up any second now Aelita," Jeremie's voice called out overhead.

Aelita narrowed her eyes as she searched for the red mist that indicated an activated tower among the trees. After several seconds of searching she spotted it and smiled.

"And you better hurry it up Aelita, the monster that attacked Odd is gaining on you!"

"Got it Jeremie!" she confirmed, kicking the rockets on the overboard into hyper drive.

She didn't go more than five feet before she was tackled to the ground by something that felt like a bulldozer. Naturally, she screamed.

"Aelita? Aelita! What's going on?"

She hit the ground and tumbled just as the monster leapt away. Before she could even regain her breath she heard a snarl and felt herself lifted off of the ground by the back of her shirt. She was promptly thrown into a nearby tree. A strangled cry escaped her lips as she rolled onto the ground.

"Aelita! Aelita please, answer me!"

The ground felt like it was rolling. Aelita groaned softly and tried to open her eyes. Her vision was hazy, but she could make out two panther like paws with red spiked, green armor underneath shin-guards of the same color with a red x walking towards her.

"Jeremie…" She struggled to push herself up with her hands. The growling had dropped to a rumble.

A chuckle like distant thunder sounded above her, and suddenly she couldn't breathe as a vice-like grip closed around her throat and yanked her upright with her feet dangling in the air. She gasped and clawed at the hand holding her up, feeling more armor where the back of the hand should have been and on the arm. She flailed her legs, trying to kick at anything that might've been in range. Her feet made contact with something that felt like rock.

"Aelita hold on! Help is on the way!"

"So you do have some fight in you after all…" the monster mused, its voice raspy and soft, like it didn't care enough to raise it up more than a murmur after screaming its voice hoarse. The grip loosened enough for her to draw in shallow breaths.

It could talk. The monster could talk. Aelita lowered her chin to try and see the monster's head, and to her shock, the monster looked…

"Human?" Or vaguely human if you ignored the two large fangs that curved up from its bottom jaw, the fur that sprouted from its chin and jaw line, and the furry pointed ears. Otherwise it looked just like a young man, just… one with black and white hair and stark, black, curving marks on the cheeks.

The monster tossed back its head and let out a bark of laughter. "Human? Really, that's the first thought that pops up in your head?" he asked. Yes, he. There was no doubt as to the gender with that voice and facial structure.

"Aelita, Ulrich's almost there!"

"Does that boy… never shut up?" He groused before throwing her into the ground.

Aelita let out another groan and rolled to her side, this time actually managing to get to her feet on her own. Before she could make a run for it the monster came up besides her swept her feet out from under her causing another bone jarring impact with the ground.

The monster crouched down and grabbed her cheeks with one hand, his claws pricking her skin. "You should be asking what's going to happen to you," he said, hooking one finger around the green blindfold covering his eyes. He pulled it up, revealing that the mark that curved down his cheek connected with a red eye. He turned her head this way and that, his own head tilting to the left as he did so.

He snorted, obviously not impressed. He muttered something under his breath that sounded like the questioning of why anyone would go to such lengths to protect such a whelp.

"What… who are you?" she managed to bite out, trying to quell the terror that she was feeling, trying to act like Yumi or the ever fearless Odd.

Her hands clenched, and with a grunt she smashed her left fist into his throat. His grip on her slipped and he fell back, coughing and wheezing.

Aelita quickly rolled away and stood up again, hands raised defensively.

Surprisingly, he laughed, and it sent chills up her spine. The monster faced her again, one hand rubbing his throat. She couldn't help but note that he towered over her, and the red xana's eye on his chest didn't help.

"My name is Wanre… and you… surprised me," he growled, grinning. "I'll remember that next time." He didn't even finish speaking before his voice turned into a snarl and he rushed her, hands held out to either side of him ready to maul her.

She darted off to the side at the last possible second and took off sprinting down the pathway. She could hear Wanre snarling behind her and growing closer.

Ulrich floored the motorbike, swerving like a maniac to avoid the lasers fired by the bloks trailing after him. Within seconds he had outraced them. He hoped Odd was okay. He had taken a big chance in distracting the dogs so that he could make it to the elevator. But right now, the biggest concern was Aelita.

"Jeremie can you see how Aelita's doing?" he yelled over the roar of the overbike.

"She managed to get away from XANA's new toy but it's gaining on her!"

"Good for her, good for her," he muttered under his breath, crouching even lower.

The trees zipped past him in a blur, and several times he nearly drove right off of the pathway. A wink of pink appeared up on his right and he slowed down enough to see Aelita running for her life with a monster dressed in black with a green vest, pants, and dark red, criss-crossing belts on her heels on all fours. Conveniently, there was another, smaller trail connecting the two larger pathways. He grinned.

