Code Lyoko: Equestria

by Pilot Solaris

Rating: teen
Tags: Other, Adventure, Shining Armor, Crossover, Gore, My Little Pony: Friendship is Magic, Human, Main 6, Princess Cadance, Spike
Length: 13924

The barrier between worlds is vast. But there is a way to circumvent it. And one man named Waldo Schaeffer has figured out how to do it. But what happens when that world's inhabitants find what he's left behind?

In an infinite Universe, anything is possible. As Jeremy and his friends continue to live their lives at Kadic Academy while fighting a reinvigorated XANA and his forces, commotion is heard a world apart; for in that distant world six young Ponies, a young Princess and her husband, the Captain of the Royal Guard, and a Dragon have found something incredible, something unexpected, and something new: a computer unlike any they have encountered before, one that holds the keys to the mysterious virtual world known to Jeremy and co. as Lyoko. But with this discovery comes a price, and soon XANA begins attacking Equestria and threatening to destroy all life in it. In the end, it will take the combined efforts of both these new Lyoko Warriors and the original Lyoko Warriors to preserve harmony and peace in Lyoko, Earth, and Equestria.

Published 2013-06-28 16:30:02 UTC
Last updated 2013-08-26 13:18:04 UTC

Ten years too soon

[DATE: September 19, 2004, ten years after the events of the Prologue]
[LOCATION: Earth, abandoned Renault factory in Bolougne-Biliancourt, Paris, France]
[TIME-FRAME: Between the Code Lyoko Episodes Exploration and A Great Day]

The mission was not going as planned. Between Ulrich and Yumi nearly getting themselves killed and Aelita almost falling into the Digital Sea, Jeremy thought it was a miracle that they were still able to get to the area in the Forests of Lyoko where the Transport would take them to Sector Five. After all, they still had to deal with the swarm of Freilons buzzing around their heads while Jeremy input the code that would summon the Transport, "SCIPIO". Then, things got even worse.

"There are Krabes headed your way!" Jeremy shouted into his mike.

"Great! Just what we needed!" Ulrich responded in his usual dry, sarcastic tone, all the while killing any Freilons that got too close to the blade of his Katana.

"Come on, Ulrich! Lighten up!" Yumi then said, "at least they're not Megatanks or the Schyphozoa!" The shudder from Aelita prompted Yumi to mutter, "Sorry," before killing three of the buzzing wasps swarming around their heads with her Tessen Fan. As the swarm got smaller and smaller, another shout from Jeremy came from overhead.

"What the...? The Krabes... they're... disengaging! Why are they disengaging? It's like they're... pursuing something else!" was his exclamation.

"Can't you track them down?" Yumi asked.

"No. I mean, yes! But why? It's not like they're going to threaten you guys anymore!" Jeremy responded. Exasperated by his response, Ulrich prepared a long slur of words that would have gotten him expelled from Kadic Academy had he said them there when the spherical monster known only as "The Transport" scooped the three of them up and took them away to Sector Five. But while the Transport took them there, Jeremy decided to let his curiosity get the better of him, and he switched the camera view to that of the Krabe squadron initially sent to take care of Aelita and co.

What he saw terrified him.

The Krabes were stopped and fighting something. No, not something, someone. A whole group of someones, in fact. And the someones were losing badly. Then, as if it couldn't get any worse, Jeremy saw one of the someones topple over the edge of the platform he was on and fall into the Digital Sea. Then another. And another. And yet another. Eventually, all that was left of the group was one person, fighting the Krabes with what appeared to be a sword. But there was something wrong about that someone. He was too pale and his hair was blue--if that someone was even male. As Jeremy watched him take out one of the giant crabs that served as XANA's foot-soldiers and then get devirtualized by the lasers of the other two, two questions popped into his head, one after another. Who was he? was the first, and the second, far more important, was, How did he and his friends find Lyoko?

Aelita's voice, asking him, "Jeremy? What did all of those words Ulrich shout mean?" brought him back to reality; and he responded, rather uncouthly, "It's not important."

"Okay," was Aelita's response, and at that moment Jeremy realized that Ulrich, Yumi, and Aelita were in Sector Five, waiting for his orders. And with that, he changed the Holomap from the standard display of Lyoko to the spinning display of the spherical world that was Sector Five.

No need to let them know what happened, Jeremy thought to himself, there's a mission we need to finish.

A world apart, two members of the Royal Guard, clad in their golden armor, pulled the unconscious body of Lieutenant Shining Armor from the cylindrical cabinet he had appeared in. None of the other Guards, not even the expedition's commander, Captain Light Shine, came out of the other cabinets.

As the Lieutenant came to, they asked him, "What happened, Lieutenant Sparkle? We saw you get into a fight, and then your comms went static!"

All that Shining Armor could get himself to say was "Giant crabs..." before finally regaining the ability to speak. "There were giant crabs," he said, "they ambushed us while we were charting out a part of the forest area. Almost everypony fell off of the platform and into the drink below during the ensuing fight. I managed to take out one of them, but the other two took me out."

"What?" one of the guards asked, "What do you mean, 'into the drink,' Lieutenant?"

Looking up, a pained expression on his face, Shining Armor responded, "That body of water below us you advised us not to fall into, Major? Most of the expedition did. Sonic Boom, Flash Sentry, heck, even Light Shine. They all fell in; and they're probably all dead. The truth is, Major, that world is dangerous. If you want my opinion, we need to shut it down."

The Major then looked at his fellow guards, then gave one of them the order.

"Shut it down," he stated, "and make sure nopony ever finds this place." And with that, the guard in question went into the elevator not too far away from where they were and headed down towards the primary supercalculator that they had switched on a few hours ago.

Upon entering the room, he saw the primary supercalculator itself, the primary control console for the supercalculator, the switch that gave it life, and the unblinking, eerie looking four-pronged bulls-eye looking back at him above it, and promptly switched the computer off before heading back into the elevator, going up to the room where his fellow guards were, telling his commanding officer, "It's done," and then joining his comrades in the ride back to the surface. After Shining Armor and the other guards had left, the guard who had turned off the computer exited the Canterlot warehouse where they had found it, pulled out a can of emergency spray paint, and painted a skull and crossbones on its front, as a warning to anypony who wanted to go inside that danger awaited them, whether or not they cared.

Nopony needs to know what's in there, he thought to himself, and that's all I need to know. What he didn't know, however, is that he had performed one of the most heroic feats that would never be recorded in Equestria's history. In turning off the supercomputer, he had stopped XANA from invading their world.

For the time being.

Nine Years Later

[DATE: June 29th, 2013, nine years after the events of Ten years too soon]
[LOCATION: Equestria, Industrial District, Canterlot City]
[TIME-FRAME: After the events of Equestria Girls]

All Twilight Sparkle could do was smile. Even though she had recently been crowned as a Princess, not much had changed. Even the populace never said more than, "Hey, Twilight!" when she passed by; and it was all thanks to a royal edict that Princess Celestia sent out: that anypony and everypony treat her like a normal Pony--meaning that they weren't to bow down to her, address her as "Princess Twilight", or do anything more than just treat her as if she had never been transformed into an Alicorn. Of course, even though she had the wings, she was nothing more than a Royal Alicorn, like her sister-in-law, Princess Cadance. What that meant, above all else, was that she had been magically transformed into an Alicorn, rather than being born as one, and that she was also not of Princess Celestia and Luna's Royal Bloodline--one that stretched back to King Nether and Queen Aether, the first Rulers of Equestria since the nation had been split into squabbling city-states and the first bearers of the Elements of Harmony, and the ones who dictated that their posterity should use only the titles of "Prince" and "Princess" after they had left Equestria to become Rulers of Existence, based off of the order given to them by the entity only known as "Harmony" to the Equestrian people. Of course, that being said, the only benefit that came from being a Royal Alicorn was being able to both fly and use Magic--because she and Cadance were not directly related to King Nether and Queen Aether (Cadance having been related to King Sombra instead and having had her grandfather from really far back being smuggled out of the Crystal Empire so that he wouldn't have been executed like the rest of Sombra's children), they were denied some of the more unique elements of Alicorn Princes and Princesses, like being able to power their Magic by the Sun and the Moon, nearly perfect eidetic memories, and incredible longevity that allowed them to live for millennia. This meant, above all else, that Twilight and Cadance would live normal lifespans for a Pony and then die of natural causes.

But that was detracting from the point. Even though all of that had happened to her, everything was just fine. Equestria was safe from the threat of the Changeling Swarm, King Sombra was dead, Nightmare Rarity and her forces had been defeated, and Discord was on the side of good. And what was more was that Twilight was with her friends--Spike, Applejack, Rainbow Dash, Rarity, Fluttershy, Pinkie Pie, and Cadance, to be exact--and they were enjoying an excursion around Canterlot, looking at all of the sights to see and all of the places to be.

Well, at first.

