Disclaimer: I don't own Code: LYOKO or any of its characters, this is just a work of fiction.

WARNING: LOLI (CLASSIC), MASTURBATION, VIOLENCE

-12:34 AM, Sunday-

On the girl's level of the Kadik academy dorm, the door to Aelita's room opened and the pink haired girl peeked her head out to the hallway; after seeing that it was clear, she walked out in her normal clothes, a dark purple knee-length dress and light pink pants.

Aelita gently closed her door and began to quietly walk down the hall, although, when she opened the door at the end of the hall, she was surprised to see Sissi there, who also looked surprised at seeing Aelita.

"What are you doing out of your room!" quickly asked Sissi in a whispered tone.

"I could ask you the same." Replies Aelita whispering back.

Sissi quickly frowned at this and folded her arms over her chest before replying, "Fine, you have a point, how about we just forget we met?"

"Fine with me." Replies Aelita.

After the little deal, the two girl's went there separate ways, Aelita soon leaving the school grounds and heading into the woods and down to the sewers to the factory.

Upon arriving, Aelita sat at the chair to the supercomputer and soon gasps at realizing something.

"Wait a minute, how am I gonna devirtualize? Someone needs to be on the other end. But I can't have someone here, it'd be too embarrassing." Aelita then sighs, "There must be a way…"

As Aelita sat at the console thinking, it only took a few minutes before it dawned on her with a gasp, causing her to smile.

"Of course! I can set a timer!" Aelita then began typing on the supercomputers keyboard. "It shouldn't be too hard…"

In about five minutes, Aelita had successfully created a program that would cause her to devirtualize after a period of time.

"Ok, five minutes should do for now…" comments Aelita after a few more key presses, a five minute timer appeared in one of the windows on the computer screen, Aelita then started up the scanners and promptly left the chair and headed for the lower level.

Aelita virtualizes in the desert area, wearing the red and pink skin-tight Lyoko body suit. Upon landing and standing, Aelita looked around to see that the area was fortunately empty, still though, Aelita spotted a nearby large rock and ran next to it.

"Ok, time to get started…" comments Aelita as she looks over her body suit then reaching behind her to her back, Aelita quickly frowned though.

"Just as I thought, no zipper…"

Aelita removes her hands from behind her places her right hand to her crotch and rubbing the area, the pink haired girl then groaned in disappointment.

"Ok, no zipper and no sensation, I have some work to do…"

Aelita then sat against the rock waiting for the timer to run out for her to devirtualize.

Upon returning to the super computer, Aelita decided to do the changes one at a time and made a small modification to her virtualization code for her Lyoko clothing that would add a zipper to the back of her suit and allow her to remove it.

Upon returning to desert area of Lyoko, Aelita made her way back to the same large rock and reached her right hand behind her and smiled as to felt a zipper there and pulled it down to her waist.

As Aelita began to remove her suit, she didn't get far before she realized something surprising; upon removing the suit from her chest, she saw that her small breasts lacked nipples.

"that's odd…" comments Aelita pausing in her suit removal and places her left hand over her chest, not feeling the real world sensation it would give.

After wards, Aelita resumed removing her suit and upon uncovering her crotch, Aelita looked at herself and gasps.

"There's nothing there!"

Just as Aelita said, her crotch was bare of any genitalia, just skin, or virtual skin anyway.

"Know wonder I didn't have any feeling there…" comments Aelita placing her right hand to her bare crotch. "There must not be any data on this part of the body." Aelita then sighed, "Looks like I have a lot more work ahead of me than I thought… but it'll be worth it, I know it…"

In the days that followed where XANA wasn't active, Aelita frequently went out late at night to the factory in an effort to try creating genitals for her Lyoko avatar; something that she quickly found wasn't easy.

Eventually, Aelita decided to put the female genital creation on hold…

"Hmmm… Maybe I should focus on the sensations first…" comments Aelita sitting at the super computer. "If XANA can cause us to feel pain, then I'm sure the feeling of pleasure can't be too far off…"

Aelita quickly caught herself yawning and placed her right hand over her mouth before typing on the keyboard.

"Ok, this will be my last trip before I go back."

Upon arriving back in Lyoko and retuning back to the same rock in the desert, Aelita placed her right hand to her crotch and gasps in surprise and a small sensation of pleasure went through her virtual body.

"H-Hey! It works! The pain program allows for pleasure too! I can feel that I still don't have the parts though…" states Aelita smiling before frowning, "But if I'm devirtualized by an attack… I need to isolate the pleasure feeling of the program and use that."

Aelita then began to rub her crotch, causing her to moan and drop to her knees smiling.

"I only have a few minutes more, Lets see how far the program goes…"

Aelita then began to rub at her crotch quickly, soon finding that the pleasure continued to rise and rise. Although unlike in the real world, the continued rubbing and rise in arousal didn't cause wetness to appear over her crotch, the program just allowed the sensations, and as Aelita quickly found, the sensations of orgasm as well, and not a moment to soon as immediately after she came, her time ran out and she devirtualized in the middle of her bliss.