"Karma's on our side today," he said to himself, speeding down the trail. He reached out and yanked his katana out from its sheath. He took careful aim and threw it, sending it spinning hilt over tip in the air to land in front of the monster. It skidded to a stop in surprise as he zipped past it, making sure to grab his sword on the way, and pulled up alongside Aelita.

"Get on!" he yelled and grasped onto her hand, helping the elf-like girl onto the back before flooring it again.

"Is it following?"

"No! He just… stopped!"

Ulrich spared a quick look over his shoulder at her. "…He?"

Jeremie rubbed his temples, taking deep, slow breaths. The rest of the mission went smoothly. Ulrich and Aelita didn't encounter any other monsters after meeting up and deactivated the tower quickly. The rabid dogs that XANA had possessed didn't cause too many injuries, so they didn't have to do a return to the past. The officials wrote it off as something in the river that upset the dogs, and had rounded up all the dogs that were still in public areas to the shelters. Yumi was unharmed, and Ulrich finally got medical attention to the injuries he got for kissing the ground during PE. Everything was fine. Everything was great.

But that monster and Aelita's peculiar experience with it- him- was worrying everyone.

"Maybe he's an AI like XANA?" Ulrich suggested from his place on Jeremie's bed, leaning against the wall with his arms crossed over his chest. "It'd explain why he can talk and have a name."

"Could be… but that doesn't explain why he was actually smart enough to stalk," Odd pointed out, bouncing a ball against the ground as leaned back against Jeremie's desk. "XANA's subtlety level is like, negative 500!"

"I said like."

"Are you sure that this isn't just another XANA monster?" asked Yumi doubtfully. She was also on the bed, next to Ulrich and sitting cross-legged.

"He could talk. XANA's monsters don't talk!"

"Besides, he doesn't have lasers."

"And you know XANA has a fetish with the creepy crawlies."

Yumi held up her hands in surrender. "Alright, alright."

Aelita twiddled her thumbs together on top of a pillow on her lap, pursing her lips in thought. "I know this is probably unlikely," she said softly, "But… what if he's human?"

The group fell silent at this new possibility, lost in each other's respective thoughts.

"It could explain those activated towers that turned themselves off," Jeremie said slowly, opening his eyes to look at his friends wearily.

"And people do go missing all the time," Yumi said with a nod. "Sad as it is."

Ulrich didn't look convinced. "You'd think XANA would have done that sooner if that was the case. Why would he do it now after he's free of the supercomputer?"

Odd grinned and laughed. "Maybe he found the guy on some internet dating service and was lonely!"

"Odd!"

"What? It's totally possible! Hey, XANA might not even be a GUY!"

Aelita cleared her throat and the teens focused their attention back on her. "Actually, I wasn't thinking of that." She rubbed the back of her neck. "I was actually thinking… if, you know, maybe my father sent him in. Maybe he actually tested the scanners first with someone else to make sure that it was possible in the first place… Make sure if it was safe for us."

The other warriors shared a look before deferring to Jeremie. He was frowning lightly with his fingers linked in front of him. The concept was certainly plausible, but he knew that if he said that then his best friend was going to be losing even more sleep over the guilt of what her father might have done to an innocent. He shook his head.

"No, I don't think so. If he did, he would have mentioned it in his diary," Jeremie said firmly. "If he did do such a thing it would have been a huge step forward in his work and he would have recorded it for sure."

Aelita nodded slowly and looked down at her legs. Ulrich coughed lightly and stood up.

"It's late," he said, opening the door. "And we're all tired. Let's just go to bed and… use tomorrow to think more on this."

Odd took the opportunity to show his agreement with a loud yawn and a show of stretching his arms above his head. "Yeah, I'm pooped. See ya tomorrow guys."

"And my parents are probably starting to freak out about where I am," Yumi said, looking at the time on her phone. "Later."

Jeremie murmured his good byes as Aelita waved. He stood up as Aelita moved to close the door.

"Wait, Aelita?"

She opened the door a little and peered in with a gentle smile. "Yes Jeremie?"

"Are you… are you going to be okay?"

Aelita smiled a little bigger and nodded. "Yeah. I'll be fine. Good night, Jeremie." The door closed with a soft click.

He exhaled slowly through his nose. "Good night…" he murmured.

A/N:

Well thank you to everyone who read! This story's rather close to me, as I've been working on it off and on since midway through season 2. It's gone through a lot of ups and downs and revisions, but hopefully it's at its best now. This first chapter was originally posted on deviantart in 2008, and the reason why it's taken a two year delay to be put up on here? Well, to be honest I kind of forgot I had an account here. I'll see you again next week with chapter 2, until then, an extra thank you to anyone who reviews!