"Hey! Look at that warehouse over there!" Rainbow Dash exclaimed. Turning to look at what Rainbow Dash had pointed out, Twilight indeed saw a warehouse. From the looks of it, it had been abandoned for years. Its roof was starting to collapse, its doors were old and rusty, and above all else, its walls were slowly eroding away.

"I don't know why you're pointing that warehouse out, Rainbow Dash," Twilight responded, "it doesn't look very special. In fact, it looks more like it's pleading for somepony to demolish it."

"Look closer!" was what Rainbow said back. Looking closer, it immediately became apparent to Twilight that there was a skull and crossbones painted on it--in the emergency spray paint used by the Royal Military.

"Rainbow Dash, I have a question for you," Twilight said.

"Shoot!" was Rainbow Dash's response.

"What can you see about that warehouse?" was Twilight's question, and Rainbow answered, "I can see a place where we can explore! It would be awesome!"

"Well, I can see that that warehouse is dangerous," Twilight said back, "do you see the skull and crossbones painted on it? In Royal Military-issue Emergency-use Spray Paint? That means that something in that warehouse is so dangerous that even the Royal Military went in there to explore it and got serviceponies killed in the process. That is not awesome."

"Aww, come on, Twilight! It'll be fun!" Rainbow replied, and with that, she flew into the warehouse, ignoring Twilight's further warnings.

"For Celestia's sake, Rainbow Dash..." Twilight muttered under her breath, and then turned and asked the others, "All right, who wants to help me find her?"

The general reply was "We're all going in with you, Twilight," and with a resigned sigh, she said, "All right. Let's go find her," and joined with the others in entering the warehouse.

At first glance, the warehouse appeared to be completely empty. No crates could be seen for the entire length of the building, racks of stuff were barren, and there was just... nothing. Not even a single scrap of stuff. Well, aside from the parts of the roof that had fallen onto the floor, the cobwebs and all, and the eight Ponies (well, seven Ponies and a Dragon, but who's counting?) who had just come in.

They expected to see Rainbow Dash, flying around and showing off. Instead, they found... nothing. Just... nothing.

"Uh-oh," Applejack said, a worried expression on her face, "Ah think Rainbow Dash plumb killed 'erself. Ah knew 'er recklessness would git 'er killed one of these days..."

"Well, I don't see why she wouldn't have killed herself," Rarity said, her tone condescending but her facial expression just as worried as Applejack, "after all, this place is more decrepit and rusty than that cage of a room that 'Handsome Jack' fellow kept me in. He was so rude, always referring to me as 'Butt Stallion', but he was so suave... I almost wish I hadn't killed him."

"Huh?" Spike asked.

"Don't worry about it," Rarity replied.

That's when they heard Rainbow Dash's bloodcurdling scream.

Startled, Fluttershy let out a squeak followed by a little "Eep!" before hiding herself behind Twilight.

"DASHIE'S BEEN HURT!" Pinkie Pie cried out, and it spooked poor Cadance into firing off a Pulse Spell that tore a hole in the roof. "Oops... Sorry, Cadance..." she then said, trying to comfort the frightened young Princess.

"Try to warn me before you scream like that, Pinkie Pie..." Cadance stuttered, "please..."

As they looked around, trying to figure out where Dash's scream had come from, Applejack's ears perked up. "Ah can hear 'er!" she exclaimed. "Follow me!"

And with that, she sped off, the others desperately trying to keep up with her in the dizzying maze of fallen roof, empty racks, and debris. She let up so that Spike could mount on Twilight, but even with the young dragon mounted on his friend's back they still had trouble keeping up with Applejack.

When they finally caught up to her, she had stopped in front of a grisly scene. Rainbow Dash was on the floor, a gash across her chest and blood slowly staining her cerulean blue coat.

"Rainbow Dash! What happened?" Twilight asked.

"I'll tell you what happened," Rainbow Dash answered through gritted teeth, "I was flying around in here when I sliced myself across the chest on one of those holes in the ceiling! Now help me take care of this cut before I bleed out!"

"Well, I can't say I didn't warn you," Twilight responded, "and I think you should have listened to my warnings! Still, let's get you cleaned up."

And with that, the others started taking care of Rainbow Dash's gash. Rarity used some fabric she had bought from one of the local stores to fashion some bandages, Twilight used Healing Magic to numb down the pain and get the blood back into Dash's body while Cadance removed whatever infection and Tetanus Bacteria that she found in her body, Pinkie Pie and Fluttershy held onto her hooves--Pinkie her right hoof, and Fluttershy (gingerly) her left--so that she could squeeze onto something when it hurt (with Fluttershy giving a surprised "Eep!" whenever she did so), Spike used his fire to sterilize and cauterize the wound and the bandage, and Applejack helped Rarity to bandage up the wound when all was said and done.

"There! All better!" Applejack said.

"Thanks," Rainbow Dash responded, "for a moment there I thought I was done for."

Then, out of the blue, Pinkie Pie stood up and pointed towards something they had failed to notice. "What's a freight elevator doing in a warehouse?" she asked.

"Erm... Good question, Pinkie Pie," Applejack answered, "what is a freight elevator doin' in this here warehouse?"

"Maybe this warehouse has several underground storage levels?" Twilight responded dryly.

"Cool!" Rainbow Dash said. "Let's go check it out! ...And Twilight, I promise I'll be careful..."

Resignedly, Twilight said, "All right, Rainbow Dash, if you so insist..." and turned around expecting to see the others.

"Uh, Twilight, the others are heading for the elevator already," Spike said. Sighing, Twilight went into the elevator and looked around.

"It looks like it might still work," Twilight said, "but I doubt we'll find anything more interesting than empty storage racks and creepy looking rooms." Then, idly, she decided to scan the elevator with an All-Sight Spell. Like she expected, it was an ordinary elevator, except...

Instead of being solid, like the rest of it, the area between the "up" and "down" buttons on the elevator's control panel was hollow. And there was something in it. Her curiosity getting the better of her, she decided to take a closer look at it, and found that the seemingly unmovable area between the "up" and "down" buttons was actually a cleverly-disguised panel that swung open to reveal an unlabeled number pad. On the inside of the panel were the numbers 3, 5, 1, and 9 and an arrow pointing upwards written in paint. While everypony else gathered round, Twilight tried to figure out what the numbers meant.

"A year when Ponies look up to something? No..." Twilight mused to herself, before something clicked in her head. "Ah-ha! If I'm correct..." she said, and gingerly pressed the third, fifth, first, and ninth buttons on the unlabeled number pad before closing the panel and hitting the "up" button.

"Um... Twilight? Ah don't think that'll do anythin', partner," Applejack said, when the garage-door like door of the elevator closed on them. "WOAH!" was the startled response of everypony, Twilight included, when the elevator started to descend into the depths of the warehouse.

As it descended further and further, it became apparent to everypony travelling on the elevator that this trip was taking them somewhere that hadn't been included in the original design of the warehouse, and when it finally stopped, the door opened back up and a large, almost-vaultlike door, with a latchlike device that opened up to allow the rest of the door to open to the group, stood in front of them.

"Well, I don't think that this was originally built with the rest of the warehouse", Twilight mused to herself, "it looks too new..."

It, specifically, being a large room with a rotunda at the center, a set of four computer monitors--a main monitor and three smaller ones, one on each side (left, right, and top) of it--and a keyboard on the far side of the rotunda, a chair on the near side of it, a large circular framework suspended above the whole room but just below the ceiling, and a ladder, as well as a bed and some other necessities of life that almost made it a bit more like home.

As the Ponies stepped out of the elevator, they fanned out and looked around. Applejack and Rarity discussed the possibility of making food while down there with the kitchen appliances in the room that were almost mint-condition, Pinkie Pie pulled out one of her CDs, put it into the nearby CD player, and started dancing along to her favorite songs, Fluttershy timidly sat at the table in the room, Rainbow Dash laid down on the bed, Cadance and Spike looked around in amazement, and Twilight went up to the computer monitors.

This definitely isn't like any computers we have at home, Twilight thought to herself, it's far too advanced. Then, out of the corner of her eye, she noticed that there was a flashing button on one of the smaller monitors. Upon pressing it, the main monitor flashed to life with the image of a person; not a Pony, Griffin, Dragon, Minotaur, or the like, a Human being. Not that Twilight immediately realized that; her experiences had her think that they were just recolors of Ponies found in Equestria that looked like he did. He was white and looked old and fatherly, with grey hair and a grey full beard and mustache with glasses that were tinted so that his eyes weren't visible, but a warm, kindly expression on his face nonetheless, and he wore a long, white labcoat with a brown shirt underneath.

"Guys! Come here!" Twilight immediately shouted, and almost just as quickly, everything stopped and everypony gathered around the console where Twilight was, except for Rainbow Dash, who had been sleeping until Rarity poked her awake and made her see what was going on.