However, because of Aelita's focus of her pleasure, she failed to notice William standing on the rock behind her, looking down at her smiling.

The following day

"We've been over this before, I am not scrawny, I'm svelte." Comments odd as he leans back against the back of a bench Jeremy and Aelita were sitting on.

It was the end of classes and the three had gathered, chatting about school and recently, Odd's body frame. Aelita chuckled at Odd reply, but soon, their playful attitude disappeared once the familiar alarm from Jeremie's laptop sounded, who quickly opening up the small computer.

"XANA's activated another tower, you guys contact Yumi and Ulrich, I'll head to the factory." States Jeremie closing the laptop.

Aelita nodded and removed herself from the bench and took her cell phone from her pocket to call Yumi while took out his phone commenting, "Not too often XANA waits till schools out."

After the group gathered at the factory, Jeremie checked the supercomputer to find the location of the activated tower.

"The activated tower is located in the northwest section of the desert area… what the…" comments Jeremie sounded puzzled at the latter of her statement.

"What's wrong Einstein?" asks Odd as the four stood in the elevator.

"Well, it looks like Aelita's virtualization data has been modified." Replies Jeremie.

Aelita silently gasps at Jeremie's reply as she remembered last night, because of her sleepiness, she had forgotten to close the modification window on the screen.

"Could XANA be behind that?" asks Yumi.

"I dunno, it's possible, but this data, if I'm not mistaken, only effects her appearance, nothing else seems wrong, she should still be able to fight." Replies Jeremie.

Aelita quickly states, "Well if only my appearance is altered, I could just deactivate the tower."

"Hmmm… well, ok, but try to make it quick you guys, knowing XANA, this can't be good."

"Don't worry Einstein, Aelita's safe with us, besides XANA can't have Aelita look as bad as me."

The four then took the elevator down to the scanners and Ulrich, Yumi and Odd got scanned first, then Aelita took her turn, but after Aelita's virtualization, an error came up on Jeremie's screen.

"Oh no."

Upon the three waiting on Lyoko for Aelita arrival, Jeremie spoke to them.

"Their was a bug in Aelita's virtualization, is everything ok?"

The three looked around for a moment before Ulrich commented, "She hasn't arrived yet…" Before Ulrich saw Aelita start to appear to his right in the air. "Wait, here she comes…"

After Odd and Yumi had there attention on Aelita's arrival, they quickly gasps near the end of her virtualization and she lands.

"Everything's ok Jeremy, I'm in one piece." States Aelita.

Aelita though quickly notices the odd looks from her friends and Yumi quickly turning the two boys around.

"Everything's NOT ok Jeremie!" quickly states Yumi. "Aelita doesn't have any clothes on!"

"WHAT!" gasps Both Jeremie and Aelita, the latter looking down at herself and seeing that she was indeed naked, not a piece of clothing on her body, but she now had nipples and labia, things which now needed covering as Aelita gasps again and quickly covers herself.

"Why would XANA strip Aelita of her clothes though?" questioned Jeremie.

Aelita though quickly ran from the group to a nearby rock to try to hide herself from Odd and Ulrich.

"Aelita wait!" states Yumi before gasping, "I got it! Embarrassment! XANA's using embarrassment to hinder Aelita."

"Just when you think XANA couldn't get any lower." Comments Odd.

"You have to get Aelita to the tower quick!" replies Jeremie. "Aelita's a sitting duck if she can't defend herself!

"We know." Replies Ulrich. "Yumi can we turn around now?"

Yumi released Odd and Ulrich and the two looked around not seeing Aelita and Ulrich asked, "Where'd Aelita go?"

"She went behind that rock over there." States Yumi pointing to the large rock in the distance to the left of them.

"Well, at least the tower is in that direction." Comments Odd.

"Watch out!" suddenly states Ulrich who quickly takes out his twin swords and blocks two lasers that were headed for Yumi's back.

There were three blocks and a mega-tank nearing them.

"Thanks Ulrich, you two take care of the guests and I'll get Aelita to the tower." Sates Yumi.

"Roger that." Replies Odd ass readies his arrows to fire.

Ulrich promptly super sprinted to the enemies.

Yumi then ran her way to the rock Aelita had ran to, find her near the far edge, with her back to her, she looked as though she was going to try and run for the tower.

"Hey."

"Ah!" gasps Aelita quickly turning around with her hands covering her parts, but upon seeing that it was just Yumi, she lowers her hands.

"Don't worry, Odd and Ulrich are fighting, I'll take you to the tower."

"OK."

"Jeremie, one Overwing please."

"OK, one Overwing coming up." Replies Jeremie.

A few seconds later, the hover vehicle appeared beside Yumi, who got on, and so did Aelita, which from her rear being fully exposed from her hands on Yumi's waist, if Lyoko allowed blushing, her face would be red as can be.