"What in tarnation is that, Twilight?" Applejack asked, pointing towards the person in question.

"I don't know..." Twilight answered.

And then, almost as if he had heard Twilight's voice, the man came to life.

"Hello," the man said, "my name is Waldo Franz Schaeffer-Hopper, the one responsible for what you see here. I am a Human Being."

"WHAT?!" Twilight yelled, and as if on cue, the video stopped. "That's impossible! Humans don't look like that! They look like... they look like... us! But almost exactly like him! ...Maybe he is a Human, just not one from that Universe..."

"Come again, Twilight?" Applejack asked.

"...Remember that world I went to in that magic mirror?" Twilight responded.

"...Oh yeah..." Applejack answered, causing everypony else to go, "Oh yeah!" as well.

After everypony finished talking, the video resumed.

"I come from a city called Paris, in a country called France, on a planet called Earth, which is a planet that orbits a star called Sol that lies 186 Light-Years away from your home planet," the man continued, "and if you have found this computer and are listening to this message, then you are in grave danger."

"You see, this computer connects to a virtual world called Lyoko, one that houses a dangerous Artificial Intelligence called XANA, spelled X-A-N-A in all caps and pronounced 'Zana', that is barely being held back from going rogue by the efforts of me and my young daughter, Aelita; and that could cause catastrophe in your world if allowed to roam freely, due to my negligence and my obsessing over completing Lyoko; causing me to increase the computer's--and by extension, XANA's--memory and processing power by two-thousand five-hundred seventy-six qubits through reversing time by twenty-four hours an equal amount of times."

Stopping the video by doing so, Rainbow Dash asked, "How?" before being silenced by the angry stares of everypony else, allowing the video to resume.

"How is not important right now," the video continued, almost as if it had heard Rainbow Dash's question, "what is important is that you understand what you must do. If you understand that you and your world are in grave danger, then you must leave this place for time to destroy. XANA is too dangerous for you to handle and if he is allowed to enter your world the results could be catastrophic for you and everyone you know and love."

"But we just got here!" Applejack said, stopping the video once again. "That ain't fair!" After finishing her remarks, the video resumed playing.

"But I understand that there may be the twinges of an adventurer in your hearts," the program continued, seemingly acknowledging Applejack's remarks, "and so, if that is the case, I offer you an alternative--if you wish to explore Lyoko and see the wonders offered to you by doing so, and by extension accept the risks associated with doing so, then follow my instructions and write them down, if you so need to."

"First, go back to the elevator you no doubt used to come here and press the 'down' button on its control panel twice, once to leave this laboratory, and again at the first landing you come to. This will take you to the lowest room of the building, one I had built myself while restoring the elevator; and when you enter it, you will see a console. Ignore everything else on it and flip the switch that says 'LYOKO'. That will power up the primary supercalculator used to link your world to Lyoko and grant you full access to this computer, which includes my notes that I have made to help you familiarize yourself with the supercalculator and its components, including the return trips to the past I have mentioned. Then, once all that has happened, you will be able to see the wonder that is Lyoko."

"Sounds like fun!" Rainbow Dash said, stopping the video once again. When the video resumed, the person's face went somber.

"However, there is a catch," he said. "If you do this, you must promise to me that if XANA goes rogue and starts attacking your world, that you will fight back against him and keep it confined to a Shadow War that only you and whoever came with you know about. If the people know about Lyoko and XANA, they will probably try to stop you and experiment on Lyoko and XANA, which will only agitate him further and make him angrier."

"I must leave now," the video then said, "and return to my home. But remember my words; and if you decide to take my alternative, promise to me that you will uphold to my rules. I cannot stay for reasons I won't specify, but know that my mission is of the atmost importance. Goodbye."

And with that, the video stopped, the Human's face forever frozen on the main monitor.

"Well?" Rainbow Dash asked. "Are we gonna promise him that we're going to fight this XANA-thing in secret if he attacks us so that we can explore this Lyoko-place?"

Twilight looked back at her, then at the others. "Do you promise to do so, everypony?" she asked.

"Ah promise with the fullness of mah heart," Applejack said.

"I promise," Rainbow Dash then followed.

"Um.. Y-Yes, I-I promise..." Fluttershy squeaked.

"I promise with all of my energy, and you know that I hold fast to my promises, dear," Rarity then chimed in.

"I Pinkie Pie Swear! Cross my heart and hope to fly, stick a cupcake in my eye!" Pinkie Pie burst out.

"I promise," Spike stated.

"As do I," Cadance then said, following up her promise with her and Twilight's old chant, "Sunshine, sunshine, ladybugs awake! Stamp your hooves and do a little shake!"

Then Twilight turned and looked at the computer. "Then I promise to fight XANA if he attacks us, and to keep and maintain it as a secret shadow war, only to be fought by us and us alone." She then followed up her promise--one that affirmed the promises of everypony else--with a Latin phrase she had learned while she was in that world beyond the mirror, "Surgent umbrae cum vincere omnes, invenies nobis repugnantem."

"Umm, Twilight, what did you just say?" Applejack asked.

"It's a phrase in Latin. It means 'When the shadows rise to conquer all, you will find us fighting back.'," Twilight answered. "I think it would be a good phrase for us to remember."

"Agreed," everypony else chimed in.

Then, Twilight went on the elevator, and followed the man's instructions to the letter, pressing the "down" button twice and then entering the second room she arrived at. When she looked out at it, she was astonished--it was mostly empty except for a console that stood at the end of a walkway, but on the floor beneath that walkway was a web of wires and machinery.

And to think it was all done without Magic... Twilight thought to herself. This must have taken some time to complete!

Walking up to the console, she saw the array of lights that made up most of it, and then she saw the switch titled "LYOKO".

That was the first time she saw it.

It was a bulls-eye, with four prongs extending out from its outer ring. One prong came from the top, another came from the bottom, and the other two surrounded the bottom prong on either side, shorter than it and the top prong. It almost seemed like it was an unblinking eye, staring back at her.

The thought made her blink. Then, she shook off the feeling that had crossed her mind and flipped the switch from the off position to the on position; and what happened next astounded her.

From the center of the floor, a large column rose up and a smaller column then rose from its center. And then, almost as if it had been unshackled from chains, the device lit up in a show of light and sound, one that nearly overwhelmed Twilight before falling down to a manageable level. After recovering from the sensational assault, Twilight then returned to the elevator and went back up to the primary laboratory.

"So?" Rainbow Dash asked.

"It's done," Twilight responded, "we're connected to Lyoko."

In the Digital Sea, XANA stirred. He had been dormant mostly since escaping from the Replika known as "Cortex", but this new development piqued his curiosity. It almost seemed as if another Supercomputer had connected to his former prison, the world known as Lyoko. Interested, he immediately connected to and activated the Tower located in Sector Five so that he could see what this development was. Almost immediately, he was flooded with a plethora of information, ranging from silly videos to rather... umm... "naughty" material, almost as if the internet had gained a whole new branch that was just as big, if not bigger, than its parent. And when he traced the material to its source, it all pointed towards one word: EQUESTRIA. And then he learned of the source of the development that had initially piqued his curiosity: a Supercomputer that eight young horse-creatures were looking through.

Oh Waldo, XANA thought, you were quite busy when you 'left for an unspecified amount of time' and left me with your daughter, weren't you, old friend? Well, it looks like I have a new world to conquer, and it's all thanks to you! And with that, he laughed to himself and disconnected from Sector Five's Tower, deactivating it in the process, and made sure that his arch-nemeses, the Lyoko Warriors, remained unaware of his recent stirring-up.

After all, he had plans to make.

Virtualization

Five hours after turning on the supercalculator, Twilight and the others had familiarized themselves with Lyoko and how the computer worked, each of the eight Ponies (well, seven Ponies and a Dragon, but...) being fully capable of using it should any of the others become incapacitated or somehow unable to use the supercomputer in the event of XANA attacking Equestria. Among other things detailed in the notes that Waldo Schaeffer had mentioned were Lyoko's five sectors, the Ice Barrier, the Mountain Range, the Desert Basin, the Forest, and Carthage, how the return trips to the past worked (and how they should be used sparingly to keep XANA from getting too powerful), and how to access Lyoko using the scanner cabinets located in the room between the main lab and the supercalculator's housing. It was all very, very complex--Applejack having the biggest struggle with understanding how it worked, especially with the "fancy maths", as she called them, and even Twilight having a bit of a struggle with figuring it all out--but eventually everypony got it all down and even Applejack could access and use the computer with relative ease. Then, Rainbow Dash turned to Twilight and asked a simple question.

"So! When're we going to see Lyoko up close and in person?" was the question.

"I guess we could go right now!" Twilight answered. "Applejack, you come along as well, Rarity, you stay behind and work the virtualization process, and everypony else... well, just stay behind for now. We'll be sort of an advance party."

"Man..." Spike muttered under his breath, "well... I guess it's okay, because I can still be with Rarity and all, but still..."

Ignoring Spike's mutterings, Twilight, Rainbow Dash, and Applejack got into the elevator and then took it down to the scanner room. Upon entering it, it seemed very uninteresting--aside from the tall cylindrical objects that surrounded a hatch that led to the supercalculator room and a ladder that led back up to the main lab (Probably in the event of elevator failure, Twilight thought to herself), the scanner room looked relatively empty. Then she looked closer, and saw the bundles of wires coming from each of the cylinders--the link that allowed solid matter to become ones and zeroes and then become digital avatars on Lyoko. Once again, the fact that it all had been made without the use of magic crossed her mind.

Rarity's voice coming over the intercom and asking, "Twilight? Are you ready to go or not?" snapped her back to reality.

"Yeah," Twilight answered, "I am."

"Okay, then!" Rarity responded. "The others are waiting for you!"

Turning around, Twilight saw that two of the cylinders (Scanner Cabinets? Was that what Waldo called them? she thought to herself) were now occupied by Rainbow Dash and Applejack, who were looking extremely impatient. Blushing, Twilight then stepped into the only vacant Scanner Cabinet left and turned around. At that moment, a set of doors slid in and closed on her, sealing her in the closet-like interior of the Scanner.

Rarity's voice then came over the intercom, saying, "Transfer!" while a glowing ring-like object (the actual scanner itself? Twilight wasn't too sure) came down and swept its glowing lights along the entire breadth of her body; going down before coming back up.

Then, while Rarity called out "Scan!" over the intercom, several glowing pulses of particles streamed around Twilight, almost as if to get a match on her body type.

What are the others going through? she wondered. I'm sure it's just as unpleasant as what I'm going through.

Then, finally, Rarity called out, "Virtualization!" and at that moment a massive gust of wind swept Twilight off her feet while the ambient light of the Scanner Cabinet grew ever blindingly brighter.

That's when she blacked out.

When she regained consciousness, Twilight noted that she, Applejack, and Rainbow Dash were floating above a large plateau, which was also suspended in midair above a large body of what appeared to be water and several other plateaus floating near it, only connected by large threading bundles of what appeared to be wire. The plateaus were dry and rocky and almost looked like a floating desert. The Desert Basin? Twilight asked herself. Then, she felt the sensation of falling before hitting her rump on something hard--namely, the first plateau they had seen. She barely even had time to scream before she impacted.

Upon impact, a loud "OOF!" came out of her and as she looked around, dazed but undaunted, she decided to look at her body. Looking down, she saw that instead of forehooves, she had hands, and that she now had a very... um... "interesting" for lack of a better word outfit covering her initially naked body, which now looked more like a Human female, complete with white skin, purple-with-a-lavender-streak hair, arms, legs, and large--for lack of a better word--breasts. Covering her top was a violet midriff shirt that exposed her belly with long, tapering sleeves and her Cutie Mark on the chest, and covering her legs was a long, flowing, violet dress.

Almost immediately, Twilight muttered, "Oh, no... not again..." before getting up and looking over at Applejack and Rainbow Dash. Upon initial examination, they superficially resembled her, being white-skinned human females, but that they still resembled their Pony selves and wore different outfits than her. Rainbow Dash, who was looking rather miffed, had her rainbow-colored hair done up in a ponytail, wore a midriff-styled halter top with a set of goggles around her neck as well as some very short shorts, and had some small breasts. Applejack, who was showing a wide, goofy grin, had her blond hair done up in a long and flowing ponytail, wore her trademark hat along with a denim shirt and leather jacket as well as some leather pants that seemed like they were designed to draw attention to the wearer's midsection were it not for the denim pants underneath, and had average-sized breasts.

"Having problems with your endowment, Rainbow Dash?" Twilight asked, almost snarkily.

"No!" Dash snapped back. "What does 'endowment' even MEAN?"

"Oops..." Twilight muttered to herself, realizing that she had used slang from the Alternate Universe. "Erm... having problems with your chest, Rainbow Dash?" she asked, rewording her question.

"No," Dash responded once again, tugging on her hair, "it's my hair that I have a problem with! It's stuck in this stupid ponytail! And... it's... impossible... to... get... out!"

"Oh, come on, Rainbow Dash!" Applejack then said. "It's not that bad once ya git used to it!"

"Easy for you to say, Applejack!" Rainbow Dash retorted, still yanking on her ponytail in a futile attempt to get it out. "I... HATE... PONYTAILS!"

Then, Rarity's voice came in from overhead, startling everypony.

"Sorry to disappoint you, Rainbow Dash, but these notes say that your Lyoko Avatar can only be changed through altering its source code once it's been initialized," she stated, "and that your initial Avatar is based off of your subconscious self."

"WHAT?!" Rainbow Dash squeaked out after recovering from the initial shock of hearing Rarity from overhead. "You mean I'm STUCK with this stupid ponytail?! And that my subconscious LIKES ponytails?!?"

"Yes. I mean, no," Rarity stammered, "it means that your subconscious has a feminine flavoring to it, that's all!"

"BUT I HATE GIRLY STUFF!" Rainbow Dash yelled. "I'M A TOMBOY, THROUGH AND THROUGH!"

"That's not what the Scanners say," Applejack said, grinning, "and you know that through an' through, sugarcube!"

And with that, Rainbow Dash let out an exasperated gasp and gave up trying to get her ponytail out.

That's when the laser shrieked past them.

It wasn't necessarily a laser, what they saw looked more like a particle accelerator projectile as lasers didn't move that slowly, but it was still weapons fire. And it was enough to prompt everypony to turn around and see what had shot off the beam.

Behind them was a large, red crab-like creature, with six eyes arranged in two rows and three eyes to one row, four legs that each ended in a razor-sharp point, and spikes on its large, circular carapace.

That was the second time Twilight saw it, and the first time Rainbow Dash and Applejack saw it.

The eye looked back at them from the top of the creature's carapace, directly above its eyes, unblinking, and now looking menacing, and it scared the three of them into immobility.

Rarity screaming, "GET OUT OF THERE!" was what snapped them back into reality and caused them to sprint at full speed. But as they ran, the creature charged up another blast, its lower "eyes" linking together three particle streams before firing one large projectile at them, hitting Applejack in the back and causing her to topple over the edge of the platform.

"APPLEJACK!" Twilight and Rainbow Dash screamed, and without any further notice, Rainbow dove after the now-falling pony, ignoring Twilight and Rarity's warnings about falling into the water below and leaving Twilight alone to deal with the creature that had attacked them.

Turning back around, Twilight watched the creature advance towards her, making a sound almost as if it were laughing at her and mocking her.

At that moment, she heard its voice.

It's hopeless, it said, almost as if the creature were speaking directly into her head, I have you right where I want you. Just resign yourself to fate like the others, and I guarantee that my master won't kill you, your friends, and I guarantee that your world will be left untouched by him.

The others? Twilight asked. You mean Applejack and Rainbow Dash?

No, the creature responded, you know who I'm talking about. Now, why don't you resign yourself to fate?

And at that moment, Rainbow Dash came up from over the edge of the plateau, a set of cerulean blue wings sprouting from her back, a wide grin on her face, and Applejack safely in her arms.

"Thought you could take care of us that easily, ya stupid crab?" Rainbow Dash said.

Then, while the creature stared in abject horror, a scream pierced the air as a blue streak of light came directly on top of the creature.

"YAAAAAAAAAAAAAAH! IMPACT!" was the scream, and at that moment, Twilight could have sworn that she saw a samurai in a yellow and brown jumpsuit and with brown hair land on the creature, stab it in the eye-spot on its carapace with a Katana, look directly at Twilight and company in a mixture of shock and bewilderment, and then jump off.

As the creature staggered, it exploded into a mess of red fragments, a shockwave emanating from it before collapsing in on itself and then disappearing.

"Twilight, what in tarnation was that?" Applejack asked.

"I have no idea," Twilight said, "none at all. And Rainbow Dash... you have wings?!"

"Sure do!" Dash answered, dropping Applejack off. "And it's the coolest thing ever! I can fly around like nopony else can!"

"And she plumb saved me," Applejack then continued, "and ah owe 'er fer that!"

"Not at all!" Dash responded. "I've saved you guys more times than I can count! And Twilight, since you're an Alicorn in the real world, I think you have a set of wings, too!"

"I do?" Twilight asked, and with that, she concentrated on spreading her wings like Rainbow had taught her before leaving for the world beyond the mirror, and like she had said, a set of lavender wings sprouted from her back and lifted her into the air. It wasn't graceful, per se, but she did take off.

"Wow! This is so cool!" Twilight then said, "I can fly here! And I can do it better than in the real world!"

"Yes, charming," Rarity then said, "now why don't you put those wings to good use and get somewhere where you might not be attacked as promptly!"