With Aelita in tow, Yumi zipped off towards the tower.

"Um, Yumi?" asks Aelita nervously.

"Yeah?"

"This wasn't completely XANA's idea; I think I gave him the idea."

"Why do you say that?"

"Well, you see… I've recently been getting up at- wait, Jeremie?"

"Yes Aelita?" replies Jeremie.

"U-Uh… N-Nevermind!"

"Huh? What's wrong Aelita?" asks Yumi looking back to Aelita.

"I-I can't talk about it here."

"Well, ok…"

Yumi then gasps as she noticed William below them following, Aelita was puzzled at what Yumi saw and looked back and also saw William, which prompt Aelita to gasp in embarrassment and remove her hands from Yumi's waist and covering her rear, but quickly after Aelita removed her hands from Yumi her balance was disturbed and from Aelita sudden swaying, effected Yumi's control, causing her to tilt to the left.

"Ah! Aelita stop moving so much!" requested Yumi as she struggled for control of the Overwing.

"Sorry!"

The two were nearly at the tower before an energy wave from Williams sword just missed the Overwing and passed in front of it, casing Yumi to gasp and suddenly slow, Causing Aelita, who had failed to replace her hands back to Yumi's waist in time, quickly jerk forward into Yumi's back and over the side, Yumi though quickly tilted the Overwing to the right and reach out her right hand and grabbed Aelita's left wrist, the action caused the Overwing to turn upside down and head towards the ground and Yumi held onto it handle.

Aelita was busy trying and failing to shield her exposed body from the sight of the possessed William.

Though, another shockwave from his sword hit the Overwing, destroying it and sending the two in a freefall.

William sent two more shockwaves and Yumi managed to deflect one with a fan but the second was too fast and hit her, devirtualizing her before she could throw the second fan.

With Aelita now alone, she hit the ground rather hard, causing her to roll repeatedly. Before coming to a stop on her back, she was still conscious though but groaned as she tried sitting up.

Back to Odd and Ulrich, Odd had just destroyed the third Block, leaving the mega-tank left, as the two readied themselves to fight it, Jeremie spoke up.

"Hey you two, William just devirtualized Yumi, Aelita's all alone with him!"

"You go Ulrich." States Odd. "I can handle this oversized bowling ball."

"Ok." Replies Ulrich immediately super sprinting away to save Aelita.

Aelita Meanwhile was just getting over her fall and was now sitting up, but looking to her right, saw William standing besides her preparing to send his sword right through her head.

Aelita though quickly rolled out of the way in the nick of time before quickly facing William as she quickly starts moving back with her hands and feet as William now attempted to cleave Aelita in two right down the middle, the sword coming down inches near her crotch repeatedly, he was getting closer and closer with each attempt…

Just as Aelita was sure the next downward slash would connect to her newly given lower lips, Ulrich arrived in time to block the strike.

"H-Hurry to the tower Aelita!"

Aelita quickly used this time to scurry to her feet and run to the now nearby tower.

William though pulled back his sword charging it before sending it back down to Ulrich, defeating him easily. Looking up, he saw Aelita just a few yards from the tower and quickly sent a shockwave towards her, but fortunately, Aelita just made it into the tower in time, causing the shockwave to hit the tower instead.

Upon the successful deactivation of the tower, Aelita's return to the real world was quite uncomfortable, considering Ulrich and Odd had seen her naked, She couldn't look them in the eyes. She quickly left the factory before she would have to hear or answer any comments, she had enough embarrassment for the day.

Later in the day, Aelita is currently in her room, sitting on her bed as a knock comes at her door.

"Yeah?" answers Aelita.

"It's me Yumi, can I come in?"

"Yeah, the doors open."

Yumi then walks in and sees Aelita sitting on her bed and sits next to her.

"So, about what you were saying on Lyoko, I assume it has something to do with Jeremie."

"Yeah…" sighs Aelita.

"You mind telling me?"

"…Ok… I wanted Jeremy and me to do something on Lyoko that if we're caught doing in the real world, we'd be in serious trouble." Answers Aelita looking to her floor with her cheeks red.

"And it involved you being naked? What in the world could it be?" asks Yumi.

Aelita simply looked at her giving a nervous smile, it took a few moments before Yumi understood what Aelita was getting at and gasps with her eyes wide.

"Wait a minute! Seriously!"

Aelita only nodded.

"Two people can do that on Lyoko!"

"I'm not sure, I only got up to enabling the feeling that rubbing yourself gives, but not actually show the parts." Answers Aelita

"So, you can get the feeling of rubbing yourself, but you don't have the equipment?"

"Right, but XANA somehow managed to create the parts on me too."

"Weird…" comments Yumi.

"But it's not like I can do anything about it now, XANA would just use it against me or even you like he did earlier."

"Man, this sucks! Can't try doing something cool in Lyoko without XANA interfering! I would've liked to have tried that."

END