"All right, Rarity," Twilight then said, and with that, she landed back on the ground, folded her wings up, and after explaining, "I'm still not very comfortable with flying," walked along with Applejack while Rainbow Dash flew in the sky, doing all sorts of aerial stunts.

"It was weird, Jeremy! There were three of them, and one of them was flying like Aelita!" Ulrich told Jeremy.

"Are you sure you saw that?" Jeremy responded.

"I'm positive! You should have seen it, too! You watch everything that revolves around us, for [yay]'s sake!" Ulrich responded.

"Language, Ulrich!" Jeremy retorted, disgusted by Ulrich's use of the f-word. "Now. Did any of them fall into the digital sea?"

"No," Ulrich then said, sighing, "but one of them nearly did. She looked like a cowgirl and she was being carried by the flying girl!"

"Hold up, hold up," Jeremy then said, "first you say you see three Lyoko Warriors you've never seen before and now you're saying that they're female? What evidence do you have that they're female?"

"Their breasts!" Ulrich responded angrily. "I saw them as plain as day!"

"Okay, if you can confirm that they were female, then you probably weren't seeing things," Jeremy then said, causing Ulrich to respond, "THANK YOU!"

"But now the question remains..." Jeremy then continued, "who were these new Lyoko Warriors?"

"And more importantly, where did they come from?"

Desert

Yumi surveyed the plateaus of the deserts. Although there had been activity in the area earlier, it was now quiet. Not even the threading bundles of cable that connected the floating platforms together were pulsing, a sign of XANA's activity in the Deserts and Forest.

"There's nothing to report here, Jeremy," she then said, "it's all quiet. Are you sure Ulrich saw something here?"

"Absolutely!" Jeremy responded from overhead. "He saw them as plain as day!"

"Well, I'm not seeing anything," Yumi continued, "unless Ulrich was seeing thi--WOAH!" Her report was cut short by the sudden sonic boom that rocked the area and the rainbow shockwave that emanated from its source.

"Jeremy! Are you seeing this?" she asked.

"I am! It's like something broke the sound barrier and caused a spectrum effect from its shockwave!" Jeremy responded. "And what's more is that it's leaving a rainbow trail!"

"Well, it looks like Ulrich was right, after all," Yumi muttered to herself, "I'd better go check this out."

Sitting at an oasis they had found, Twilight and Applejack looked in awe as Rainbow Dash came back down from her Sonic Rainboom. Even though she had done it several times in the past (one notably when saving Rarity and another being the connection that the six of them had as friends), it was still awe-inspiring to see her pull off such a move, something only a handful of Pegasi could pull off.

"See? I told you I could pull off a Sonic Rainboom here!" she said, a wide smile on her face and confidence in her voice.

"I guess I shouldn't have doubted you, Rainbow!" Twilight responded, and Applejack followed up with, "Ah think we ALL shouldn't've doubted 'er, Rarity."

"Okay, I'm sorry I doubted you, Rainbow Dash," Rarity sighed, "and I'm a big diaper-wearing baby because I doubted you..."

Rarity's remark caused Rainbow Dash to then respond, "And?" to which Rarity continued with an exasperated sigh, "And I like to eat baby food..." causing Rainbow to burst into laughter while Applejack and Twilight looked on in mild bemusement.

"Oh come on, Rainbow, ya' know that's immature..." Applejack then told Rainbow, to which she responded, "But it's funny!"

"Not to us, kiddo..." Twilight then said.

"Okay... okay..." Rainbow said, stifling her laughter, "it was uncalled for, but sweet Celestia it was hilarious..."

Sighing, Applejack then picked up a rock and tossed it into the water.

It vanished in a pillar of light, which startled everypony.

"Okay, that ain't normal..." Applejack said.

"Maybe it's a portal or something!" Rainbow Dash said, and then jumped into the pool of "water", disappearing in a column of light.

A few seconds later, Rainbow yelled up to the others, saying, "WOAH! YOU GUYS HAVE TO COME AND SEE THIS!" causing Twilight and Applejack to look at each other, and then look at the pool.

"Well, unless you're still uncomfterble with flyin', I guess you'll have to give me a lift down there," Applejack then told Twilight, prompting her to spread her wings, flitter over to Applejack and pick her up, and then fly down into the pool.

After going through it, Twilight and Applejack looked around, and saw a platform underneath the "water" that they could safely land on, prompting Applejack to say, "Okay, Twi, you can let go of me now," to which Twilight responded by dropping AJ, causing her to fall feet-first onto the platform below, landing safely on it. Twilight followed her down, landing somewhat gracefully on her feet and folding up her wings.

That's when they saw what Rainbow had called them down to see.

It was a building, for lack of a better word, that stood tall and erect like a blocky, black, and cyberpunk-styled skyscraper without any windows. Near its base lines came up and glowed a calming, soothing blue while parts of the building's top (including the actual top itself which floated above the rest of the structure) had a glowing blue aura underneath them.

"Rarity... what IS that thing?" Twilight asked.

"That, my dears, appears to be a Tower, the only structure present in Lyoko's Sectors," Rarity then responded, "and according to my notes there are 41 of them scattered across Lyoko's Sectors, 10 in the Desert, 10 in the Forest, 10 in the Ice Barrier, 10 in the Mountains, and one in Carthage."

"Ah see," Applejack then said, "well, can we enter it?"

"I don't see why not!" Rarity responded. "I'd assume you'd just walk up to it and push through its walls."

While Applejack and Twilight argued with Rarity about the plausibility of it all Rainbow Dash flew up to the Tower and proceeded to put some pressure on its walls, causing her to push straight through it and startling everypony else.

"I told you so," Rarity then told Twilight and Applejack, and resignedly, the two Ponies proceeded to follow Rainbow dash into the Tower.

That was the third time Twilight saw it and the second time Applejack and Rainbow Dash saw it.

The eye served as the floor for the Tower, and glowed white. Two of its prongs--the top one and the bottom one, specifically--served as walkways towards the center of the eye and the two smaller prongs served as part of the central platform. Instead of scaring them this time, however, it calmed them. As they walked up to the center of the platform, they looked around. Unlike the outside of the tower the interior was circular and looked like a long tube. Beneath the platform was what looked like a void and above the platform was what appeared to be a smaller platform, and lining the interior's walls were screens of data with binary digits moving up and around them. All the while the three of them looked around in awe.

They were so mesmerized by the sights and sounds of the Tower, in fact, that they failed to notice someone else enter the Tower.

"Who the heck are you?!" the someone said.

Yumi looked up at the Tower. She had traced the sonic boom to its source near the oasis where the Desert's fifth tower was hidden, and had jumped down to the lower platform hidden by the oasis' "water" in time to see two people enter it.

"There's someone definitely here," she said, "and they've just entered one of the towers."

"Well, go after them!" Jeremy's voice said, and with that, Yumi entered the Tower.

Inside were three girls, one flying around with a pair of wings (well, more hovering) with rainbow hair done up in a ponytail, pink eyes, and a semi-revealing suit that reminded her of Sissi, one with violet hair with a lavender streak, violet eyes, a long-sleeved shirt that revealed her belly and a dress that reminded her of her old outfit, and one with cowgirl gear on, blond hair done up in a ponytail, and stark green eyes.

At first, she was speechless, but she eventually snapped out of her trance of surprise and asked a simple question.

"Who the heck are you?!" was that question.

Tower

Cadance stared at the computer's monitor, watching as her friends and the stranger walked through the dense floating passages and glades that made up Lyoko's Forest Sector. She could hardly believe that they weren't alone in this strange virtual world, and what was more was that she--and by extension, Rarity--were completely taken aback by the stranger's unexpected meeting with the initial insertion team. And what was more that she couldn't believe it had all started with five simple words...

[THIRTY MINUTES EARILER]

..."Who the heck are you?!"

The question startled everypony in the Tower and caused them to turn around and look directly at the offender. The offender in question was a young girl with black hair that draped around her head (but didn't necessarily obscure her face), a dark violet skin-tight jumpsuit, and what appeared to be metal weights in her forehead above her eyebrows; who also had an absolutely perplexed look on her face.

Well, until Rainbow Dash went into a dive and tried to hit her, anyway.

Not even Twilight and Applejack screaming, "RAINBOW DASH! NO!" could stop her from going into the dive, fist clenched and ready to strike the newcomer right in the face, and when she threw the blow... she was stopped by the stranger's own hand, cupped to intercept the full force of the blow.

"Tell me who you are," the stranger said, repeating her question, her serene voice hiding what had to be a volcanic eruption's worth of rage, "and how you found Lyoko."

"You first!" Dash replied, not even bothering to hide her anger before Twilight motioned to her to back down, which she did only after Applejack gave her a menacing glare.

"Sorry about that," she said, motioning to Rainbow Dash, who was now just sitting on the platform's edge and sulking, "she can be a bit feisty at times. My name is Twilight Sparkle, and I come from a land called Equestria."

The stranger looked at them, puzzled, before saying, "I've never heard of that place. Are you guys from Canada or something?"

"No," Twilight responded, "Equestria is our homeworld, located 186 light-years away from a planet called Earth."

The stranger looked back in sheer shock. "So," she asked, "you guys are... ALIENS?"

"If that's the word you're looking for," Twilight answered, "then yes."

"But you look so Human!" the stranger then pointed out.

"It's just our Lyoko Avatars," Twilight stated, "our true forms are Ponies."

"Ponies," the stranger then asked, "as in, little horses?"

"Eeyup!" Applejack then answered.

The stranger looked at them in abject bewilderment and shock, before finally saying, "Well... Earth is sort of... my homeworld."

"So... you're a Human?" Twilight asked.

"Yes," the stranger answered, "I am. My name is Yumi Ishyama."

"Pleasure to meet ya, partner!" Applejack then said, standing up and going over to Yumi, shaking her hand (and her) vigorously. "Mah name's Applejack, and that lil' pout'r over yonder," she said, pointing to Rainbow Dash, who was still sulking, "is Rainbow Dash."

"P-P-Pleasure t-t-to m-m-meet y-y-you, A-A-Applejack!" Yumi said, her voice being shaken just as hard as the rest of her.

"Anytime!" Applejack said back, finally letting go after shaking her vigorously for another few seconds.

After finally letting go, Twilight then walked up to Yumi, shook her hand, and said, "It's a pleasure to meet you, Yumi Ishyama."

"Just call me Yumi," she said to Twilight.

Then, finally, Rainbow Dash got up, went over to Yumi, and with a rather awkward smile, said, "Yeah, I'm Rainbow Dash... and sorry about trying to hit you earlier." She let out a short giggle before shaking her hand and saying, "I don't know what went through me."

"It's okay," Yumi then responded, a wide grin on her face, "just don't try and hit me like that again."

At that moment, Rarity's voice came in from overhead, audible only to Twilight, Applejack, and Rainbow Dash.

"Do you want us to come in?" she asked.

"I don't see why not," Twilight responded, "Spike, you and Cadance stay behind."

"Aww man..." Spike said.

"Oh! That brings up my other question!" Yumi then said, "How'd you guys find Lyoko?"

"Well, see, there was this abandoned warehouse we found in our capital, Canterlot," Rainbow Dash then said, "and I thought it would be fun to try and see what kind of daring stunts I could pull off in there."

"Then, I cut myself across the chest on some broken metal, and were it not for my friends," she said, gesturing to Twilight and Applejack, "I would've bled out."

"That's when we found an elevat'r," Applejack continued, "and that's how we found Lyoko!"

"Are you the only ones who came here?" Yumi asked.

"No, we're not," Twilight then said, "there's some more of us back in the real world."

At that moment, Cadance's voice came in from overhead, only audible to Twilight, AJ, and RD.

"Okay," she said, "Rarity, Pinkie Pie, and Flutters are diving in near your location!"

Then, Yumi heard something, something the others couldn't hear.

"Yeah, yeah, I've found them," she said, "they're aliens. Yes, I am being serious! Yeah, okay. Could you send Odd and Aelita in? All right. Ice Barrier?! Oh... fine. We'll meet up with them there."

"Friend of yours?" Twilight asked.

"Yeah," Yumi answered, "he stays behind on Earth to monitor our progress."

"Well, we'd better get moving if we want to get to the Ice Barrier!" Rainbow Dash then said. "Let's go!"

And with that, she spread her wings and flew out of the Tower.

Yumi followed suit, except she simply turned around and walked out.

Then, Applejack and Twilight followed Yumi through the Tower's wall back out into the Desert, where they could see three humanoid figures, silhouetted in wireframe before being fleshed out and falling to the ground.

Each of them fell less-than-gracefully, the three of them landing on their posteriors with a loud "OOF!"

That was when Twilight realized that they were Pinkie Pie, Rarity, and Fluttershy.

Rarity was the first to speak after hitting the ground, wailing, "Oh! My posterior! Why did I have to go and land on my posterior! It still hurts..." while rubbing her backside.

Fluttershy let out a squeak after hitting the ground along with a surprised, "Eep!" and Pinkie Pie looked around in absolute amazement.

"Wow! Look at this! I'm all in 3D!" she said excitedly.

"Pinkie, you were in 3D in the real world too, remember?" Twilight asked her.

"I know, silly, but I'm talking Computer-Generated Imagery! You know, like they use in the movies!" Pinkie answered back, grinning like an idiot.

After looking at her in bemusement and bewilderment, Twilight then took a look at Pinkie Pie, Rarity, and Fluttershy's Lyoko Avatars. Like AJ and RD, the looked superficially similar to her, being white-skinned Humans, but also somewhat resembled their Pony selves. Fluttershy's long, pink hair was done up in two tightly-braided pigtails, with a large, yellow sweater covering her top and a flowing yellow skirt covering her legs and had massive breasts, Pinkie Pie wore a long-sleeved pink shirt that revealed her belly along with some very short shorts about on par with Rainbow Dash's shorts and had large breasts along with her characteristic messed-up hairdo, and Rarity wore a long, tapering, white sleeveless dress with long and fingerless opera gloves on her hands and large breasts, her hair done up in a very elegant style.

"Well, dear?" Rarity asked, snapping Twilight back to reality. "Are you going to keep gawking and ogling or will we be going now?"

"Sorry," Twilight answered, "I was just looking at your Avatars and I have to say, you all look very pretty..."

"Thank you," Rarity responded, "you look just as elegant!"

Then, Yumi spoke up. "Okay," she said, "in order to get to the Ice Barrier we have to link up with the Forest Glade's Waytower, and that means using the Desert Basin's Waytower."

"Why not just use the Desert's Waytower to access the Ice Barrier directly?" Rainbow Dash asked.

"Well, see, the Ice Barrier and the Forest Glade were destroyed when we reactivated the computer, so we had to rebuild them from the bottom up. Using the Desert's Waytower to link to the Forest Glade will help us finish the reconstruction effort."

"Wait, reactivated?" Applejack asked. "What in tarnation are you talking about?"

"It's a long story," Yumi replied, "and I'll have to tell it to you on the way." After saying that, a violet, scooter-like vehicle suddenly appeared next to her, which she then got on.

"We've got no time to lose!" she then said to the others, and with that, she flew up and between the desert's plateaus, turning and waiting for the rest of them.

"Okay, let's go!" Rainbow Dash then said, and with that, she spread her wings and picked up Applejack, taking off and following Yumi. Fluttershy followed suit with Pinkie Pie, and then Twilight awkwardly followed suit with Rarity.

And with that, they were off for the Desert's Waytower.

XANA looked coyly at the new Lyoko Warriors, who were now being aided by Yumi, a member of the original Lyoko Warriors. He knew that if they discovered his latest plans, he'd be in very hot water. But for the moment, they were unimportant.

"Soon, Waldo, you'll see that your efforts to hide this world from me were ultimately futile," he gloated to himself, "and that your little pets will ultimately fail to save these new worlds."

He laughed to himself while doing so, and then, quietly, created two Spectres--one to attack Earth, and one to attack Equestria.

"You've failed, old friend," XANA said to himself, "and since you're dead, there's nothing you can do about it!"

He laughed once again, and then looked over at his prizes, collected long ago when he still had his Replikas, found floating, eternally virtualized but briefly manifested in their Avatar forms, near Lyoko.

At first, he thought they were just gung-ho explorers who had accidentally found Lyoko and then had fallen into the Digital Sea when he had sent his soldiers to take them out; but now, he knew precisely who they were.

They were members of Equestria's Royal Guard.

And they were now his prisoners, just like William.

It was time to set his plans in motion.

Forest

[EARTH]

Professor Tyron looked at his subjects disappointedly. "You were supposed to defend the Cortex from any threat in it and also take over Lyoko and yet you're bested by schoolchildren?" he asked them, his calm voice hiding the fury and rage he felt inside. "I am very disappointed in you. You will each spend another five hours in the combat simulator and the pit before you can be cleared for reinsertion."

Shortly after finishing his speech and dismissing the subjects in question, Aelita's mother, Antea, then spoke up. "There's activity in Lyoko," she said, looking at the display for the Supercalculator that powered the Cortex, "one of the schoolchildren has been spotted in the Desert Basin alongside six unknown entities, presumably other schoolchildren."

"Hmm..." Tyron responded. "Curious. Do we have any files of them on Kadic's records?"

"No," Antea then responded, "They could be exchange students."

The professor then looked over her shoulders. "Curious," he said, "they look very... pastiche, if you know what I mean, with their hair. Much like your daughter. Perhaps they're AI--"

His speech was cut short by the spectre that then emerged from the console and took on a human form.

"WHAT ON EARTH?!" he shouted, startled by its emergence.

"Don't be so frightened, Hughes Tyron," the spectre said, its voice like two people speaking in a sort of desynchronized synchronicity, "after all, I'm not here to kill you. Oh no."

"That's Professor!" Professor Tyron snapped back, before calming down. "So. You don't want to kill me. What about Antea? Do you want her dead?" he asked.

"No," the spectre answered matter-of-factly, "I'm here as a courier for my master. Perhaps you've heard of him?"

"Depends," he said, "on who you're talking about."

"You considered him a myth, a falsehood, a story made up by those... garage kids... to distract you from your real job," the spectre continued, "but he is all so real. And his name... is XANA."

The Professor's face went white from the abject shock of the children's tale being true.

"And you and him both have a common enemy: the Lyoko Warriors. So, here's the proposal my master has: you help us fight them and we give you knowledge of a world you've never even dreamed of... starting with those entities that are working with Yumi," it said, pointing to the screen it had just emerged from earlier.

Tyron looked at the spectre, debating on whether or not to have his subjects, whose Lyoko Avatars were known as the Ninja, should help XANA or join the Lyoko Warriors, and then said, "What do you know about them?"

[EQUESTRIA]

Queen Chrysalis looked idly over the monitor of her computer. Though the Changelings were known for the organic horrors that were their military equipment, their organic technology also allowed for more mundane utilities such as computers, communication hardware, and the incubators that kept their eggs' temperature constant. The monitor showed her the status of her troops and her allies in the other hives like hers scattered across the planet, which she expected.

What she didn't expect was the spectre that emerged from her screen and then took on the form of a black Unicorn with stark silver hair and golden eyes, a red, unblinking, and four-pronged bulls-eye serving as its Cutie Mark.

"Hello!" the spectre shouted in a voice similar to the one Prof. Tyron encountered, startling her.

Immediately she recoiled in shock before regaining her composition, pulling out her pulse rifle, aiming it at the spectre, and hissing and screeching angrily at it.

"Oh, don't be so coy," the spectre then said, ignoring her warning, "after all, I have a proposition from my master that will be mutually beneficial for the both of you!"

As soon as she heard that, Chrysalis then lowered her rifle, her complexion going from angry and frightened to seductive and curious. "I'll only accept it if I can learn his name," she said, her voice similar to the spectre's except that two voices that created hers spoke in a closer synchronicity, "after all, I don't give myself away to just anyone..."

The spectre then grinned evilly. "His name is XANA," he said, "and he's quite happy to make any sort of arrangements necessary to gain an ally in you."

"Hmm..." Chrysalis then said, before responding, "Let's hear this proposition then."

"Most excellent!" the spectre responded, clapping its forehooves together. "He wishes for you to donate the Changeling Swarm to his cause in exchange for knowledge of a world you've never even dreamed of. After all, you both share a common enemy: the legends of Equestria, the Bearers of the Elements of Harmony!"

She considered the proposition before then grinning evilly and saying, "You have yourself a deal."

"Very good!" the spectre said, and then, it reentered the computer and infected it, its Cutie Mark now occupying the screen.

A new voice then came from the screen, a voice made of four voices that spoke in an eerie desynchronized synchronicity that Chrysalis assumed was XANA's.

"I promise you that you will not be disappointed," XANA said to her, "and that what you learn will be of the greatest value. But first, will you head out to the main concourse of this structure? I need you to see something."

"Of course," Chrysalis responded, and with that, she left her room and looked out at the hive below.

As she expected, it buzzed with activity, Changelings working on their individual tasks.

Then she noticed that some of them now glowed red and were headed towards the center of the concourse, causing everyone to stop what they were doing and look over at them. Never had this happened since Chrysalis had kidnapped Derpy Hooves and the irritating little fillies known as the "Cutie Mark Crusaders", so it was quite unexpected for her and the rest of the hive.

Then, a group of technicians, maintaining the hive's vehicles, were possessed by a cloud of black smoke like the spectre that had emerged from her computer console and started glowing red as well, turning their attention from their tools to the equipment used to create the Changelings' military vehicles before approaching the drones that had now gathered in the center of the concourse, some having burrowed underneath it.

What happened next horrified her.

The technicians started to work on the possessed drones, causing new appendages and organs to grow onto them and causing them to change their form. They screeched in pain and agony, but did not offer resistance as hearts, veins, brains, muscles, and other such organs and appendages grew from their bodies and slowly started to take on the shapes of a rotunda and three elongated cylinders.

Some of the more squeamish drones threw up and others looked in horror at the puddle of grey Changeling blood that was slowly starting to pool around the group of drones as skin and nerves started forming and veins began connecting to each other.

Finally, Chrysalis could take no more. "XANA! Stop this at once!" she shouted.

"Perfect timing, Chrysalis," XANA then said, "after all, I'm just about done!"

And with that, the Technicians finished their grisly job and reverted to their natural bluish-green glow, some others coming up from where the other drones had burrowed covered in blood and looking horrified and confused.

Then, the rotunda flickered to life, a holographic display of a strange, almost organic looking world spinning in it.

"I give you... the Replika of Hyve!" XANA then said.

Yumi, Twilight, Applejack, Rainbow Dash, Fluttershy, Rarity, and Pinkie Pie all looked down into the abyss beneath the main platform of the Desert's Waytower. The journey there had been mostly uneventful aside from an encounter with another one of the giant crabs that had ambushed AJ, RD, and Twilight which Yumi quickly dispatched with her Tessen Fans (but not before getting her vehicle, called the Overwing ("More like an Overshark to me," Rainbow Dash had said to her when she had told the group what it was, pointing out the fin-like projection on its underside) destroyed) and they had learned a great deal about Yumi, her friends, Lyoko, and XANA; like how Waldo Schaeffer, Lyoko's creator, had sacrificed himself to destroy XANA and how XANA had made a resurgence in a world called the Cortex, how Lyoko had lost two of its Sectors (the Forests and the Ice Barrier) thanks to XANA's reinvigoration and how it had been destroyed earlier thanks to his efforts and the efforts of his (unwilling) servant, William, how the Cortex was created and who its creator--a madman named Professor Tyron--was, and how their originally six-person team had become a seven-person team with the arrival of a girl named Laura Gauthier.

"Sounds like you and yer friends've been on one heck of a ride," Applejack had noted when all was said and done.

"You could say that," was Yumi's reply.

Now, they peered over the edge of the Waytower's platform.

"So, all we do is fall off the edge of this platform and into the abyss below and we'll go to the Forest Glade?" Twilight asked.

"Yep!" Yumi answered.

"...How does that work?" Rarity then asked.

"Honestly, I have no idea," Yumi responded.

And with that, she then spread her arms and jumped off the edge of the platform into the abyss below, eventually disappearing into the darkness below.

Fluttershy went next, but only because as she stepped closer to the platform's edge to try and find Yumi she tripped over Rarity and dove headfirst into the blackness, letting out a terrified scream as she did so and Pinkie Pie then diving in after her.

Rarity went in after Pinkie and Flutters did, closing her eyes and following what Yumi did to the letter, diving in with a sort of feminine grace, followed by Applejack who looked over at Rainbow and Twilight, shrugged, and leapt off, forming a cannonball as she did so.

Rainbow Dash then went down, spreading her wings, taking off, and then flying into the abyss, and finally, after what seemed like hours, Twilight then stepped off the platform, falling into the abyss below.

As she did so, she felt like she was in a tube, zeroes and ones flying alongside her as she continued falling... until she realized she was falling towards something that looked almost like it was the bottom of another Tower's platform.

As she approached the other platform she saw the others idly standing around, jumping up when they saw her.

"About time!" Rainbow Dash then said. "We've been waiting here for six minutes!"

"Well, I wouldn't have taken so long if I hadn't needed to jump off of a platform!" Twilight replied.

Rainbow would've continued their argument when Yumi stepped in between them.

"We can't just sit around arguing," she said, "every second we spend here is a second wasted."

And with that, the group left the Tower for the outside world.

When they looked around, they were once again astonished.

Looking out, they saw a massive glade of trees, suspended above the same body of water they saw in the Desert Basin, as well as a long, winding, green platform that seemed to go on forever.

"The Waytower is this way," Yumi said, walking out past the others and then proceeding to break out into a run. "Better keep up!"

And with that, the others proceeded to either spread their wings and take off or simply breaking into a run like Yumi.

Before long, they all had to slow down because they were short on breath, and soon the path diverged in two. Yumi went down the path to the left, and everypony followed shortly behind.

Then, they saw two crabs, called "Krabes" by Yumi and her friends, blocking the path. Instinctively Yumi pulled out her Tessen Fans and fanned them out, ready to engage the enemy. Then, she looked over at the others, who were frozen in fear.

"Don't you have any weapons that you can use?" she asked them.

And at that moment, the others realized that they could defend themselves as well and didn't need to be the standard damsels in distress.

Fluttershy was the first to find her weapon, a small coilgun pistol (or coilpistol). Rarity came next, pulling out a small falchion, and following her was Pinkie, who pulled out her characteristic party cannon. Then Rainbow Dash pulled out a small brick that then expanded into a railgun rifle (or railrifle, as she called it), and Applejack found two weapons, a lasso and a saber. Twilight, however, couldn't find any weapons on her anywhere, to the point where Yumi just upped and gave a frustrating sigh.

"How'd we even not notice these weapons?" Applejack asked.

"I don't really know," Yumi responded, "but it doesn't matter now. We've got some seafood to make!"

And with that, she threw her fans... which both missed the Krabes.

Applejack tried to rope up a Krabe and bring it close with her lasso, but failed as well. Rainbow Dash tried hitting a Krabe with her railrifle and Rarity tried to charge the other, but both failed miserably. Pinkie Pie had better luck, hitting a Krabe with her Party Cannon and destroying it, and Fluttershy hit the other with her coilpistol, only damaging it but setting it back, and then Yumi finished it off with her Tessen Fans.

Beyond that encounter, however, the journey from the Tower they had arrived at in the Forests to the Glade's Waytower was mostly uneventful.

Mostly.

As they continued down the path, Yumi heard something, something the others couldn't hear.

"What was that, Jeremy?" she asked. As the sound repeated, her face went cold.

"We need to hurry," she said, "Jeremy says that he's detected a MASSIVE power surge in the Digital Sea, almost as if another Replika was made, and that we need to link up with Odd and Aelita and then meet up with Ulrich, William, and Laura in Carthage."

And with that, she immediately broke into a sprint, the others close behind.

Cadance continued looking at the screen. Even though things had gotten quieter since the group still in the real world had dwindled to her and Spike, it felt like there were legions of Ponies in the room with her.

And she was so absorbed by checking up on the statuses of the others that she failed to notice her husband walk in from the elevator.

"Cadance?" he asked. "What are you DOING?"

The question startled her, and she looked at her husband in shock before saying, "I'm checking up on the others in Lyoko!"

Almost immediately after hearing that, his face went from confusion and shock to rage and consternation.

"Shut it down," he said. "NOW."

Pep Talk

Princess Cadance quietly looked at the control console for the Supercomputer, the one thing that had kept them connected to Lyoko. She knew that if she shut off the computer her friends would be cut off from Equestria forever. She also knew that her husband would be devastated because he would lose his little sister, and that Spike would become suicidal if he lost the closest thing he had to a mother for the rest of time and eternity. But she knew that it would stop XANA, and that Equestria would be safe if she did this. And so, she said her final goodbyes to her friends, and shut the computer off.

THE END.

"HOLD ON A SECOND!"

Pinkie Pie's shout startled the author, and he was startled even more when she emerged from his computer's monitor and stood next to his seat in his living room, a look of sheer rage on her normally happy and friendly face.

"WHADDYA MEAN THAT'S THE END?!" she asked him angrily.

"Well, I wanted to wrap up the story, and--" he responded.

"WANTED TO WRAP UP THE STORY?!" Pinkie Pie shouted, cutting off the author's response. "THAT'S THE MOST STUPIDEST WAY TO END A STORY LIKE THAT IN THE HISTORY OF FOREVER AND EVER!"

"Well, I--" the author snapped back.

"I don't want to hear it!" she said. "There's more plot holes in that ending than the second Just Another Day, and they're not being parodied!"

"First," she then stated, "you KNOW Cadance wouldn't just give up like that. She'd tell her husband what-for, she'd give him a reason as to why she won't shut the computer down! And she'd be angry and all defensive about it!"

"Secondly," she continued, "we wouldn't go through with being stuck on Lyoko and Earth for forever and ever and all of the rest of eternity and forever! We'd get after Shiny as well, and I know Twilight would get after him!"

"And finally," she finished, "Lyoko's no longer XANA's only connection to Equestria! Don't you remember the Hyve Replika? The one you made... I don't know, in the last chapter?"

"Well, you--" the author said.

"The point is, not only is that ending against what you KNOW we'd do and that even IF it was supposed to be a bittersweet victory it would only be a temporary one because XANA would still be able to access Equestria, and would have that meanie, Queen Chrysalis, on his side!" she then snapped back, cutting off the author yet again.

Then, the author started to tear up and cry.

"I'm sorry!" he sobbed. "I've just got writer's block and what's more is that no one's reading this story and--"

"No one's reading your story?!" Pinkie Pie asked incredulously. "If you're writing a story to get readers, then you're writing it for all the wrong reasons! You write a story because you love to write! Not to get the attention of a bunch of readers! And you can get over writer's block! You just gotta try!"

And then, she said, "I know you feel bad. But you know that if you write an ending like that you've not only disappointed me but you've also disappointed the readers you already have!"

"Now then," she continued, wiping the author's tears off his face and her tone going from angry and exasperated to loving and gentle, "stop being so sad. Smile! You know I love to see everyone happy."

And with that, the author smiled and hugged Pinkie Pie, a hug she reciprocated.

"Thank you," he said, assuaged by her hooves rubbing up and down his back, "you've helped me out of a serious funk."

"No problem, buddy," she said after pulling out of the hug, "now take that ending and cram it!"

And with that, she stepped back into the author's computer monitor and vanished, her final words being, "Good luck!"

And then, the author adjusted his glasses, wiped off the last few tears on his face, and began to write.

~~Princess Cadance quietly looked at the control console for the Supercomputer, the one thing that had kept them connected to Lyoko. She knew that if she shut off the computer her friends would be cut off from Equestria forever. She also knew that her husband would be devastated because he would lose his little sister, and that Spike would become suicidal if he lost the closest thing he had to a mother for the rest of time and eternity. But she knew that it would stop XANA, and that Equestria would be safe if she did this. And so, she said her final goodbyes to her friends, and shut the computer off.~~

~~THE END.~~

Cadance looked over at her husband, still angry and still waiting.

"Well?" he asked. "Shut it down!"

And with that, she became angry and frustrated.

"No," she said, "my friends, sister-in-law, and your sister are all in there, and what's more is that I've promised to keep this computer on so that I could keep fighting."

"Fighting what?" Shining Armor asked back.

"XANA," she said, after a few seconds of hesitation, "that's what."

The group looked into the abyss beneath the Forest Glade's Waytower and prepared to enter it to journey to the Ice Barrier. But as Twilight went and got ready to make the descent she saw Pinkie Pie wink at something. She almost asked what she was winking at, but she shrugged it off, remembering that some things with Pinkie Pie couldn't be explained, and then dove off the Waytower's platform, enroute to the mysterious Ice Barrier.

Author's Note

I kid you not, I made this chapter to snap myself out of a funk of writer's block. It had come to me in my sleep, and I wanted to write it up while it was still on my mind. Expect the next chapter, "Ice", this Thursday! :)

Prologue: Going Home

He looked quietly at the computer. For the past few weeks it had worked happily on its primary program, said program being replicating the breakdown that had caused him to end up in this world, so alien and different from his. Even though it looked and felt like Earth, he still knew that this world was not his--the Sun was strange, the Moon was strange (he had calculated that according to ancient legend the Moon would physically change during the Summer Solstice of 2010, which by all accounts should be impossible), the stars in the night sky were strange, all of it was strange, even--no, especially--its inhabitants; and he knew also that if they discovered this computer, Lyoko, XANA, Project Carthage, or even the other computers like this one, scattered across time and space, the results could be catastrophic. And it would be his fault. So he knew he had to keep it hidden--the abandoned warehouse he had hidden out in for the first few days since arriving in this world (that apparently had been abandoned for years even before his arrival, which was odd because it should have been demolished by now) served that purpose, keeping Lyoko and its resident denizen hidden from the populace. But even with its strangeness and its unusual properties, he had come to love the world he had found himself in.

Maybe, one day, he thought to himself, I'll be able to come back here, maybe with Antea and Aelita. It would be a welcome change. The thought left him as soon as it came, though--he knew that if he were to leave XANA or Project Carthage alone for one day, he would fail in his mission and XANA would probably go renegade. And he knew that every second that he spent in this world more than he needed to would put his mission that much further in jeopardy. So, without further thought, he plugged a delayed virtualization algorithm into the computer with the code necessary to replicate the failure that brought him here, and instructed the computer to shut down as soon as the transfer was completed. Then, he got into the warehouse's freight elevator--something he had restored while working on the computer--and proceeded to head down into the scanner room, where he stepped into one of the three cylindrical scanner cabinets and watched as the doors shut on him. After a few minutes, there was a blinding flash of light as he disappeared into nothing more than ones and zeroes being transmuted across space, and the lights turned off.

Waldo Schaeffer had returned to Earth, and in the process he had left Equestria his greatest creation--a world known only as Lyoko.